Exhibit 99.3
Retention Award between
Stoneridge, Inc. and George E. Strickler, Mark J.
Tervalon,
Thomas A. Beaver and Michael D.
Sloan
October 5,
2009
PERSONAL
& CONFIDENTIAL
_____________
_____________
Stoneridge,
Inc.
9400 E. Market
Street
Warren, Ohio
44484
Re:
Retention Award
Dear
______:
The Board of
Directors of Stoneridge, Inc. (the “Company”) has
decided that you should be provided with the compensation
enhancement as outlined in this letter agreement. The
intent of this additional compensation is to recognize your
positive contribution to the Company and to serve as a retention
incentive to remain with the Company as we mutually seek to improve
Company performance.
1.
Retention Award Amount . Your award under this
letter agreement (the “Retention Award”) is the amount
of $_____________.
2.
Award Conditions . Each of the following
conditions must be satisfied in order for you to be entitled to
receive your Retention Award:
(a) You
shall have remained in the continuous employment of the
Company during the period from the date of this letter
agreement through October 5, 2010 (the “Retention Period
Date”); and
(b) You
shall have complied in all material respects with all of your
obligations under any employment or other agreement between you and
the Company, including this letter agreement, and any incentive
compensation plan of the Company in which you are a participant,
and all other material terms and conditions of your
employment.
If all of the
conditions set forth in this Paragraph 2 are satisfied, the Company
will pay you the Retention Award at the next regular payroll cycle
following the Retention Period Date.
3.
Termination of Employment . Notwithstanding
anything in this letter agreement to the contrary, if at any time
between the date of this letter agreement and the Retention Period
Date your employment is terminated by the Company without
“cause” (as defined below) or by you and such
termination is deemed to be a without “cause”, then for
all purposes of this letter agreement you shall be deemed to have
remained in continuous employment until the Retention Period Date,
and the condition set forth in clause (a) of Paragraph 2 shall be
deemed to be satisfied for all purposes of this letter agreement as
of the Retention Period Date.
For purposes
hereof, the term “cause” shall mean the your: (1)
intentional misappropriation of funds from the Company; (2)
conviction of a felony; (3) commission of a crime or act or series
of acts involving moral tur
