Exhibit 10.2
STONERIDGE, INC.
LONG-TERM CASH INCENTIVE
PLAN
GRANT AGREEMENT
Stoneridge, Inc., an Ohio corporation (the
“Company”), pursuant to the terms and conditions
hereof, hereby grants to _________ (“Grantee”) the
right to receive up to $________, depending on the Company’s
achievement of aggregate earnings per share performance targets
over the fiscal years 2009, 2010 and 2011 (the “Long-Term
Cash Incentive” or “LTCI”).
1. The
LTCI is in all respects subject to the terms, conditions and
provisions of this Agreement and the Company’s Long-Term Cash
Incentive Plan (the “Plan”).
2. The
LTCI may not be sold, transferred, pledged, assigned or otherwise
encumbered, whether voluntarily, involuntarily or by operation of
law, and will not be earned if the Grantee voluntarily terminates
his or her employment with the Company, (except in the case of
retirement, as provided below) prior to March 8, 2012.
Depending on the Company’s actual earnings
per share performance for fiscal years 2009, 2010 and 2011 (the
“Performance Period”), as provided below, and provided
that Grantee does not voluntarily terminate employment prior to
March 8, 2012, the LTCI shall vest and be earned by the Grantee on
March 8, 2012, and shall be paid as soon as practical but no later
than as provided in the Plan.
Nevertheless, in the case of voluntary
termination of employment in the event of retirement the LTCI
shall, depending on the Company’s actual performance in the
Performance Period, as provided below, vest and be earned by the
Grantee on March 8, 2012 in proportion to the number of fiscal
months, including any partial month, elapsed in the Performance
Period, divided by 36, for a Grantee who (i) is 63 or older at the
time of retirement, (ii) has provided written notice to the
Compensation Committee of the Board of Directors (the
“Committee”) of the intent to retire at least one year
prior to the retirement date, and (iii) has executed prior to
retirement a customary one year non-competition
agreement.
Subject to the terms and conditions of the Plan
and this Agreement, the LTCI shall be earned by the Grantee and
vest on March 8, 2012 in the amounts determined below:
Performance Vesting
Depending on
the achievement of the Company’s aggregate fully diluted
earnings per share (“EPS”) targets during the
Performance Period (in each case the Company’s EPS shall be
calculated in accordance with generally accepted accounting
principals, excluding any adjustments for goodwill impairments and
the tax effect thereof):
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Threshold
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Target
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Maximum
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Fully diluted
EPS
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$
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0.43
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$
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0.86
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$
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1.29
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Cash
Incentive
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$
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$
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$
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If the
Company’s EPS for the Performance Period is equal to $0.86,
then the Target amount shall be earned and vest.
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If the
Company’s EPS for the Performance Period is less than $0.43,
then no amount shall be earned.
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If the
Company’s EPS for the Performance Period is equal to or
greater than $1.29, then the Maximum amount shall be earned and
vest.
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If the
Company’s EPS for the Performance Period is equal to or
greater than $0.43 but less than $0.86, then the amount of LTCI
that shall be earned and vest shall be Threshold, plus the result
of the following calculation: Thresho
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