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8-K - FORM 8-K - STONERIDGE INCv344354_8k.htm
EX-99.2 - EXHIBIT 99.2 - STONERIDGE INCv344354_ex99-2.htm

 

 

Exhibit 99.1

 

FIRST AMENDMENT

TO THE

STONERIDGE, INC.

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN, AS AMENDED

 

This First Amendment to the Stoneridge, Inc. Amended and Restated Long-Term Incentive Plan, as amended (the “Amendment”), is made as of February 5, 2013 by the Board of Directors (the “Board”) of Stoneridge, Inc., an Ohio corporation (the “Company”). The Amendment will be effective for all Awards granted under the Stoneridge, Inc. Amended and Restated Long-Term Incentive Plan, as amended (the “LTIP”), only after the effective date of this Amendment as described herein.

 

WHEREAS, the current LTIP, as previously approved by the Company and the Company’s shareholders, authorizes the issuance of 3,000,000 Company Common Shares under the LTIP;

 

WHEREAS, it is the desire of the Company to amend the LTIP, effective as of the date on which the Company’s shareholders approve this Amendment, to increase the maximum number of Common Shares that may be issued and available for Awards under the LTIP;

 

WHEREAS, the Board approved the Amendment on February 5, 2013, subject to approval by the Company’s shareholders;

 

NOW, THEREFORE, effective as of the date on which this Amendment is approved by the Company’s shareholders, the LTIP is amended as follows:

 

1.Amendment to Section 3(a) of the LTIP.

 

Section 3(a) of the LTIP is hereby amended and restated in its entirety as follows:

 

“Aggregate Shares Subject to the Plan. Subject to adjustment as provided in Section 3(c), the total number of Shares reserved and available for Awards under the Plan is 4,500,000, pursuant to which the maximum number of Shares which may be issued subject to Incentive Stock Options is 500,000. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares or treasury shares.”

 

2.Amendment to Section 16 of the LTIP.

 

Section 16 of the LTIP is hereby amended and restated in its entirety as follows:

 

“The Company’s Amended and Restated Long-Term Incentive Plan, as amended, was adopted by the Board of Directors on February 15, 2010, and was approved by the Company’s Shareholders on May 17, 2010, in accordance with applicable law and the listing standards of the New York Stock Exchange. On February 5, 2013 the Board of Directors approved an amendment to the Amended and Restated Long-Term Incentive Plan, as amended, to increase the number of Shares available for issuance and Awards thereunder by 1,500,000 Shares bringing the total to 4,500,000 Shares. The February 5, 2013 amendment is subject to the approval by the holders of the Company’s outstanding Shares, in accordance with applicable law and the listing standards of the New York Stock Exchange. This Amended and Restated Long-Term Incentive Plan, as amended, will become effective on the date of such shareholder approval.”

 

3.Miscellaneous.

 

(a)Except as amended by this Amendment, the LTIP shall remain in full force and effect.

 

(b)Capitalized terms used but not defined in this Amendment have the respective meanings ascribed thereto in the LTIP.

 

 

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