Exhibit



Exhibit 10.1












2016 Retention Award


[Name, Title]




The Compensation Committee of Cooper-Standard’s Board of Directors has approved a one-time retention award with performance conditions.  Cooper-Standard has a strong desire to keep you with the Company, focused on fully executing the Company’s strategy.  Your 2016 retention award includes:


	
					
	Grant Date
	Award Value
	Vesting
	Performance Metric
	Payout Denomination

	July 26, 2016
	[XXXXXX] USD
	100% on July 26, 2019
(subject to continued employment and performance achievement)
	Above Median Relative
Total Shareholder Return (TSR)
	Cooper-Standard Common Stock
(if performance is met))






Enclosed with this letter are terms of your retention award and a list of the beginning Comparator Group to be used for the relative total shareholder return comparison.


Congratulations, I am pleased to include you in this special award and look forward to your continued participation in our future success.








Jeffrey S. Edwards
Chairman and Chief Executive Officer


Enclosures


















COOPER-STANDARD HOLDINGS
Special Relative TSR Award Term Sheet




		
	•
	Type of Award:  Cash-denominated and stock-settled




		
	•
	Grant Frequency:   One-time, special grant to selected executives




		
	•
	Vesting:  100% on the third anniversary of the grant date, subject to continued service




		
	•
	Performance Period:   Three years, beginning on the grant date




		
	•
	Size of Individual Awards:  Target dollar value as recommended by the CEO




		
	•
	Performance Goal:  Award is earned if Cooper-Standard’s relative total shareholder return (“TSR”) during the Performance Period is above the median of the Comparator Group as defined below




		
	•
	TSR Calculation Methodology:  As follows:




		
	—
	TSR Beginning Stock Price Calculation – average closing stock price for the 20 trading days immediately prior to the beginning of the Performance Period (for Cooper-Standard and the Comparator Group)




		
	—
	TSR Ending Stock Price Calculation – average closing stock price for the last 20 trading days of the Performance Period (for Cooper-Standard and the Comparator Group)




		
	—
	Treatment of Dividends in TSR Calculation – TSR calculation will assume reinvestment of dividends on the ex-dividend date (for Cooper-Standard and the Comparator Group, where applicable)




		
	•
	Comparator Group:  The Comparator Group is the subset of companies in Cooper-Standard’s 6-digit Global Industry Classification Standard (GICS) code (251010 – Automobile Components) that have revenues and market capitalizations of at least $250M




		
	—
	Refer to the Exhibit for the 26 companies in the Comparator Group along with corresponding size measure detail (size is not as relevant for relative TSR comparisons as it is for benchmarking compensation levels)



















		
	•
	Changes in the Comparator Group During Performance Period:  The Comparator Group will be fixed based on index constituents at the beginning of the Performance Period; the following adjustments will apply to ensure a balanced assessment of relative performance:




		
	—
	Comparator Group companies that are acquired/merged during the Performance Period will be removed when calculating Cooper-Standard’s relative TSR percentile rank




		
	—
	Comparator Group companies that file for bankruptcy during the Performance Period would be treated as the worst performers for purposes of determining Cooper-Standard’s relative TSR percentile rank




		
	•
	Payout/Settlement Details:  If relative TSR is above the median of the Comparator Group, the recipient will receive a number of shares equal to the target dollar value divided by the closing stock price on the vesting date; payout to be made as soon as administratively feasible following the Performance Period




		
	•
	Tax Deductibility:  The awards would be considered performance-based compensation under IRC Section 162(m) and thus will be tax-deductible to the Company




		
	•
	Clawback:  Earned awards would be subject to the Company’s clawback policy, if applicable




		
	•
	Termination Provisions:  Forfeiture for termination of service for any reason (other than a change-in-control termination, as noted below)




		
	•
	Change-in-Control (“CIC”): Awards convert to time-vested cash upon a CIC and vest on the original vesting date, without pro-ration




		
	—
	Conversion to time-vested cash occurs assuming target performance if the CIC occurs in the first year of the performance period, otherwise based on relative TSR performance through the CIC date




		
	—
	Time-vested cash accelerates in the event of an involuntary termination without Cause within 24 months of the CIC date


		
	—
	If awards are not assumed/substituted by the acquiring, the award will vest immediately, using the same determination of performance indicated in this section above















Exhibit



	
									
	COOPER-STANDARD

	Comparator Group - Size Measures

	($mil)

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	Market

	Company
	 
	Revenue (1)
	 
	Cap (2)

	 
	 
	 
	 
	 

	American Axle & Manufacturing Holdings Inc.
	 
	$
	3,903
	

	 
	$
	1,108
	


	Autoliv, Inc.
	 
	9,713
	

	 
	9,479
	


	BorgWarner Inc.
	 
	8,308
	

	 
	6,424
	


	Cooper Tire & Rubber Co.
	 
	2,959
	

	 
	1,645
	


	Dana Holding Corporation
	 
	5,838
	

	 
	1,562
	


	Delphi Automotive PLC
	 
	15,419
	

	 
	17,088
	


	Dorman Products, Inc.
	 
	823
	

	 
	1,980
	


	Drew Industries Incorporated
	 
	1,464
	

	 
	2,079
	


	Federal-Mogul Holdings Corporation
	 
	7,481
	

	 
	1,405
	


	Fox Factory Holding Corp
	 
	379
	

	 
	635
	


	Gentex Corp.
	 
	1,625
	

	 
	4,462
	


	Gentherm Incorporated
	 
	865
	

	 
	1,248
	


	Johnson Controls Inc.
	 
	36,225
	

	 
	28,697
	


	Lear Corp.
	 
	18,353
	

	 
	7,507
	


	Magna International Inc.
	 
	33,262
	

	 
	13,774
	


	Metaldyne Performance Group Inc.
	 
	3,022
	

	 
	932
	


	Modine Manufacturing Company
	 
	1,353
	

	 
	417
	


	Motorcar Parts of America, Inc.
	 
	369
	

	 
	504
	


	Spartan Motors Inc.
	 
	556
	

	 
	250
	


	Standard Motor Products Inc.
	 
	983
	

	 
	903
	


	Stoneridge Inc.
	 
	645
	

	 
	416
	


	Superior Industries International, Inc.
	 
	740
	

	 
	680
	


	Tenneco Inc.
	 
	8,322
	

	 
	2,670
	


	The Goodyear Tire & Rubber Company
	 
	16,110
	

	 
	6,824
	


	Tower International, Inc.
	 
	1,971
	

	 
	436
	


	Visteon Corporation
	 
	3,231
	

	 
	2,238
	


	 
	 
	 
	 

	26 Companies
	 
	 
	 

	75th Percentile
	 
	$
	8,318
	

	 
	$
	5,934
	


	Median
	 
	2,991
	

	 
	1,603
	


	25th Percentile
	 
	895
	

	 
	736
	


	 
	 
	 
	 

	Cooper-Standard
	 
	

	$3,405
	

	 
	

	$1,359
	


	--  Percent Rank
	 
	57
	%
	 
	43
	%

	 
	 
	 
	 
	 

	Notes:
	 
	 
	 
	 

	Source:  Standard & Poor's Capital IQ Database
	 
	 
	 
	 

	(1)  Most recently reported four quarters
	 
	 
	 
	 

	(2)  As of June 30, 2016