Cooper-Standard Automotive Inc. Nonqualified Supplementary Benefit Plan



 Exhibit 10.35 
 COOPER-STANDARD AUTOMOTIVE INC. 
 NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN 
 Amended and Restated as of January 1, 2009 







 COOPER-STANDARD AUTOMOTIVE INC. 
 NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN 
 INDEX 
  

					
	 	  	Page
	Article I. Purpose	  	
	1.1	 	Purpose	  	1
		
	Article II. Definitions and Terms	  	
	2.1	 	Definitions and Terms	  	1
	2.2	 	Construction	  	5
		
	Article III. Eligibility and Participation	  	
	3.1	 	Eligibility and Participation	  	5
	3.2	 	Ineligible Participant	  	5
		
	Article IV. Benefits Under This Plan	  	
	4.1	 	Amount of Supplemental Retirement Benefit	  	6
	4.2	 	Amount of Supplemental Savings Plan Benefit	  	7
	4.3	 	Investment Return on Supplemental Savings Plan Benefits	  	8
	4.4	 	Limitation on Benefits	  	8
		
	Article V. Payment of Supplemental Benefits	  	
	5.1	 	Supplemental Benefits are Unfunded	  	8
	5.2	 	Payment of Deferred Vested Supplemental Benefits which were Vested at December 31, 2004	  	8
	5.3	 	Payment of Supplemental Retirement Benefits on or before December 31, 2008	  	8
	5.4(a)	 	Payment of Supplemental Retirement Benefits determined by reference to final average pay formula after December 31, 2008	  	9
	5.4(b)	 	Payment of Supplemental Retirement Benefits determined by reference to the Non-Grandfathered Cash Balance Formula after December 31, 2008	  	9
	5.5	 	Payment of Supplemental Savings Plan Benefits	  	10
	5.6	 	Payment of Supplemental Savings Plan Benefits	  	
		 	on Account of an Unforeseeable Emergency	  	10
	5.7	 	Payments upon Separation from Service on Account of a Change in Control	  	10
	5.8	 	Payments upon Participant’s Death before Retirement	  	10
	5.9	 	Accelerations or Delays of Payments	  	11
		
	Article VI. Participant’s Supplemental Savings Plan Accounts	  	
	6.1	 	Establishment of Accounts	  	11
	6.2	 	Deemed Investments	  	11
	6.3	 	Accounting	  	11
	6.4	 	Adjustments to Accounts	  	11
	6.5	 	Statement of Accounts	  	12
	6.6	 	Accounts for Recordkeeping Purposes Only	  	12









					
	VII. Financing Benefits	  	
	7.1	 	Investment of Accounts	  	12
	7.2	 	Financing of Benefits	  	12
	7.3	 	Funding	  	12
		
	Article VIII. Beneficiaries	  	
	8.1	 	Beneficiary Designation	  	13
	8.2	 	Facility of Payment	  	13
	8.3	 	Amendments	  	14
		
	Article IX. Administration	  	
	9.1	 	Administration	  	14
	9.2	 	Plan Administrator	  	15
	9.3	 	Binding Effect of Decisions	  	15
	9.4	 	Successors	  	15
	9.5	 	Indemnity of Committee and Administrator	  	15
	9.6	 	Claims Procedure	  	15
	9.7	 	Actuary	  	16
		
	Article X. Amendment and Termination	  	
	10.1	 	Amendment	  	17
	10.2	 	Termination	  	17
		
	Article XI. Miscellaneous	  	
	11.1	 	No Guarantee of Employment or Service	  	18
	11.2	 	Governing Law	  	18
	11.3	 	Non Assignability	  	19
	11.4	 	Severability	  	19
	11.5	 	Withholding Taxes	  	19
	11.6	 	Legal Fees, Expenses Following a Change of Control	  	20
	11.7	 	Top-Hat Plan	  	20
	11.8	 	Miscellaneous Distribution Rules	  	21
	11.9	 	Compliance with Code Section 409A	  	21

  

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 COOPER- STANDARD AUTOMOTIVE INC. 
 NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN 
 Article I. Purpose 
  

	1.1.	Purpose. The purpose of this Plan is, as contemplated by Section 3(36) of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
and as contemplated in various Employment Agreements, to compensate for the loss of 

  

	 	a.	retirement benefits and certain death benefits under the Cooper-Standard Automotive Inc. Salaried Retirement Plan, and/or 

  

	 	b.	Company Contributions under the Cooper-Standard Automotive Inc. Investment Savings Plan, 

 when benefits under the qualified plans maintained in whole or in part by the Company are limited due to (i) Section 415, Section 401(a)(17), Section 401(k) or Section 401(m) of the Internal
Revenue Code of 1986, as amended (“Code”) or Section 2004(d) of ERISA, or (ii) certain provisions in the qualified plans. 
 For purposes of clarification, this Plan does not provide for a restoration of qualified benefits lost due to the freeze of the Cooper-Standard Automotive Inc. Salaried Retirement Plan effective February 1, 2009 nor the
qualified benefits lost due to the suspension of fixed matching contributions under the Cooper-Standard Automotive Inc. Investment Savings Plan effective January 1, 2009. 
 Article II. Definitions and Terms; Construction 
  

	2.1.	Definitions and Terms. 

  

	 	(a)	“Account” means the bookkeeping account maintained on the books of the Company pursuant to Article VI for the purpose of accounting for the allocations and
distributions made under the Plan. 

  

	 	(b)	“Accounting Date” means each business day. 

  

	 	(c)	“Accounting Period” means the period beginning on the day immediately following an Accounting Date and ending on the next following Accounting Date.


  

	 	(d)	“Administrator” means a committee consisting of one or more persons who shall be appointed by and serve at the pleasure of the Committee. 


 

	 	(e)	“Affiliate” means, with respect to an entity, any entity directly or indirectly controlled, controlled by, or under common control with, such first entity within
the meaning of Code Section 414(b) or (c); provided that for purposes of determining if a Participant has incurred a Separation from Service, the phrase “at least 50 percent” shall be used in place of the phrase “at least 80
percent” each place it appears therein or in the regulations thereunder. 

  

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	 	(f)	“Beneficiary” means the person or persons (natural or otherwise) designated or deemed to be designated by the Participant pursuant to Article VIII to receive
benefits payable under the Plan in the event of Participant’s death. 

  

	 	(g)	“Board” means the Board of Directors of the Company. 

  

	 	(h)	“Change of Control” means the occurrence of any of the following events: 

  

	 	(1)	the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of CSA to any “person” or “group” (as such terms
are defined in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Permitted Holders; or 

  

	 	(2)	any person or group, other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, of greater than or equal to 50% of the total voting power of the voting stock of CSA, including by way of merger, consolidation or otherwise, except where one or more of the Sponsors and/or their respective Affiliates, immediately
following such merger, consolidation or other transaction, continue to have the ability to designate or elect a majority of the Board (or the board of directors of the resulting entity or its parent company). 

 Notwithstanding that a transaction or series of transactions does not constitute a Change of Control, with respect to any Participant it shall be deemed
a Change of Control for purposes of the Participant’s entitlements hereunder if clause (1), above, is satisfied in respect of the business or division in which such Participant is principally engaged. For the avoidance of doubt, a Change of
Control pursuant to the immediately preceding sentence shall not apply to any Participant whose employment is not primarily with and for the business or division that is sold. For purposes of this Paragraph (h), “Permitted Holders” means,
as of the date of determination, any and all of (i) an employee benefit plan (or trust forming a part thereof) maintained by (A) the Company, an Affiliate or a related employer or (B) any corporation or other person of which a
majority of its voting power of its voting securities or equity interest is owned, directly or indirectly, by the Company, an Affiliate or a related employer and (ii) the Sponsors and any of their respective Affiliates. No “Change of
Control” shall occur unless such transaction qualifies as a change of control under Code Section 409A. 
  

	 	(i)	“Committee” shall mean the Compensation Committee of the Board. 

  

	 	(j)	“Company” means the Cooper-Standard Automotive Inc., an Ohio corporation, and any subsidiary thereof which may be added to this Plan by action of the Board of
Directors, and any successor or successors thereto. 

  

	 	(k)	“Cooper-Standard Automotive Inc. Salaried Retirement Plan” means the Cooper-Standard Automotive Inc. Salaried Retirement Plan, as amended or restated from time to
time. 

  

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	 	(l)	“Cooper-Standard Automotive Inc. Investment Savings Plan” means the Cooper-Standard Automotive Inc. Investment Savings Plan, as amended or restated from time to
time. 

  

	 	(m)	“CSA” means Cooper-Standard Holdings Inc., formerly known as CSA Acquisition Corp. 

  

	 	(n)	“Employee” means any employee of the Company or an Affiliate who is, as determined by the Administrator, a member of a “select group of management or highly
compensated employees” of the Company, within the meaning of ERISA, and who is designated by the Administrator as eligible to participate in the Plan. 

  

	 	(o)	“Participant” means any employee who is a participant in the Cooper-Standard Automotive Inc. Salaried Retirement Plan (or who would have met participation
requirements under the Cooper-Standard Automotive Inc. Salaried Retirement Plan were it not for the amendment closing participation for employees hired on or after January 1, 2009) and/or is a participant in the Cooper-Standard Automotive Inc.
Investment Savings Plan who has been designated as a member of a select group of management and highly compensated employees eligible to participate in this Plan, and whose aggregate benefits therefrom are limited by (i) Section 415,
Section 401(a)(17), Section 401(k) or Section 401(m) of the Code or Section 2004(d) of ERISA or (ii) certain provisions in the qualified plans. 

  

	 	(p)	“Plan” means this Cooper-Standard Automotive Inc. Nonqualified Supplementary Benefit Plan, as amended or restated from time to time. This Plan was split-off from
the Cooper Tire & Rubber Company Nonqualified Supplementary Benefit Plan, effective December 23, 2004. 

  

	 	(q)	“Plan Year” means the 12-month period beginning January 1 and ending December 31, with a first short plan year from December 23, 2004 to
December 31, 2004. 

  

	 	(r)	“Retirement” or “Retirement Date” means the later of (i) termination of employment with the Company and its Affiliates or (ii) attainment of the
age and service necessary to qualify for early or normal retirement under the Cooper-Standard Automotive Inc. Salaried Retirement Plan. 

  

	 	(s)	“Retirement Committee” has the meaning set forth in Article XIV of the Cooper-Standard Automotive Inc. Investment Savings Plan. 

  

	 	(t)	“Separation from Service” means the date on which a Participant terminates employment from the Company and its Affiliates, or if the Participant continues to
provide services, following his or her termination of employment, within the meaning of Code Section 409A, from the Company and its Affiliates. Specifically, if a Participant continues to provide services to the Company or an Affiliate in a
capacity other than as an employee, such shift in status is not automatically a Separation from Service. A Participant will be treated as having terminated employment from the Company and its Affiliates in accordance with the following procedures:


  

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	 	(1)	If a Participant takes a leave of absence from the Company or an Affiliate for purposes of military leave, sick leave or other bona fide leave of absence, the Participant’s
employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided either by statute or by contract; provided that if the leave of
absence is due to a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to
perform the duties of his or her position of employment or any substantially similar position of employment, the leave may be extended for up to twenty-nine (29) months without causing a termination of employment. If the period of the leave
exceeds the applicable time period set forth above, and the Participant’s right to reemployment is not provided by either statute or contract, the Participant will be considered to have terminated employment on the first day after the end of
the applicable period set forth above. 

  

	 	(2)	If a Participant’s level of bona fide services for the Company and its Affiliates permanently decreases to twenty percent (20%) or less of the average level of bona fide
services performed by the Participant (whether as an employee or independent contractor) for the Company and its Affiliates over the immediately preceding thirty-six (36) month period (or such lesser period of services), the Participant will be
presumed to have terminated employment. 

  

	 	(3)	If a Participant’s level of bona fide services for the Company and its Affiliates continues at fifty percent (50%) or greater of the average level of bona fide services
performed by the Participant (whether as an employee or independent contractor) for the Company and its Affiliates over the immediately preceding thirty-six (36) month period (or such lesser period of services), the Participant will be presumed
to have continued in employment. 

  

	 	(u)	“Specified Employee” means a Participant who, as of the date of his or her Separation from Service, is a key employee (as defined in Code Section 416(i), but
without regard to Code Section 416(i)(5)) of the Company or an Affiliate any of the stock of which is publicly traded on an established securities market. A Participant is a key employee under Code Section 416(i) if the employee meets the
requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), applied in accordance with the regulations under Code Section 416, but disregarding Code Section 416(i)(5), at any time during the 12-month period ending on an
identification date. If a person is a key employee as of an identification date, the person is treated as a key employee for the 12-month period beginning on the first day of the fourth (4th) month following the identification date. The
identification date for the Plan shall be September 30 of each year. Thus, an employee who satisfies the foregoing requirements for key employee status as of September 30 of a year shall be treated as a key employee for the following
calendar year. 

  

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	 	(v)	“Sponsors” means Cypress Merchant Banking Partners II L.P., Cypress Merchant Banking II C.V., 55th Street Partners II L.P., Cypress Side-By-Side LLC, GS Capital
Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P., GS Capital Partners 2000 Gmbh & Co. Beteiligungs KG, GS Capital Partners 2000 Employee Fund, L.P. and Goldman Sachs Direct Investment Fund 2000, LP. 

  

	 	(w)	“Supplemental Retirement Benefit” means that benefit described in Section 4.1. 

  

	 	(x)	“Supplemental Savings Plan Benefit” means that benefit described in Section 4.2. 

  

	 	(y)	“Unforeseeable Emergency” means a severe financial hardship of the Participant, resulting from any of the following: 

  

	 	(1)	an illness or accident of the Participant, his or her spouse or the Participant’s dependent or dependents (as defined in Code Section 152(a)); 

  

	 	(2)	a loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to such home not otherwise covered by insurance, for example, as a
result of a natural disaster); or 

  

	 	(3)	other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, as determined by the Administrator.


  

	2.2	Construction. Wherever any words are used in the masculine, they shall be construed as if they were used in the feminine in all cases where they would so apply; and wherever
any words are used in the singular or the plural, they shall be construed as through they were used in the plural or singular, as the case may be, in all cases where they would so apply. Titles of articles and sections are for general information
only, and the Plan is not to be construed by reference to such items. The words “hereof,” herein,” and hereunder,” and other similar compounds of the word “here” shall mean and refer to the entire Plan, and not to any
particular provision or Section. 

 Article III. Eligibility and Participation 
  

	3.1	Eligibility and Participation. 

  

	 	(a)	Eligibility. Eligibility to participate in the Plan for any Plan Year is limited to those management and/or highly compensated Employees who are designated, from time to
time, by the Administrator. 

  

	 	(b)	Termination of Participation. Participation in the Plan shall continue as long as the Participant is eligible to receive benefits under the Plan. 

  

	3.2.	Ineligible Participant. Notwithstanding any other provisions of this Plan to the contrary, if the Administrator determines that any Participant may not qualify as a
“management or highly compensated employee” within the meaning of ERISA or regulations thereunder or otherwise determines that the Participant is no longer eligible to participate, the Administrator may determine, in its sole discretion,
that such Participant shall cease to be eligible to participate in this Plan. 

  

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 Article IV. Benefits Under This Plan 
  

	4.1.	Amount of Supplemental Retirement Benefit. 

 The
amount of Supplemental Retirement Benefit due under this Section 4.1 is to be determined as if the amendment to freeze accruals under the Cooper-Standard Automotive Inc. Salaried Retirement Plan effective February 1, 2009 did not occur.

  

	 	(a)	Amount of Supplemental Retirement Benefit for Grandfathered Participants. If a Participant is considered to be a “Grandfathered Participant” under Section 1.02
in the Cooper-Standard Automotive Inc. Salaried Retirement Plan, then the amount of Supplemental Retirement Benefit that a Participant or beneficiary is to receive under this Plan is the amount of benefit which such Participant or beneficiary would
be entitled to receive under the Cooper-Standard Automotive Inc. Salaried Retirement Plan as a Grandfathered Participant, as if such benefit were computed without giving effect to the limitations imposed by Section 415 and
Section 401(a)(17) of the Code and Section 2004(d) of ERISA, less the amount of actual benefit to be paid from the Cooper-Standard Automotive Inc. Salaried Retirement Plan as a Grandfathered Participant. 

  

	 	(b)	Amount of Supplemental Retirement Benefit for Non-Grandfathered Participants. The amount of Supplemental Retirement Benefit payable under this Plan to a Non-Grandfathered
Participant or beneficiary (who therefore accrues on a cash balance basis under this Plan) shall be equal to: 

  

	 	(i)	The amount of benefit which such Non-Grandfathered Participant or beneficiary would accrue on a cash balance basis under the Cooper-Standard Automotive Inc. Salaried Retirement Plan
as if such benefit were computed without giving effect to the limitations imposed by Section 415 or Section 401(a)(17) of the Code and Section 2004(d) of ERISA, and for years beginning on or after January 1, 2006, based on twice
the Participant’s Compensation, as such term is defined in Section 1.02 of the Cooper-Standard Automotive Inc. Salaried Retirement Plan, but without giving effect to the aforementioned limitations imposed by Section 415 or
Section 401(a)(17) of the Code and ERISA Section 2004(d), less 

  

	 	(ii)	The amount of benefit which such Non-Grandfathered Participant or beneficiary actually accrues on a cash balance basis under the Cooper-Standard Automotive Inc. Salaried Retirement
Plan. 

  

	 	(c)	 Amount of Supplemental Retirement Benefit for Participants With Employment Contracts at December 31, 2001. For those Participants with employment
contracts as of December 31, 2001, the amount of Supplemental Retirement Benefit computed under the Plan shall be: (1) the Participant’s cash balance benefit as computed in Section 4.1(b) above, plus (2) [ (a) the final
average pay 



  

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benefit determined under the Cooper Tire & Rubber Company Salaried Employees’ Retirement Plan (computed without giving effect to amendments to
the Cooper Tire & Rubber Company Salaried Employees’ Retirement Plan effective on January 1, 2002 that changed the rate of future benefit accruals), minus (b) the monthly equivalent of the Participant’s cash balance
benefit as computed in 4.1(b) above, minus (c) the monthly equivalent of the cash balance benefit under the Cooper-Standard Automotive Inc. Salaried Retirement Plan]. Service and compensation from such Participant’s immediately previous
employer shall be considered for benefit computation purposes. 


  

	 	(d)	No Duplication of Benefits. Notwithstanding the foregoing, however, no retirement benefits shall be paid under this Plan to or with respect to any Participant who receives a
payment, under an agreement with the Company (or any successor to the Company) or under any plan, program or arrangement of the Company (or any successor of the Company), the amount of which is calculated to be the actuarial equivalent of the
retirement benefit that the Participant has accrued (prior to such payment) under this Plan. 

  

	4.2.	Amount of Supplemental Savings Plan Benefit. 

 The
amount of Supplemental Savings Plan Benefit due under this Section 4.2 is to be determined as if the amendment to suspend fixed matching contributions under the Cooper-Standard Automotive Inc. Investment Savings Plan effective January 1,
2009 did not occur. 
 The benefits that a Participant or beneficiary is entitled to receive under this Plan as a supplement to benefits under
the Cooper-Standard Automotive Inc. Investment Savings Plan shall be equal to the excess of (a.) over (b.) below for each calendar year in which this Plan is in effect, aggregated for all such years, plus the investment return as specified in
Section 4.3 below: 
  

	 	a.	Six percent (6%) of the Participant’s Compensation, as that term is defined in Article I, Section 12 of the Cooper-Standard Automotive Inc. Investment Savings Plan,
but without regard to the limitations imposed by Section 415 or Section 401(a)(l7) of the Code and Section 2004(d) of ERISA, less 

  

	 	b.	The amount of Company Contributions actually credited (or deemed to be credited on or after January 1, 2009) to the Participant’s account in such year under Article IV of
the Cooper-Standard Automotive Inc. Investment Savings Plan. 

 If (b) above shall be zero because of the limitations
imposed by Section 415, Section 401(k) and Section 401(m) of the Code and Section 2004(d) of ERISA, a Participant shall not be required to be a participant in the Cooper-Standard Automotive Inc. Investment Savings Plan to be
entitled to receive a Supplemental Savings Plan Benefit in the amount determined under (a.) above as if Participant had been a participant in the Cooper-Standard Automotive Inc. Investment Savings Plan. 
  

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	4.3.	Investment Return on Supplemental Savings Plan Benefits. The investment return to be included in the calculation of benefits under Section 4.2 shall begin to accrue with
respect to Supplemental Savings Plan Benefits determined for any year on the first business day in January in the following year and shall be deemed to be invested in the prevailing stable value fund or under any other method designated by the
Employer. 

 Current and future allocations between the investment alternatives (“Deemed Investments”) shall be
directed by each Participant in written instructions delivered to Company with such advance notice, at such times and in such manner as prescribed by the Administrator. If a Participant fails to provide any such written directions to the Company,
all of the amounts credited to his or her Supplemental Savings Plan Benefit account shall be deemed to be invested in the prevailing stable value fund. 
  

	4.4.	Limitation on Benefits. In applying Section 415, Section 401(a)(17), Section 401(k) and Section 401(m) of the Code and Section 2004(d) of ERISA, all
contributions to all defined contribution plans are taken into account. 

 Article V. Payment of Supplemental Benefits 
  

	5.1.	Supplemental Benefits are Unfunded. Payment of supplemental benefits hereunder shall be accomplished by means of unfunded payments directly from the Company or from any
grantor trust established by the Company to fund such payments. 

  

	5.2	Payment of Deferred Vested Supplemental Benefits which were Vested at December 31, 2004. Supplemental Retirement Benefits and Supplemental Savings Plan Benefits that
were vested at December 31, 2004 for participants who had terminated employment prior to December 31, 2004 (“Deferred Vested Supplemental Benefits” ), shall be considered “grandfathered” for Code Section 409A
purposes and hence not subject to Code Section 409A. As such, the time and form of payment of such benefits do not need to be amended to comply with Code Section 409A and will continue as provided for in this Plan as of December 31,
2004. 

  

	5.3.	Payment of Supplemental Retirement Benefits On or Before December 31, 2008. Payment of Supplemental Retirement Benefits on or before December 31, 2008 shall be made
under the same time and form of payment and subject to the same conditions as is the normal form of benefit provided under the Cooper-Standard Automotive Inc. Salaried Retirement Plan with respect to such Participant or beneficiary; provided,
however, should the Participant’s death occur before the Participant has made an election to retire and as to the form of payment, the Participant shall have been deemed to have retired on the date immediately prior to the Participant’s
death and to have made a request to receive the capital value of any commutable annuity benefit in a single sum. Such capital value shall be the actuarial equivalent of the annuity payable hereunder, determined by applying the assumptions used for
such purpose under the Cooper-Standard Automotive Inc. Salaried Retirement Plan as in effect at the time of the Participant’s Separation from Service from the Company. 

  

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	5.4(a).	Payment of Supplemental Retirement Benefits determined by reference to final average pay formula after December 31, 2008. Payment of Supplemental Retirement
Benefits after December 31, 2008 determined under Section 4.1(a) or Section 4.1(c) shall be paid immediately after the Participant’s Retirement Date. 

 Benefits computed by reference to the Cooper Tire formula in Addendum A of the Cooper-Standard Automotive Inc. Salaried Retirement Plan shall be paid in
the form of a Straight Life annuity if the Participant is unmarried on his or her Retirement Date (absent election of an optional form as described below) and as an actuarially equivalent Joint & 50% Survivorship annuity if the Participant
is married on his or her Retirement Date (absent election of an optional form as described below). Actuarially equivalent optional forms of life annuities which may be elected by the Participant before the annuity starting date include:
(i) Straight Life, (ii) 5-Year Certain and Life; and (iii) if married, Joint and 50% Survivorship with 5-Year Certain. 
 Benefits computed by reference to the Standard Products formula in Addendum B to the Cooper-Standard Automotive Inc. Salaried Retirement Plan shall be paid in the form of the 5-Year Certain and Life annuity if the Participant is unmarried
on his or her Retirement Date (absent election of an optional form as described below) and in an actuarially equivalent Joint and 55% Survivorship annuity with 5-Year Certain if the Participant is married on his or her Retirement Date (absent
election of an optional form as described below)(the “Qualified Joint and Survivor Annuity”). If a married Participant dies after starting to receive the Qualified Joint and Survivor Annuity and before being married for one year, the
Participant’s benefit shall be deemed to have been paid in the form of the 5-Year Certain and Life annuity as of the Retirement Date, and the difference between payment in such form and the amount actually paid to the Participant before his
death, plus the commuted value of payments which would have been paid in such form for the balance of the 5-Year Certain period, shall be paid to the Participant’s estate in one lump sum. If the spouse of a married Participant who elected the
Qualified Joint and Survivor Annuity dies before the Participant and after benefits commence, the Participant’s benefit shall revert to the 5-Year Certain and Life annuity effective as of the first of the month following the spouse’s date
of death. If a married Participant is divorced or legally separated after starting to receive the Qualified Joint and Survivor Annuity, benefits shall continue to be paid in the Qualified Joint and Survivor Annuity form of payment unless the
judgment of divorce or legal separation or another order meeting the requirements for a domestic relations order under Code Section 414(p)(1)(B) requires that payments revert to the 5-Year Certain and Life annuity, in which case the monthly
payment shall be adjusted as of the first of the month following the date the Administrator receives a copy of the judgment of divorce or legal separation or other domestic relations order. Actuarially equivalent optional forms of life annuities
which may be elected by the Participant before the annuity starting date are (i) Straight Life, (ii) 10-Year Certain and Life, and (iii) if married, Joint & 100% Survivorship. 
  

	5.4(b).	 Payment of Supplemental Retirement Benefits determined by reference to the Non-Grandfathered Cash Balance Formula after December 31, 2008. Payment of
Supplemental Retirement Benefits determined by reference to the Non-Grandfathered Cash Balance Formula after December 31, 2008 shall be paid in a lump sum within 60 days after the Participant’s Separation from Service or within 90 days
after the Participant’s death. If the Participant’s termination is due to a Separation from Service, 



  

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the Participant may elect to have the distribution paid under one of the actuarially equivalent life annuities available to cash balance participants as
optional forms of payment under the Cooper-Standard Automotive Inc. Salaried Retirement Plan, under the following circumstances: 


  

	 	(i)	only if permitted by the Administrator, and provided that such election may not take effect until at least twelve (12) months after the date on which such election is made; and


  

	 	(ii)	only if such payment is deferred for a period of not less than five (5) years from the date the lump sum payment would have otherwise been paid. 

  

	5.5.	Payment of Supplemental Savings Plan Benefits. Payment of the Supplemental Savings Plan Benefits on account of a Separation from Service shall be made in cash in a single
lump sum payment within 60 days after the Participant’s Separation from Service, or within 90 days of the Participant’s death. The notional balance of any Supplemental Savings Plan account (or portions thereof as specified by the
Participant) shall be carried and determined to be invested as provided in Section 4.3 above. 

  

	5.6.	Payment of Supplemental Savings Plan Benefits on Account of an Unforeseeable Emergency. A Participant who has incurred an Unforeseeable Emergency may request, and the
Administrator may, in its sole discretion, approve a distribution on part or all of the Participant’s vested Supplemental Savings Plan Benefit, in accordance with and subject to the limitations set forth in this Section. The amount authorized
for distribution with respect to an Unforeseeable Emergency may not exceed the amount necessary to satisfy the emergency plus amount necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent
to which such hardship is or may be relieved though reimbursement or compensation by insurance or otherwise by liquidation of the Participant’s assets, to the extent that liquidation of such assets would not itself cause severe financial
hardship. No distributions pursuant to this Section 5.6 may be made in excess of the vested value of the Participant’s Account at the time of such distribution. 

  

	5.7.	Payments upon Separation from Service on Account of a Change in Control. For those Participants who also participate in the Cooper-Standard Automotive Inc. Change of Control
Severance Pay Plan, all Supplemental Retirement Benefits and Supplemental Savings Plan Benefits shall be paid as a lump sum within 60 days after termination of employment pursuant to Sections 4(b) or 4(c) of the Cooper-Standard Automotive Inc.
Change of Control Severance Pay Plan. The lump sum amount of benefits determined under Section 4.1(a) or Section 4.1(c) shall be determined using the basis for actuarial equivalence under the Cooper-Standard Automotive Inc. Salaried
Retirement Plan. 

  

	5.8	Payments Upon Participant’s Death before Retirement. All Supplemental Retirement Benefits shall be paid to the Participant’s Beneficiary as a lump sum within 90
days after the death of the Participant before the Participant’s Retirement Date. The lump sum amount of benefits determined under Section 4.1(a) or Section 4.1(c) shall be determined using the basis for actuarial equivalence under
the Cooper-Standard Automotive Inc. Salaried Retirement Plan. 

  

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	5.9	Accelerations or Delays. Notwithstanding any other provision of the Plan, if the Administrator determines that: 

  

	 	(a)	all or any portion of a Participant’s Account is required to be included in the Participant’s income as a result of a failure to comply with the requirements of Code
Section 409A and the regulations promulgated thereunder, the Company or applicable Affiliate shall immediately distribute from the Plan to the Participant or, in the case of the Participant’s death, the Participant’s Beneficiary, in
one single sum, the amount (but not exceeding the amount) that is so taxable. In addition, the Administrator may permit an acceleration of the time or schedule of payment otherwise applicable to a Participant if (i) payment is necessary to
comply with a domestic relations order (as defined in Code Section 414(p)(1)(B)) and (ii) if the distribution is made to an individual other than the Participant; and 

  

	 	(b)	the Participant is a Specified Employee, then any distribution to be made upon a Participant’s Separation from Service shall be delayed until the first day of the seventh month
following the month in which the Participant’s Separation from Service occurs. 

 Article VI. Participants’ Supplemental Savings
Plan Accounts 
  

	6.1.	Establishment of Accounts. The Company, through its accounting records, shall establish an Account for each Participant. In addition, the Company may establish one or more
subaccounts of a Participant’s Account, if the Company determines that such subaccounts are necessary or appropriate in administering the Plan. 

  

	6.2.	Deemed Investments. Amounts credited to a Participant’s Account shall reflect the investment experience of the Deemed Investments selected by the Participant. See
Section 4.3 above. 

  

	6.3.	Accounting. The Company, through its accounting records, shall maintain a separate and distinct record of the amount in each Account as adjusted to reflect any income, gains,
losses and distributions with respect to such Account. 

  

	6.4.	Adjustments to Accounts. The Participant’s Account shall be credited or debited, as the case may be, as follows: 

  

	 	(a)	First, the Account shall be credited or debited with income (loss) as determined by the Administrator using daily business day valuations on the Deemed Investments described in
Section 6.2. 

  

	 	(b)	Second, the Account shall be credited with any allocations under Article IV. 

  

	 	(c)	Finally, the Account shall be debited with the amount of any distributions under the Plan to or on behalf of the Participant, or in the event of his death, the Participant’s
Beneficiary. 

  

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	6.5.	Statement of Accounts. At least annually, a statement shall be furnished to each Participant or, in the event of his death, to his Beneficiary, showing the status of the
Participant’s Account as of the end of the most recent Accounting Period, any changes in the Participant’s Account since the date of the most recent statement furnished to the Participant, and such other information as the Administrator
shall determine. 

  

	6.6.	Accounts for Recordkeeping Purposes Only. Plan Accounts and the recordkeeping procedures described herein serve solely as a device for determining the amount of benefits
accumulated by a Participant under the Plan, and shall not constitute or imply an obligation on the part of the Company or any Affiliate to fund such benefits. 

 Article VII. Financing Benefits 
  

	7.1.	Investment of Accounts. As soon as practicable after the crediting of any amount to a Participant’s Account, the Company may, in its sole discretion, direct that the
Retirement Committee invest the amount credited, in whole or in part, in one or more separate investment funds or vehicles, including, without limitation, certificates of deposit, mutual funds, money market accounts or funds, limited partnerships,
real, personal, tangible or intangible property, or debt or equity securities, including equity securities of the Company (measured by Fair Market Value, book value or any formula selected by the Retirement Committee), (collectively the
“Invested Assets”), as the Retirement Committee shall select, or may direct that the Company retain the amount credited as cash to be added to its general assets. The Company shall be the sole owner and beneficiary of all Invested Assets,
and all contracts and other evidences of the Invested Assets shall be registered in the name of the Company. The Company, under the direction of the Retirement Committee, shall have the unrestricted right to sell any of the Invested Assets included
in any Participant’s Account or to credit the proceeds of the sale to a Participant’s Account as cash. The Invested Assets may, but are not required to, mirror the Investment elections made by the Participant. 

  

	7.2.	Financing of Benefits. Benefits payable under the Plan to a Participant or, in the event of his death, to his Beneficiary, or to an alternate payee pursuant to a domestic
relations order (as defined in Code Section 414(p)(1)(B)), shall be paid by the Company from its general assets. Notwithstanding the fact that the Participants’ Accounts may be adjusted by an amount that is measured by reference to the
performance of the Deemed Investments as provided in Section 4.3, no Participant, Beneficiary or any other person entitled to payment under the Plan, shall have any claim, right, security interest or other interest in any fund, trust, account,
insurance contract, or asset of the Company or Affiliate responsible for such payment. 

  

	7.3.	 Funding. Notwithstanding the provisions of Section 7.2, nothing in this Plan shall preclude the Company from setting aside amounts in trust (the
“Trust”) pursuant to one or more trust agreements between a trustee and the Company. However, Participants, their Beneficiaries or alternate payees, and their heirs, successors and assigns, shall have no secured interest or claim in any
property or assets of the Company or the Trust. The Company’s obligation under the Plan shall be merely that of an unfunded and unsecured 



  

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promise of the Company to pay money in the future. Notwithstanding the foregoing, the Company shall not fund any Trust at a time when such funding would
violate Code Section 409A. 


 Any payments of benefits from the Trust shall, to the extent thereof, discharge the
Company’s obligation to pay benefits under the terms of this Plan, it being the intent of the Company that assets in the Trust be held as security for the Company’s obligation to pay benefits under this Plan. 
 Any such assets held by the Company or an Affiliate in the Trust shall be and remain the sole property of the Trust, and the Participants shall have no
proprietary rights of any nature whatsoever with respect to such assets. 
 Article VIII. Beneficiaries 
  

	8.1.	Beneficiary Designation. 

  

	 	(a)	As used in the Plan the term “Beneficiary” means: 

  

	 	(i)	The person last designated as Beneficiary by the Participant in writing on a form prescribed by the Administrator; 

  

	 	(ii)	If there is no designated Beneficiary or if the person so designated shall not survive the Participant, the person or persons designated as beneficiaries under the Cooper-Standard
Automotive Inc. Investment Savings Plan; or 

  

	 	(iii)	If no such Beneficiary (as determined in Section 8.1(a)(i) or (ii) above) is living upon the death of a Participant, or if all such persons die prior to the full
distribution of the Participant’s Account balance, then Participant’s Account balance shall be paid to the first surviving class of the following classes: 

  

	 	a.	The Participant’s widow or widower. 

  

	 	b.	The Participant’s surviving children. 

  

	 	c.	The Participants surviving parents. 

  

	 	d.	The Participant’s surviving brothers and sisters. 

  

	 	e.	The executor or administrator of the Participant’s estate. 

  

	 	(b)	Any Beneficiary designation may be changed from time to time by the filing of written notice filed with the Administrator. No notice given under this Section shall be effective
unless and until the Administrator actually receives such notice. 

  

	8.2.	 Facility of Payment. Whenever and as often as any Participant or his Beneficiary entitled to payments hereunder shall be under a legal disability or, in the
sole judgment of the Administrator, shall otherwise be unable to apply such payments to his own best interests and advantage, the Administrator in the exercise of its discretion may direct all or any portion of such payments to be made in any one or
more of the following ways: (a) directly to him; (b) to his legal guardian or conservator; or (c) to his spouse or to any 



  

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other person, to be expended for his benefit; and the decision of the Administrator shall in each case be final and binding upon all persons in interest.
Such legal disability is not itself a distributable event under this Plan. 


  

	8.3.	Amendments. Any Beneficiary designation may be changed by a Participant by the filing of a new Beneficiary designation, which will cancel all Beneficiary designations
previously filed. 

 Article IX. Administration 
  

	9.1.	Administration. 

  

	 	(a)	The Plan shall be administered by the Administrator. The Administrator shall have total and exclusive responsibility to control, operate, manage and administer the Plan in
accordance with its terms. 

  

	 	(b)	The Administrator shall have sole and absolute discretion to interpret the provisions of the Plan (including, without limitation, by supplying omissions from, correcting
deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings with respect to any issue arising under the Plan, to determine the rights, status, and eligibility under the Plan of Participants
and other persons, to decide disputes arising under the Plan and to make any determinations and findings (including factual findings) with respect to the benefits payable thereunder and the persons entitled thereto as may be required for the
purposes of the Plan. In furtherance of, but without limiting the foregoing, the Administrator is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of the
Plan (as interpreted, to the extent necessary, by the Administrator): 

  

	 	(i)	To determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto); and


  

	 	(ii)	To conduct the claims procedures specified in Section 9.6. 

 All decisions of the Administrator as to the facts of any case, as to the interpretation of any provision of the Plan or its application to any case, and as to any other interpretative matter or other determination or question under the
Plan shall be final and binding on all parties affected thereby, subject to the provisions of Section 9.6. 
  

	 	(c)	The Administrator may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who may
be counsel to the Company. 

  

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	 	(d)	It is intended that this Plan comply with the provisions of Code Section 409A. This Plan shall be construed and interpreted in a manner that will cause any payment hereunder
that is considered deferred compensation and that is not exempt from Code Section 409A to meet the requirements thereof such that no additional tax will be due under Code Section 409A on such payment. 

  

	9.2.	Plan Administrator. The Company shall be the “administrator” under the Plan for purposes of ERISA. 

  

	9.3.	Binding Effect of Decisions. All decisions and determinations by the Administrator shall be final and binding on all parties. All decisions of the Administrator shall be made
by the vote of the majority, including actions in writing taken without a meeting. All elections, notices and directions under the Plan by a Participant shall be made on such forms as the Administrator shall prescribe. 

  

	9.4.	Successors. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all
of the business and/or assets of the Company expressly to assume and to agree to perform this Plan in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Plan shall be binding
upon and inure to the benefit of the Company and any successor of or to the Company, including without limitation any persons acquiring directly or indirectly all or substantially all of the business and/or assets of the Company whether by sale,
merger, consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the purposes of this Plan), and the heirs, Beneficiaries, executors and administrators of each Participant.


  

	9.5.	Indemnity of Committee and Administrator. The Company shall indemnify and hold harmless the members of the Committee and the Administrator and their duly appointed agents
against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to the Plan, except in the case of gross negligence or willful misconduct by any such member or agent of the Committee and the
Administrator. 

  

	9.6.	Claims Procedure. 

  

	 	(a)	 If a Participant or his designated Beneficiary (the “Claimant”) believes that he or she is entitled to a benefit under the Plan that is not
provided, the Claimant may file a written claim for payments under this Plan with the Administrator. The Administrator shall review the claim within 90 days following the date of receipt of the claim; provided that the Administrator may determine
that an additional 90-day extension is necessary due to circumstances beyond the Administrator’s control, in which event the Administrator shall notify the Claimant prior to the end of the initial period that an extension is needed, the reason
therefor and the date by which the Administrator expects to render a decision. If the Claimant’s claim is denied in whole or part, the Administrator shall provide written notice to the Claimant of such denial. The written notice shall include
the specific reason(s) for the denial; reference 



  

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to specific Plan provisions upon which the denial is based; a description of any additional material or information necessary for the Claimant to perfect the
claim and an explanation of why such material or information is necessary; and a description of the Plan’s review procedures (as set forth in Paragraph (b)) and the time limits applicable to such procedures, including a statement of the
Claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse determination upon review. 


  

	 	(b)	The Claimant has the right to appeal the Administrator’s decision by filing a written appeal to the Administrator within 60 days after Claimant’s receipt of the decision
or deemed denial. The Claimant will have the opportunity, upon request and free of charge, to have reasonable access to and copies of all documents, records and other information relevant to the Claimant’s appeal. The Claimant may submit
written comments, documents, records and other information relating to his or her claim with the appeal. The Administrator will review all comments, documents, records and other information submitted by the Claimant relating to the claim, regardless
of whether such information was submitted or considered in the initial claim determination. The Administrator shall make a determination on the appeal within 60 days after receiving the Claimant’s written appeal; provided that the Administrator
may determine that an additional 60-day extension is necessary due to circumstances beyond the Administrator’s control, in which event the Administrator shall notify the Claimant prior to the end of the initial period that an extension is
needed, the reason therefor and the date by which the Administrator expects to render a decision. If the Claimant’s appeal is denied in whole or part, the Administrator shall provide written notice to the claimant of such denial. The written
notice shall include the specific reason(s) for the denial; reference to specific Plan provisions upon which the denial is based; a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies
of all documents, records, and other information relevant to the Claimant’s claim; and a statement of the Claimant’s right to bring a civil action under section 502(a) of ERISA. 

  

	 	(c)	If the Administrator fails to render a decision on a Claimant’s initial claim for benefits under the Plan or on the Claimant’s subsequent appeal of the
Administrator’s adverse decision, such claim or appeal will be deemed to be denied. 

  

	 	(d)	Notwithstanding the foregoing claims and appeals procedures, to avoid an additional tax on payments that may be payable under this Plan, a Claimant must make a reasonable, good
faith effort to collect any payment or benefit to which the Claimant believes he or she is entitled to hereunder no later than ninety (90) days after the latest date upon which the payment could have been timely made pursuant to Code
Section 409A, and if not paid or provided, must take further enforcement measures within one hundred eighty (180) days after such latest date. 

  

	9.7.	Actuary. An actuary may be employed by the Administrator to advise the Company and such Administrator as to actuarial matters relating to this Plan. 


 

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 ARTICLE X. Amendment and Termination of Plan 
  

	10.1	Amendment. The Company may at any time amend, suspend or reinstate any or all of the provisions of the Plan, except that no such amendment, suspension or reinstatement may
adversely affect any Participant’s Account balance, accrued as of the effective date of such amendment, suspension or reinstatement, without such Participant’s prior written consent. Notwithstanding the foregoing, any change in the
Investments shall not be considered an “adverse” amendment. Written notice of any amendment or other action with respect to the Plan shall be given to each Participant. 

  

	10.2	Termination. The Company, in its sole discretion, may terminate this Plan at any time and for any reason whatsoever (or the Plan shall automatically terminate) in accordance
with and subject to the following rules: 

  

	 	(a)	The Committee at any time, other than proximate to a downturn in the financial health of the Company or any Affiliate, may terminate the Plan and require that all benefits accrued
be distributed to Participants and Beneficiaries in a single sum without regard to a Participant’s prior election as to the form or timing of benefit payments, if 

  

	 	(i)	all plans or arrangements that are considered, with this Plan, to be a single plan within the meaning of Code Section 409A are terminated and liquidated with respect to all
participants, 

  

	 	(ii)	no payments other than those payable under the pre-existing terms of the Plan are made within 12 months of the date on which the arrangement is terminated, 


 

	 	(iii)	all payments are completed within 24 months of the termination, and 

  

	 	(iv)	the Company or Affiliate does not, for three years following the date of termination, maintain an arrangement that would be considered a single plan with this Plan under Code
Section 409A. 

  

	 	(b)	The Committee may terminate the Plan and require that all benefits accrued be distributed to Participants and Beneficiaries in a single sum without regard to a Participant’s
prior election as to the form or timing of benefit payments, at any time during the period that begins thirty (30) days prior to a Change of Control and ends on the date of the Change of Control, provided that all plans or arrangements (that
are considered, with this Plan, to a single plan within the meaning of Code Section 409A) are terminated and liquidated with respect to all Participants that experience the Change of Control event, and further provided that payment is made
within twelve (12) months of the date of termination of the arrangements. 

  

	 	(c)	 The Plan shall terminate and all benefits accrued will be distributed in a single sum without regard to a Participant’s prior election as to the form of




  

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benefit payments, if (i) payment is made upon a complete dissolution that is taxed under Code Section 331 or upon approval of a bankruptcy court
pursuant to Section 503(b)(1)(A) of Title 11 of the United States Code, and (ii) the amounts deferred under the Plan are included in the gross income of Participants and Beneficiaries by the latest of (1) the calendar year in which
the Plan termination occurs, (2) the calendar year in which the amounts are no longer subject to a substantial risk of forfeiture, or (3) the first calendar year in which the payment is administratively practicable.



  

	 	(d)	Except as provided in Paragraphs (a), (b) and (c) above or as otherwise permitted in regulations promulgated by the Secretary of the Treasury under Code Section 409A,
any action that purports to terminate the Plan shall instead be construed as an amendment to discontinue further benefit accruals, but the Plan will continue to operate, in accordance with its terms as from time to time amended and in accordance
with applicable Participant elections, with respect to the Participant’s benefit accrued through the date of termination, and in no event shall any such action purporting to terminate the Plan form the basis for accelerating distributions to
Participants and Beneficiaries. 

  

	 	(e)	Upon termination of the Plan, the Administrator shall take those actions necessary to administer any Accounts existing prior to the effective date of such termination; provided,
however, that a termination of the Plan shall not adversely affect the value of a Participant’s Account without the Participation’s prior written consent. 

 Article XI. Miscellaneous 
  

	11.1	No Guarantee of Employment or Service. Nothing contained in the Plan shall be construed as a contract of employment between the Company and any Employee, or as a right of any
Employee Director, to be continued in the employment or service of the Company, or as a limitation of the right of the Company to discharge any of its Employees, with or without Cause. All Participants remain subject to: change of salary, transfer,
change of job, discipline, layoff, discharge or any other change of employment status, the same as if this Plan had not been adopted. 

  

	11.2	Governing Law. All questions arising in respect of the Plan, including those pertaining to its validity, interpretation and administration, shall be governed, controlled and
determined in accordance with the applicable provisions of federal law and, to the extent not preempted by federal law, the laws of the State of Michigan, without reference to conflict of law principles thereof. 

  

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	11.3	Nonassignability. 

  

	 	(a)	No right or interest under the Plan of a Participant or his or her Beneficiary (or any person claiming through or under any of them), other than the surviving spouse of any deceased
Participant or an alternate payee of a Participant pursuant to a domestic relations order, shall be assignable or transferable in any manner or be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any manner
be liable for or subject to the debts or liabilities of any such Participant or Beneficiary. If any Participant or Beneficiary shall attempt to or shall transfer, assign, alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy or other event happening at any time such benefits would devolve upon anyone else or would not be enjoyed by him or her (other than to an alternate payee of a Participant
pursuant to the terms of a domestic relations order), then the Committee, in its discretion, may terminate his or her interest in any such benefit to the extent the Committee considers necessary or advisable to prevent or limit the effects of such
occurrence. Termination shall be effected by filing a written “termination declaration” with the General Counsel of the Company and making reasonable efforts to deliver a copy to the Participant or Beneficiary whose interest is adversely
affected (the “Terminated Participant”). 

  

	 	(b)	As long as the Terminated Participant is alive, any benefits affected by the termination shall be retained by the Company and, in the Committee’s sole and absolute judgment,
may be paid to or expended for the benefit of the Terminated Participant, his or her spouse, his or her children or any other person or persons in fact dependent upon him or her in such a manner as the Committee shall deem proper under the
provisions of Code Section 409A. Upon the death of the Terminated Participant, all benefits withheld from him or her and not paid to others in accordance with the preceding sentence shall be disposed of according to the provisions of the Plan
that would apply if he or she died prior to the time that all benefits to which he or she was entitled were paid to him or her. 

  

	11.4	Severability. Each section, subsection and lesser section of this Plan constitutes a separate and distinct undertaking, covenant and/or provision hereof. Whenever possible,
each provision of this Plan shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Plan shall finally be determined to be unlawful, such provision shall be deemed severed from
this Plan, but every other provision of this Plan shall remain in full force and effect, and in substitution for any such provision held unlawful, there shall be substituted a provision of similar import reflecting the original intention of the
parties hereto to the extent permissible under law. 

  

	11.5	 Withholding Taxes. Notwithstanding the time or schedule of payments otherwise applicable to the Participant, the Administrator may direct that distributions
from a Participant’s vested Account be made (i) to pay the Federal Insurance Contributions Act (“FICA”) tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) with respect to compensation deferred under the Plan,
(ii) to pay the income tax at source on wages imposed under Code Section 3401 or the corresponding withholding provisions of applicable state, local, or foreign tax laws as a result of the payment of FICA taxes, and 



  

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(iii) to pay the additional income tax at source on wages attributable to the “pyramiding” of Code Section 3401 wages and taxes; provided that
the total amount distributed under this provision must not exceed the aggregate of the FICA tax and the income tax withholding related to such FICA tax. 


 The amount of cash actually distributed to the Participant in accordance with the time or schedule of payments applicable to the Participant will be reduced by applicable tax withholding except to the extent such
withholding requirements previously were satisfied in accordance with Paragraph (a) above. 
  

	11.6	Legal Fees, Expenses Following a Change of Control. It is the intent of the Company that following a Change of Control no Participant be required to incur the expenses
associated with the enforcement of his or her rights under this Plan by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to a Participant hereunder.
Accordingly, if following a Change of Control it should appear that the Company has failed to comply with any of its obligations under this Plan or in the event that the Company or any other person takes any action to declare this Plan void or
unenforceable, or institutes any litigation designed to deny, or to recover from, the Participant the benefits intended to be provided to such Participant hereunder, the Company irrevocably authorizes such Participant from time to time to retain
counsel of his or her choice, at the expense of the Company, as hereafter provided, to represent such Participant in connection with the initiation or defense of any litigation or other legal action, whether by or against the Company or any
director, officer, stockholder or other person affiliated with the Company in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to such
Participant’s entering into an attorney-client relationship with such counsel, and in that connection the Company and such Participant agree that a confidential relationship shall exist between such Participant and such counsel. Following a
Change of Control, the Company shall pay and be solely responsible for any and all attorneys’ and related fees and expenses incurred by such Participant as a result of the Company’s failure to perform under this Plan or any provision
thereof, or as a result of the Company or any person contesting the validity or enforceability of this Plan or any provision thereof. 

  

	11.7	Top-Hat Plan. The Plan is intended to be a plan which is unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management
or highly compensated employees within the meaning of Sections 201, 301 and 401 of ERISA, and therefore to be exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA. Accordingly, notwithstanding any other provision of the Plan and
subject to the provisions of Code Section 409A, the Plan will terminate and no further benefits will accrue hereunder in the event it is determined by a court of competent jurisdiction or by an opinion of counsel based upon a change in law that
the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA, which is not so exempt. In addition and notwithstanding any other provision of the Plan, in the absolute discretion of the Committee but only to
the extent permitted by Code Section 409A, the amount credited to each Participant’s Account under the Plan as of the date of termination, which shall be an Accounting Date for purposes of the Plan, will be paid immediately to such
Participant in a single lump sum cash payment. Such payment shall completely discharge the Company’s obligations under this Plan. 

  

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	11.8	Miscellaneous Distribution Rules. The following rules will supersede any inconsistent distribution provisions of the Plan. In the circumstances described in Paragraphs (a),
(b) and (c) below, a payment that would otherwise be due and payable under the terms of the Plan with respect to amounts that are subject to Code Section 409A will be delayed, and payment will be made in accordance with this Section.


 (a) Code Section 162(m). If and to the extent that the Company reasonably anticipates that its income tax
deduction with respect to a payment will be limited or eliminated by application of Code Section 162(m), the payment shall be deferred until either (i) the earliest date at which the Company reasonably anticipates that the Company’s
deduction for the payment will not be limited or eliminated by application of Code Section 162(m), or (ii) the calendar year in which occurs the Participant’s Separation from Service. 
 (b) Jeopardy to Company. If any payment required under the terms of this Plan would jeopardize the ability of the Company to continue as a going
concern, the Company shall not be required to make such payment; rather, the payment shall be delayed until the first date that making the payment does not jeopardize the ability of the Company to continue as a going concern. 
 (c) Federal Securities and Other Applicable Law. If and to the extent that the Company reasonably anticipates that the making of a payment will
violate Federal securities laws or other applicable law, the payment shall be deferred until the earliest date at which the Company reasonably anticipates that the making of the payment will not cause such violation. For this purpose, the making of
a payment is not treated as a violation of applicable law because the payment would cause the inclusion of amounts in gross income of the recipient or result in a penalty or any provision of the Code being or becoming applicable. 
  

	11.9	Compliance with Code Section 409A. Effective January 1, 2005, the Plan was administered in good faith compliance with Code Section 409A. Effective
January 1, 2008, the Plan was amended and restated to reflect the final regulations promulgated under Code Section 409A. 

  

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