Cooper-Standard Holdings Inc. 2011



 Exhibit 10.2 
 COOPER-STANDARD HOLDINGS INC. 2011 OMNIBUS INCENTIVE PLAN 
 NONQUALIFIED
STOCK OPTION AGREEMENT 
 THIS AGREEMENT (this “Agreement”), is made effective as of the
30th day of March, 2012 (the “Date of Grant”),
between Cooper-Standard Holdings Inc., a Delaware corporation (the “Company”), and the individual whose name is set forth on the signature page hereof (the “Participant”): 

R E C I T A L S: 

WHEREAS, the Company has adopted the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan (the “Plan”), which Plan is
incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and 
 WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the Options provided for herein to the Participant pursuant to the Plan and the
terms set forth herein. 
 NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as
follows: 
  

	1.	Grant of the Options. The Company hereby grants to the Participant the right and option to purchase, on the terms and conditions hereinafter set forth and
subject to adjustment as set forth in the Plan, Options to purchase any part or all of an aggregate of 24,200 Shares. The purchase price of the Shares subject to the Options shall be US $43.74 per Share (the “Option Price”). The Options
are intended to be non-qualified stock options, and are not intended to be treated as options that comply with Section 422 of the Code. 

  

	2.	Vesting. 


(a) Vesting While Employed. 

(i) Subject to to the Participant’s continued employment with the Company or its Affiliate, the Option shall vest
with respect to all of the Shares covered by the Option on the third anniversary of the Date of Grant. 
 (ii)
Notwithstanding the foregoing, in the event of a Change of Control while the Participant remains in employment with the Company or its Affiliate, 50% of the then unvested portion of the Option shall, to the extent outstanding, immediately become
fully vested and exercisable, and the remaining 50% of such portion shall vest in accordance with Section 2(a)(i); provided, however, that upon termination of the Participant’s employment by the Company and its Affiliates without Cause or
by the Participant for Good Reason, in each case within two years after a Change of Control, the remaining unvested portion of the Option shall, to the extent outstanding, immediately become fully vested and exercisable. 







 (b) Termination of Employment. Notwithstanding anything to the contrary contained in
any employment agreement between the Participant and the Company, the treatment of the Options following Participant’s termination of employment shall be governed exclusively by the Plan and this Agreement, except to the extent that capitalized
terms used in the Plan or this Agreement are specifically defined by reference to such employment agreement. Subject to the provisos in Section 2(a)(ii), if the Participant’s employment with the Company and its Affiliates terminates for
any reason, the Options shall, to the extent not then vested, be canceled by the Company without consideration, and the vested portion of the Options shall remain exercisable for the period set forth in Section 3(a); provided that upon
termination of the Participant’s employment by the Company and its Affiliates without Cause, by the Participant for Good Reason, or due to the Participant’s death, Disability or Retirement, the Participant shall be deemed vested as of the
date of such termination in a number of Shares subject to the Option equal to (x) the total number of Shares subject to the Option multiplied by (y) a fraction, the numerator of which is the number of the Participant’s days of
employment from the Date of Grant through the date of termination and the denominator of which is 1,095, and any remaining unvested portion of the Option shall be canceled by the Company without consideration. For the avoidance of doubt,
Participant’s service provided solely in the capacity of a non-employee director shall not be considered a continuation of employment for purposes of this Agreement. 

 

	3.	Exercise of Option. 

 (a) Period of Exercise. Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the vested portion of the Option at any time prior to the
earliest to occur of: 
 (i) the tenth anniversary of the Date of Grant; 

(ii) the first anniversary of the date of the Participant’s termination of employment due to death, Disability,
Retirement, by the Company and its Affiliates without Cause, by the Participant for Good Reason, or in connection with a Change of Control; and 
 (iii) 90 days following the date of the Participant’s termination of employment by the Company and its Affiliates for Cause or by the Participant without Good Reason. 

(b) Method of Exercise. 
 (i) Subject to Section 3(a), the vested portion of an Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that such portion
may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which such portion is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made
at the election of the Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted 







 
by the Committee, in Shares having a Fair Market Value equal to the aggregate Option Price for the Shares being purchased and satisfying such other requirements as may be imposed by the
Committee; provided that such Shares have been held by the Participant for no less than six months (or such other period, if any, as established from time to time by the Committee in order to avoid adverse accounting treatment applying generally
accepted accounting principles), (iii) partly in cash and, to the extent permitted by the Committee, partly in such Shares or (iv) if there is a public market for the Shares at such time and if the Committee has authorized or established
any required plan or program, through the delivery of irrevocable instructions to a broker to sell Shares obtained upon the exercise of an Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the
aggregate Option Price for the Shares being purchased. The Participant shall not have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of
the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan. 
 (ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Options may not be exercised prior to the completion of any registration or qualification of the Options or the
Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.

 (iii) Upon the Company’s determination that an Option has been validly exercised as to any of the Shares,
the Company shall issue a certificate or certificates in the Participant’s name for such Shares; provided that the Committee may determine instead that such Shares shall be evidenced by book-entry registration. However, the Company shall not be
liable to the Participant for damages relating to any delays in issuing any such certificates to the Participant, any loss of any such certificates, or any mistakes or errors in the issuance of any such certificates or in any such certificates
themselves; provided that the Company shall correct any such errors caused by it. 
 (iv) In the event of the
Participant’s death, the vested portion of the Options shall remain exercisable by the Participant’s executor or administrator, or the Person or Persons to whom the Participant’s rights under this Agreement shall pass by will or by
the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof. 

 

	4.	No Right to Continued Employment. The granting of the Options evidenced hereby and this Agreement shall impose no obligation on the Company or any of its
Affiliates to continue the employment of the Participant and shall not lessen or affect the Company’s or its Affiliate’s right to terminate the employment of the Participant. 









	5.	Legend on Certificates. The certificates representing the Shares purchased by exercise of the Options, if applicable, shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable
Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions, including reference to the fact that all Shares acquired hereunder shall be subject to the
terms of a stockholders agreement, if any. 

  

	6.	Transferability. The Options may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by
will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of
a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of an Option to heirs or legatees of the Participant shall be effective to bind the Company unless the
Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions
hereof. During the Participant’s lifetime, the Options are exercisable only by the Participant. 

  

	7.	Withholding. The Participant may be required to pay to the Company or any Affiliate, and the Company and its Affiliates shall have the right and are hereby
authorized to withhold, any applicable withholding taxes in respect of the Options, their exercise or any payment or transfer under or with respect to the Options and to take such other action as may be necessary in the opinion of the Committee to
satisfy all obligations for the payment of such withholding taxes. 

  

	8.	Securities Laws. Upon the acquisition of any Shares pursuant to the exercise of the Options, the Participant will make or enter into such written
representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement. 


 

	9.	Notices. Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company
and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party may hereafter designate in writing to the other. Any such notice shall be deemed
effective upon receipt thereof by the addressee. 

  

	10.	Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAWS.


  

	11.	 Options Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a
copy of the Plan, the Commitment Agreement and the Plan of Reorganization. The Options are subject to the Plan. The terms 










	 	
and provisions of the Plan as they may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a
term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail. 

  

	12.	Signature in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. 








 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. 

 

			
	COOPER-STANDARD HOLDINGS INC.
		
	By:	 	 /Kimberly L. Dickens/
		 	Vice President, Human Resources


  

	
	 Agreed and acknowledged as of the
 date first above written:

	
	 /James S. McElya/
	Participant: James S. McElya