Cooper-Standard Holdings Inc. 2011



 Exhibit 10.1 
 COOPER-STANDARD HOLDINGS INC. 2011 OMNIBUS INCENTIVE PLAN 
 RESTRICTED
STOCK UNIT AWARD 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 Restricted Stock Units 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. The Company hereby grants to the Participant 6,400 Restricted Stock Units on the
terms and conditions set forth in this Agreement. The Participant’s rights with respect to the Restricted Stock Units will remain forfeitable at all times prior to the Lapse Date described in Section 3. 

2. Restrictions on Transfer. The Participant will not be entitled to sell, transfer, or otherwise dispose of or pledge or
otherwise hypothecate or assign the Restricted Stock Units. Prior to the date on which the Restricted Stock Units are settled as provided in Section 4 (the “Settlement Date”), the Participant will not be entitled to sell, transfer, or
otherwise dispose of or pledge or otherwise hypothecate or assign the Shares underlying the Restricted Stock Units (collectively, the “Transfer Restrictions”); provided, however, that in no event will the Participant, after the Settlement
Date, be entitled to transfer, sell, pledge, hypothecate or assign the Shares issued in respect of the Restricted Stock Units except as provided for in a stockholders agreement, if any. 

3. Vesting; Termination of Employment. 
 (a) Vesting. One hundred percent (100%) of the Restricted Stock Units shall vest and no longer be subject to forfeiture on the third anniversary of the Date of Grant (the “Lapse
Date”), subject to the Participant’s continued employment with the Company or its Affiliate until such date. 
 (b) Termination of Employment. Notwithstanding anything to the contrary contained in any employment agreement between the Participant and the Company, the treatment of the Restricted Stock Units
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. If the Participant’s employment with the Company and
its Affiliates terminates for any reason, the Restricted Stock Units shall, to the extent that the Lapse Date has not occurred, be canceled by the Company without consideration; 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, then a number of Restricted Stock Units equal to (x) the total number of
Restricted Stock Units 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, shall vest and
no longer be subject to forfeiture as of the date of such termination, and any remaining Restricted Stock Units shall be canceled by the Company without consideration. For purposes hereof, the Restricted Stock Units that vest upon a
Participant’s termination of employment shall be paid only upon the Participant’s separation from service within the meaning of Code Section 409A. 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. 
 4.
Settlement. 
 (a) General. Except as otherwise provided in Section 4(b), as soon as
practicable after the Restricted Stock Units vest (but no later than two-and-one-half months from the end of the fiscal year in which vesting occurs), the Company will settle such vested Restricted Stock Units by electing either to (a) issue in
the Participant’s name a stock certificate or certificates or make an appropriate book entry for a number of Shares equal to the number of Restricted Stock Units that have vested or (b) deliver an amount of cash equal to the Fair Market
Value, determined as of the vesting date, of a number of Shares equal to the number of Restricted Stock Units that have vested. The Transfer Restrictions applicable to the Shares issued in respect of the Restricted Stock Units shall lapse upon such
issuance. 
 (b) Six-Month Delay for Specified Employees. Notwithstanding any other provision in the Plan
or this Agreement to the contrary, if (i) the Restricted Stock Units become vested as a result of a termination of the Participant’s employment by the Company and its Affiliates for other than death, and (ii) the Participant is a
“specified employee” within the meaning of Code Section 409A as of the date of such separation from service, then settlement of such vested Restricted Stock Units shall occur on the date that is six months after the date of the
Participant’s separation from service. 
 (c) Stock Certificate Restrictions. The Company shall not
be liable to the Participant for damages relating to any delays in issuing any stock certificates hereunder to the Participant, any loss of any such certificates, or any mistakes or errors in the issuance of such certificates or in such certificates
themselves; provided that the Company shall correct any such errors caused by it. Any such certificate or certificates shall be subject to such stop transfer orders and other restrictions as the Committee


  
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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. 
 5. Dividends and Voting Rights. Subject to Section 11, the Participant shall not have voting rights with respect to the Shares underlying the Restricted Stock Units unless and until such
Shares are reflected as issued and outstanding shares on the Company’s stock ledger. The Participant shall receive a cash payment equivalent to any dividends or other distributions paid with respect to the shares of Common Stock underlying the
Restricted Stock Units, so long as the applicable record date occurs on or after the Date of Grant and before such Restricted Stock Units are forfeited. If, however, any dividends or distributions with respect to the Shares underlying the Restricted
Stock Units are paid in Shares rather than cash, then the Participant shall be credited with additional restricted stock units equal to the number of Shares that the Participant would have received had the Restricted Stock Units been actual Shares,
and such restricted stock units shall be deemed Restricted Stock Units subject to the same risk of forfeiture and other terms of this Agreement and the Plan as apply to the other Restricted Stock Units granted under this Award. Any amounts due to
the Participant under this provision shall be paid to the Participant or distributed, as applicable, at the same time as payment is made in respect of the Restricted Stock Units granted under this Agreement. 

6. No Right to Continued Employment. The granting of the Restricted Stock Units 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. 

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 Restricted Stock Units or any transfer under or with respect to the Restricted Stock Units 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 Restricted Stock Units, 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. 

  
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 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. Restricted Stock Units 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 Restricted Stock Units 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. 

  
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 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


 Restricted Stock Units: 6,400 

  
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