EX-10.1 2 exhibit101september2016.htm EXHIBIT 10.1 Exhibit
Exhibit 10.1

exhibit101number1revi_image1.jpg




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