39550 Orchard Hill Place " Novi, MI 48375 " Phone: (248) 596-5900 " Fax: (248) 596-6535

On behalf of Cooper-Standard, I am pleased to confirm our offer of employment to you as Executive Vice President of Cooper-Standard Holdings Inc. and its main operating subsidiary, Cooper-Standard Automotive Inc. (collectively, the “Company”) commencing Monday, February 2, 2015 and Executive Vice President, Chief Financial Officer of the Company commencing Monday, March 2, 2015. In these positions, you will be located in the Company’s world headquarters in Novi, Michigan and will report to me. The following outlines the key terms of our offer.

Base Salary. Your base salary will be $400,000 per year, paid bi-weekly, less deductions and withholdings required by law. The base salaries of executive officers of the Company are generally reviewed for possible adjustment in the first quarter of each year.

Annual Incentive Award. You will be eligible to participate in the company’s Annual Incentive Plan (“AIP”). Your target AIP award will be 65% of your annual base salary, not subject to proration.

The annual incentive payout for 2015 will be based on the achievement of an adjusted EBITDA target and the achievement of an Operation Cash Flow performance goal established by the Compensation Committee of the Board of Directors. The Compensation Committee will be reviewing the basis upon which achievement and payout will be determined for performance year 2015 and beyond, and final decisions are expected in this regard in the coming months.

Executive Severance Pay Plan. As an executive officer of the Company, you will be eligible for severance benefits in the event of the termination of your employment with the Company under certain circumstances under the Company’s Executive Severance Pay Plan in accordance with the terms of the plan as in effect at the time of termination.

Long Term Incentive Awards. You will also be eligible for long-term incentive awards under the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan (the “Omnibus Plan”) and the Cooper-Standard Automotive Inc. Long-Term Incentive Plan (together, the “LTIP”). In the first quarter of 2015, you will receive LTIP awards designed to have an aggregate value, at the time of grant, targeting approximately $500,000.

In recent years, LTIP awards have included both performance and time-vested equity components. As a reference, in 2014, the aggregate LTIP target award value granted to the company’s senior management team was delivered in the following manner:

Similar to its review of the Annual Incentive Plan, the Compensation Committee will be reviewing the basis upon which achievement and payout will be determined for the performance award component of the LTIP and also may consider allocating the aggregate LTIP award across performance share units, restricted stock units, and stock options in proportions different than the illustrative 2014 allocations outlined above. Final decisions are expected in the coming months.

 

Benefits. Coverage under the Company’s Health & Well-Being benefit program for yourself and your eligible dependents will commence upon the first day of the month following your hire date. Eligibility to participate in the Company’s 401(k) plan will commence 30 days after your first day of employment. In addition, you will be eligible to participate in the Company’s Supplemental Executive Retirement Plan (“SERP”). The SERP provides for an enhanced level of retirement benefits and compensates for the loss of benefits under the 401(k) plan resulting from certain limitations imposed by the Internal Revenue Code. In all cases, eligibility and benefits provided are governed by the terms of the applicable plan documents and may be modified from time to time at the Company’s discretion and in accordance with the law.

Vacation. The Company’s vacation eligibility runs on a calendar year and vacation days are accrued on a monthly basis. You will be eligible for 20 days of paid vacation annually and will receive the full 20 days for 2015.

Company Car. You will be eligible to participate in the Company’s leased vehicle program at the Executive level. The selection options and terms of the program will be more clearly outlined after commencement of employment.

    

Non-Competition, Nondisclosure and Patent Assignment Agreement. As a condition of your employment and prior to your commencement of work as an employee, you must sign the Company’s Non-competition, Nondisclosure and Patent Assignment Agreement, a copy of which is being sent to you with this letter for your information and review.

You agree that, if you are employed by the Company, the employment relationship is “at-will” which means that either the Company or you may terminate the employment relationship at any time with or without cause or notice. The compensation and benefit plans and practices of the Company are subject to modification or termination at the discretion of the Company at any time

in accordance with applicable law, and nothing herein constitutes an undertaking by the Company to continue any such plan or practice as it may apply to you.

The terms and conditions set forth in this letter shall be governed and construed in accordance with the laws of the State of Michigan.

Matt, it is a pleasure to be able to extend this offer of employment to you. We are looking forward to your joining Cooper Standard.