COOPER-STANDARD AUTOMOTIVE INC. NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN Amended and Restated as of January 1, 2011 COOPER-STANDARD AUTOMOTIVE INC. NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN INDEX

Exhibit 10.12

COOPER-STANDARD AUTOMOTIVE INC.

NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN

Amended and Restated as of January 1, 2011

COOPER-STANDARD AUTOMOTIVE INC.

NONQUALIFIED SUPPLEMENTARY BENEFIT PLAN

INDEX

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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 retirement benefits and certain death benefits under the Cooper-Standard Automotive Inc. Salaried Retirement Plan, when benefits under such qualified plan are limited due to (i) Section 415 or Section 401(a)(17) 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.

Article II. Definitions and Terms; Construction

2.1. Definitions and Terms.

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

(b) “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.

(c) “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.

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

(e) “Change of Control” shall have the meaning given in the Cooper-Standard Holdings Inc. 2011 Omnibus Incentive Plan, or any successor or replacement plan thereto, as it may be amended from time to time. Notwithstanding the foregoing, no “Change of Control” shall occur for purposes of this Plan unless such transaction also qualifies as a change of control under Code Section 409A.

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

(g) “Company” means the Cooper-Standard Automotive Inc., an Ohio corporation, and any successor or successors thereto.

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

(i) “Participant” means any employee of the Company who is listed on Exhibit A hereto.

(j) “Plan” means this Cooper-Standard Automotive Inc. Nonqualified Supplementary Benefit Plan, as amended or restated from time to time.

(k) “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.

(l) “Retirement” or “Retirement Date” means the first of the month coincident with or following the later of (i) Separation from Service 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.

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(m) “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 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:

(n) “Specified Employee” means a Participant who, as of the date of his 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

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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.

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

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.

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Article III. Eligibility and Participation

3.1. Eligibility and Participation.

(a) Eligibility. Only individuals who are Participants on January 1, 2011 (as listed in Exhibit A) are eligible to participate in the Plan on and after January 1, 2011. Individuals who terminated employment prior to January 1, 2011 with a deferred vested benefit and retirees who are in pay status are also considered Participants on and after January 1, 2011.

(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 of 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, less the amount of actual benefit to be paid from the Cooper-Standard Automotive Inc. Salaried Retirement Plan as a Grandfathered Participant (determined as if such benefits commenced on the Participant’s Retirement Date and were paid in the default form of payment described in Section 5.2 of this Plan).

(b) 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 the sum of (1) and (2), where:

(i) The amount of benefit which such Participant 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 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, determined as of the Participant’s Retirement Date, less

(ii) The amount of benefit which such Participant actually accrues on a cash balance basis under the Cooper-Standard Automotive Inc. Salaried Retirement Plan, determined as of the Participant’s Retirement Date; and

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(c) 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.

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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 Supplemental Retirement Benefits.

(a) Payment of Supplemental Retirement Benefits due under Section 4.1(a) or 4.1(b)(2) shall, subject to the provisions of Section 5.5, begin to be paid immediately upon the Participant’s Retirement Date as follows:

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(b) Payment of Supplemental Retirement Benefits due under Section 4.1(b)(1) shall, subject to the provisions of Section 5.5, be paid in a lump sum within sixty (60) days after the Participant’s Separation from Service or within ninety (90) days after the Participant’s death. If the Participant’s termination is due to a Separation from Service, 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:

5.3. 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 shall be paid as a lump sum within 60 days after Separation from Service 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 shall be determined using the basis for actuarial equivalence under the Cooper-Standard Automotive Inc. Salaried Retirement Plan.

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

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

(a) all or any portion of a Participant’s Supplemental Retirement Benefits 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 and during the six months thereafter shall be accumulated and paid in a lump sum on the first day of the seventh month following the month in which the Participant’s Separation from Service occurs.

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Article VI. Financing Benefits

6.1. 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. 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.

6.2. 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 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.

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Article VII. Beneficiaries

7.1. Beneficiary Designation.

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

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

(c) Notwithstanding the foregoing, if a Participant elects a joint and survivor annuity form hereunder, then upon the death of a Participant after payments commence, death benefits shall be paid to the contingent annuitant designated by the Participant in such election.

7.2. 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 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.

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Article VIII. Administration

8.1. 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):

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 8.6.

(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.

(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.

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

8.3. 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.

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8.4. 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.

8.5. 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.

8.6. Claims Procedure.

(a) If a Participant or his designated Beneficiary (the “Claimant”) believes that he 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 claim must be filed within ninety (90) days of the date payments under the Plan are made or begin to be made, as applicable. The Administrator shall review the claim within ninety (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 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 sixty (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 claim with the appeal. The Administrator will review all comments, documents, records and other information submitted by the Claimant

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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 sixty (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 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.

8.7. 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 IX. Amendment and Termination of Plan

9.1. 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 Supplemental Retirement benefit, accrued as of the effective date of such amendment, suspension or reinstatement, without such Participant’s prior written consent. Written notice of any amendment or other action with respect to the Plan shall be given to each Participant.

9.2. 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

(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 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.

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(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) The lump sum amount of benefits hereunder shall be determined using the basis for actuarial equivalence under the Cooper-Standard Automotive Inc. Salaried Retirement Plan.

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Article X. Miscellaneous

10.1. 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 on any employee 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.

10.2. 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.

10.3. Nonassignability.

(a) No right or interest under the Plan of a Participant or his 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 benefits hereunder or any part thereof, or if by reason of his bankruptcy or other event happening at any time such benefits would devolve upon anyone else or would not be enjoyed by him (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 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 spouse, his children or any other person or persons in fact dependent upon him 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 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 died prior to the time that all benefits to which he was entitled were paid to him.

10.4. 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

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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.

10.5. Withholding Taxes. Notwithstanding the time or schedule of payments otherwise applicable to the Participant, the Administrator may accelerate distributions to 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 (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 the paragraph above.

10.6. 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 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 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. The Company will either pay such fees directly, or reimburse the Participant for such fees and expenses within ten (10) days following the date the Participant submits documentation reasonably substantiating such fees and expenses; provided that in no event shall such fees and expenses be reimbursable after the end of the calendar year following the year in which the Participant incurred such fees or expenses.

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10.7. 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.

10.8. 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.

10.9. 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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EXHIBIT A

PARTICIPANTS

James S. McElya (Section 4.1(b))

Edward A. Hasler (Section 4.1(a))

Hiram M. Thurmond (Section 4.1(a))

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