1 EXHIBIT 10(s) EMPLOYMENT AGREEMENT

1
EXHIBIT 10(s)

EMPLOYMENT AGREEMENT

Between

THE STANDARD PRODUCTS COMPANY

And

XXXXXX X. XXXXXXXXX
2

TABLE OF CONTENTS

PAGE

ARTICLE I

Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.01 Employment As Chief Executive Officer . . . . . . . . . . . . . . . . . . . . 1
1.02 Election as Director and Vice Chairman . . . . . . . . . . . . . . . . . . . . 1
1.03 Other Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

Term of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.01 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE III

Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.01 Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.02 Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE IV

Other Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.01 Incentive, Savings and Retirement Plans . . . . . . . . . . . . . . . . . . . 2
4.02 Welfare Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.03 Fringe Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.04 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.05 Automobile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.06 Office and Support Staff . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.07 Vacation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.08 Relocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.09 Country Club . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE V

Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.01 Termination of Employment for Cause or Other Than for Good Reason . . . . . . 4
5.02 Termination of Employment for Death or Disability . . . . . . . . . . . . . . 4
5.03 Termination of Employment By The Company Without Cause Or By the
Executive for Good Reason . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.04 Other Termination Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE VI

Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.01 "Disability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.02 "Cause" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.03 "Change in Control" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
6.04 "Good Reason" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.05 "Date of Termination" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE VII

Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.01 Noncompetition Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.02 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.03 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.04 Nonalienation of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.05 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.06 Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.07 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.08 Counterpart Originals . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.09 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.10 Effect on Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.11 Filing with SEC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
7.12 Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

EMPLOYMENT AGREEMENT

THIS AGREEMENT, executed this 1st day of July 1997, is made by and
between THE STANDARD PRODUCTS COMPANY, an Ohio corporation having its principal
place of business in Dearborn, Michigan (the "Company"), and XXXXXX X.
XXXXXXXXX, a resident of Cincinnati, Ohio (the "Executive").

The Company desires to obtain the services of the Executive, and the
Executive is willing to render such services, in accordance with the terms
hereinafter set forth.

Accordingly, the Company and the Executive agree as follows:

ARTICLE I

Duties

1.01 Employment As Chief Executive Officer. On July 1, 1997,
Executive shall become an employee of the Company and on July 24, 1997,
Executive shall become the Chief Executive Officer of the Company, at which
time he shall assume the duties and responsibilities commensurate with that
position. The Executive will report to the Board of Directors of the Company
(the "Board"). During the Contract Term, and excluding any periods of
vacation, sick leave or disability to which the Executive is entitled, the
Executive agrees to devote the Executive's full attention and time to the
business and affairs of the Company and to use the Executive's best efforts to
perform faithfully and efficiently the duties and responsibilities of the
Executive's positions as described herein.

1.02 Election as Director and Vice Chairman. On July 24, 1997, a
special meeting of the Board shall be held to increase the number of the Board
by one and to name Executive as a member of the Board with a term expiring in
1999. At the same meeting, Executive will be elected as Vice Chairman of the
Board. It is planned that Xxxxx X. Xxxx, Xx. will remain as Chairman of the
Board until the Annual Meeting in October 1999, at which time Executive will be
proposed to the Board as Chairman of the Board.

1.03 Other Activities. During the Contract Term (as defined in
Section 2.01), it shall not be a violation of this Agreement for the Executive
to serve on civic, charitable or not-for-profit boards or committees
(including, without limitation, General Motors Institute), so long as such
activities do not significantly interfere with the performance of the
Executive's duties in accordance with this Agreement. Executive is also
authorized, subject to the same limitation, to serve on the Board of Directors
of Xxxxxxx Industries. Executive shall not serve on the Board of Directors of
any other for-profit corporation without prior approval of the Compensation
Committee of the Board. Executive shall relinquish any day-to-day
5

responsibilities relating to Milford Dodge, Inc., Milford, Ohio, but shall be
permitted to remain as an investor, director, officer and employee and to own
the real estate of the dealership.

ARTICLE II

Term of Agreement

2.01 Term. Subject to the termination provisions hereinafter
provided, the term ("Contract Term") of this Agreement shall commence on July
1, 1997 and end on June 30, 1999; provided, however, that the Contract Term
shall be automatically extended each day commencing with July 1, 1997 for an
additional day so that this Agreement shall at all times have an unexpired term
of two (2) years until the date written notice is provided by either the
Company or the Executive that this Agreement is not to be further extended or
until ten (10) years from the date hereof, whichever shall first occur.

ARTICLE III

Compensation

3.01 Base Salary. During the Contract Term, the Company shall pay
or cause to be paid to the Executive in cash, in accordance with the normal
payroll practices of the Company for senior executives, in installments not
less frequently than monthly, an annual base salary ("Annual Base Salary")
equal to $500,000 during each year of the Contract Term. The Company may from
time to time increase the Executive's Annual Base Salary, provided that it
shall not be reduced after any such increase, and the term Annual Base Salary
as used in this Agreement shall refer to the Annual Base Salary as so
increased.

3.02 Bonus. The Company shall pay or cause to be paid to the
Executive a bonus in accordance with the Company's Officers Incentive Bonus
Plan, as the same may be amended or modified from time to time, provided, that
for the period ending June 30, 1998, Executive shall be paid the greater of
$200,000 or the amount to which he would be entitled under said Plan, and
further provided that the six (6) months waiting period for eligibility under
said Plan is hereby waived.

ARTICLE IV

Other Benefits

4.01 Incentive, Savings and Retirement Plans. In addition to
Annual Base Salary and Annual Bonus, the Executive shall be

-2-
6

entitled to participate during the Contract Term in all incentive savings and
retirement plans, practices, policies and programs applicable to other senior
executives of the Company as the same may be amended or modified from time to
time, and, in addition:

(a) Stock Options: The Company through its Compensation
Committee hereby agrees to grant to the Executive options to purchase
200,000 Common Shares of the Company pursuant to the terms of the
Company's 1996 Stock Option Plan at an exercise price equal to the
fair market price of such stock on the day Executive commences
employment with the Company. Executive acknowledges that under the
Internal Revenue Code of 1986 the amount of incentive stock options
which may be first exercised in any calendar year must be limited to
$100,000 and that the balance of the options he will receive each year
will be "nonqualified." The options shall be exercisable in
accordance with and subject to the terms of the Stock Option
Agreements which are attached hereto as Exhibits A (Incentive) and B
(Nonqualified), and

(b) Restricted Stock: The Company through its
Compensation Committee hereby agrees to grant to the Executive as of
July 24, 1997, an opportunity to earn 50,000 Common Shares under the
Company's 1991 Restricted Stock Plan in accordance with the terms and
conditions of and subject to the vesting provisions set forth in the
Restricted Stock Agreement which is attached hereto as Exhibit C.

4.02 Welfare Benefits. During the Contract Term, the Executive
and/or the Executive's family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare benefit plans,
practices, policies and programs provided by the Company (including, and
without limitation, medical, prescription, dental, disability, salary
continuance, employee life, group life, dependent life, accidental death and
travel accident insurance plans and programs) applicable to other senior
executives of the Company, as the same may be amended or modified from time to
time.

4.03 Fringe Benefits. During the Contract Term, the Executive
shall be entitled to other fringe benefits applicable to other senior
executives of the Company.

4.04 Expenses. During the Contract Term, the Executive shall be
entitled to receive prompt reimbursement for all reasonable employment-related
expenses incurred by the Executive upon the Company's receipt of accountings in
accordance with practices, policies and procedures applicable to other senior
executives of the Company.

4.05 Automobile. During the Contract Term and in accordance with
its applicable policies, the Company shall furnish to the

-3-
7

Executive an automobile of his choice in accordance with the Company's current
executive automobile plan.

4.06 Office and Support Staff. During the Contract Term, the
Executive shall be entitled to an office or offices of a size and with
furnishings and other appointments, and to personal secretarial and other
assistance provided to other senior executives of the Company but which is
consistent with his position as Chief Executive Officer.

4.07 Vacation. During the Contract Term, the Executive shall be
entitled to paid vacation time in accordance with the plans, practices,
policies, and programs applicable to other senior executives of the Company,
but not less than four weeks in each calendar year.

4.08 Relocation. Executive will be reimbursed by the Company for
his temporary living expenses and the cost of relocation from Cincinnati to the
Detroit metropolitan area in accordance with the Company's relocation policy.

4.09 Country Club. During the Contract Term, the Company will
reimburse Executive for entrance or admission fees and/or the cost of purchase
of stock for a full resident membership in a country club in the Detroit
metropolitan area, with Executive making all efforts to be reinstated at
Bloomfield Hills Country Club, as well as the monthly dues and any assessments
which are levied from time to time by such club.

ARTICLE V

Termination of Employment

5.01 Termination of Employment for Cause or Other Than for Good
Reason. If, before the end of the Contract Term, the Company terminates the
Executive's employment for Cause or the Executive terminates employment other
than for Good Reason, then the Company shall pay to the Executive in a lump sum
immediately after the Date of Termination that portion of the Executive's
Annual Base Salary and full-year Bonus which is accrued but unpaid as of such
Date of Termination, but the Executive shall not be entitled to receive any pro
rata bonus for the year in which termination occurs nor any other compensation
or benefits under this Agreement.

5.02 Termination of Employment for Death or Disability. If, before
the end of the Contract Term, the Executive's employment terminates due to
death or Disability, the Company shall pay to the Executive (or to the
Executive's Beneficiary, as defined in Section 7.03) in a lump sum payable
immediately after the Date of Termination an amount which is equal to the sum
of the following:

-4-
8

(a) that portion of the Executive's Annual Base Salary
and any Annual Bonus which is accrued but unpaid as of the Date of
Termination,

(b) the Executive's pro rata bonus ("Pro Rata Bonus") for
any period that has not ended prior to Date of Termination
("Termination Performance Period"), which shall be equal to the
product of the Annual Bonus (the Executive's Annual Bonus for the
fiscal year immediately preceding the Date of Termination or, if the
Date of Termination occurs prior to the end of the first full fiscal
year of the Contract Term, equal to $200,000), multiplied by a
fraction, the numerator of which is the number of days in the
Termination Performance Period which elapsed prior to the Date of
Termination, and the denominator of which is the total number of days
in the Termination Performance Period, and

(c) an amount equal to the product of two times the
Executive's Annual Base Salary and Annual Bonus for the fiscal year
immediately preceding the Date of Termination (or $200,000 if the Date
of Termination occurs prior to the end of the first full fiscal year
of the Contract Term).

5.03 Termination of Employment By The Company Without Cause Or By
the Executive for Good Reason. If, before the end of the Contract Term, the
Executive's employment is terminated by the Company without Cause or by the
Executive for Good Reason, the Executive shall receive, in a lump sum payable
immediately after the Date of Termination, an amount which is equal to the sum
of the following:

(a) that portion of the Executive's Annual Base Salary
and any Annual Bonus which is accrued but unpaid as of the Date of
Termination,

(b) the Executive's Pro Rata Bonus for the Termination
Performance Period calculated in accordance with Section 5.02(b),

(c) an amount equal to the Executive's Annual Base Salary
which would be payable for the period beginning on the Date of
Termination and ending on the last day of the Contract Term, and

(d) an amount equal to the Executive's Annual Bonus for
the remainder of the Contract Term, equal to the Executive's Annual
Bonus for the fiscal year immediately preceding the Date of
Termination (or, if the Date of Termination occurs prior to the end of
the first full fiscal year of the Contract Term, equal to $200,000),
multiplied by the number of full years and portions of years between
the Termination Date and the last day of the Contract Term.

-5-
9

In addition, Executive shall be entitled to:

(e) the exercise and vesting rights set forth in Exhibits
A, B and C,

(f) the benefits to which the Executive was entitled
during the Contract Term under Section 4.02 hereof for the remainder
of the Contract Term. Notwithstanding the foregoing, the amount of
any benefits provided under Section 4.02 shall be reduced or
eliminated to the extent the Executive becomes entitled to duplicative
benefits by virtue of his subsequent employment after the Date of
Termination, and

(g) a continuation of pension benefits under the
Company's Salaried Employee's Pension Plan and the Company's
Supplemental Salaried Pension Plan for the remainder of the Contract
Term.

5.04 Other Termination Benefits. In addition to any amounts or
benefits payable upon termination of employment hereunder as provided herein,
the Executive shall be entitled to any payments or benefits required by
applicable law.

ARTICLE VI

Certain Definitions

6.01 "Disability" means any medically determinable physical or
mental impairment that can be expected to last for a continuous period of not
less than six (6) months, and that renders the Executive unable to perform the
duties required under this Agreement. The date of the determination of
Disability is the date on which the Executive is certified as having incurred a
Disability by a physician mutually acceptable to the Company and the Executive.

6.02 "Cause" means (a) the Executive's conviction of or plea of
guilty or nolo contendere to any felony or other crime involving dishonesty or
moral turpitude; (b) any serious misconduct in the course of the Executive's
employment; and (c) the Executive's habitual neglect of the Executive's duties
(other than on account of Disability) or the violation of a material Company
policy after notice thereof, except that Cause shall not mean:

(1) an isolated instance of bad judgment or
negligence;

(2) any act or omission believed by the Executive
in good faith to have been in or not opposed to the best
interest of the Company (without intent of the

-6-
10

Executive to gain therefrom, directly or indirectly, a profit
to which the Executive was not legally entitled); or

(3) any act or omission with respect to which a
determination could properly have been made by the Board that
the Executive met the applicable standard of conduct for
indemnification or reimbursement under the Code of Regulations
of the Company, any applicable indemnification agreement or
the laws and regulations under which the Company is governed,
in each case in effect at the time of such act or omission.

6.03 "Change in Control" means the occurrence of any of the
following events:

(1) When any "person" as defined in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and as used in Sections 13(d) and 14(d) thereof, including a "group"
as defined in Section 13(d) of the Exchange Act, but excluding the
Company and any Subsidiary and any employee benefit plan sponsored or
maintained by the Company or any Subsidiary (including any trustee of
such plan acting as trustee), directly or indirectly, becomes the
"beneficial owner" (as defined in Rule 13d- 3 under the Exchange Act,
as amended from time to time), of securities of the Company
representing 20 percent or more of the combined voting power of the
Company's then outstanding capital stock; provided, however, that with
respect to any director who on the effective date of this Agreement is
the beneficial owner or has the option to acquire 5% or more of such
capital stock outstanding on such effective date, capital stock so
owned or acquired pursuant to any such options shall not be counted in
determining such 20% or more combined voting power;

(2) When, during any period of 24 consecutive months
during the existence of this Agreement, the individuals who, at the
beginning of such period, constitute the Board of Directors of the
Company (the "Incumbent Directors") cease for any reason other than
death to constitute at least a majority thereof; provided, however,
that a director who was not a director at the beginning of such 24-
month period shall be deemed to have satisfied such 24-month
requirement (and be an Incumbent Director) if such director was
elected by, or on the recommendation of or with the approval of, at
least two-thirds of the directors who then qualified as Incumbent
Directors either actually (because they were directors at the
beginning of such 24-month period) or by prior operation of this
Section 6.03(2); or

(3) The completion of a transaction requiring shareholder
approval for the acquisition of the Company by

-7-
11

an entity other than the Company or a Subsidiary through purchase of
assets or otherwise or any merger of the Company into another Company
(unless the persons who were shareholders of the Company immediately
prior to such transaction own more than 70% of the voting stock and
value of the surviving company immediately following such merger in
substantially the same proportions as they owned immediately prior to
the merger).

Provided, however, that if Executive, in his individual capacity, is a party to
an agreement under which Executive agrees to the consummation of a transaction
which is a Change of Control as described in subparagraphs (1) or (3) above and
if Executive pursuant to that agreement becomes an equity holder in the Company
or any entity which acquires the Company, then notwithstanding the foregoing
provisions of Section 6.03 of this Agreement, unless the Company and Executive
shall in writing otherwise agree, such transaction shall not be deemed to be a
Change of Control.

6.04 "Good Reason" means the occurrence of any one of the following
events:

(a) the failure of the shareholders and the Directors of
the Company to elect and re-elect the Executive to be Chief Executive
Officer and a member and the Vice Chairman of the Board;

(b) assignment to the Executive of any duties materially
and adversely inconsistent with the Executive's position as specified
in Article I hereof (or such other position to which he may be
promoted), including status, offices, or responsibilities as
contemplated under Article I of this Agreement or any other action by
the Company which results in a material and adverse change in such
position, status, offices, titles or responsibilities;

(d) any failure by the Company to comply with any
material provision of this Agreement;

if the Company fails to cure such event within 30 days after written notice
from the Executive.

Notwithstanding any other provision in this Section 6.04, the
Executive shall have Good Reason to terminate employment with the Company for
any or no reason during the six-month period following the date on which a
Change in Control occurs, unless the Executive in writing waives such right.

-8-
12

6.05 "Date of Termination" means the date as of which the
Executive's employment with the Company is terminated by the Company or by the
Executive for any reason including, but not limited to, death or Disability.

ARTICLE VII

Miscellaneous

7.01 Noncompetition Agreement. Executive agrees to execute at the
beginning of the Contract Term the Company's Noncompetition, Nondisclosure and
Patent Assignment Agreement attached hereto as Exhibit D.

7.02 Successors. This Agreement shall be binding upon and
inure to the benefit of the Executive and the Executive's estate and shall be
binding on the Company or any successor to the Company.

7.03 Beneficiary. If the Executive dies prior to receiving all of
the salary and bonus and any other amounts payable hereunder, such salary,
bonus and other amounts shall be paid in a lump sum payment to the beneficiary
designated in writing by the Executive ("Beneficiary") and if no such
Beneficiary is designated, to the Executive's estate.

7.04 Nonalienation of Benefits. Benefits payable under this
Agreement shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution or
levy of any kind, either voluntary or involuntary, prior to actually being
received by the Executive, and, except as provided in Section 7.03, any such
attempt to dispose of any right to benefits payable hereunder shall be void.

7.05 Severability. If all or any part of this Agreement is
declared by any court or governmental authority to be unlawful or invalid, such
unlawfulness or invalidity shall not serve to invalidate any portion of this
Agreement not declared to be unlawful or invalid. Any paragraph or part of a
paragraph so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such paragraph or
part of a paragraph to the fullest extent possible while remaining lawful and
valid.

7.06 Amendment and Waiver. This Agreement shall not be altered,
amended or modified except by written instrument executed by the Company and
Executive. A waiver of any term, covenant, agreement or condition contained in
this Agreement shall not be deemed a waiver of any other term, covenant,
agreement or condition, and any waiver of any default in any such term,
covenant, agreement or condition shall not be deemed a

-9-
13

waiver of any later default thereof or of any other term, covenant, agreement
or condition.

7.07 Notices. All notices and other communications hereunder shall
be in writing and delivered by hand or by first class registered or certified
mail, return receipt requested, postage prepaid, addressed as follows:

If to the Company: The Standard Products Company
0000 Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attn: Vice President, Finance

and

Xxxxx & Xxxxxxxxx
3200 National City Center
0000 Xxxx 0xx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Attn: Xxxx X. Xxxxxx

If to the Executive: Xx. Xxxxxx X. Xxxxxxxxx
0000 Xxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxxx 00000

with a copy to: Sotiroff & Xxxxxxxxx
00000 Xxxxxxxxx Xxxx
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Attn: Xxxxxx Xxxxxxxx

Either party may from time to time designate a new address by notice given in
accordance with this Section. Notice and communications shall be effective
when actually received by the addressee.

7.08 Counterpart Originals. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument.

7.09 Entire Agreement. This Agreement forms the entire agreement
between the parties hereto with respect to any severance payment and with
respect to the subject matter contained in the Agreement.

7.10 Effect on Other Agreements. This Agreement shall supersede
all prior agreements, promises and representations regarding severance or other
payments contingent upon termination of employment.

7.11 Filing with SEC. Executive acknowledges that the Company
expects to file this Agreement as an exhibit to one of

-10-
14

the Company's periodic filings with the Securities and Exchange Commission, and
Executive consents to such action.

7.12 Applicable Law. The provisions of this Agreement shall be
interpreted and construed in accordance with the laws of the State of Ohio,
without regard to its choice of law principles.

IN WITNESS WHEREOF, the parties have executed this Agreement
on the date first above written.

THE STANDARD PRODUCTS COMPANY

By:/s/ Xxxxx X. Xxxx, Xx.
--------------------------------
Xxxxx X. Xxxx, Xx.,
Chairman

EXECUTIVE

/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxx

-11-
15
EXHIBIT A

THE STANDARD PRODUCTS COMPANY
1996 EMPLOYEE STOCK OPTION PLAN
INCENTIVE STOCK OPTION AGREEMENT

THE STANDARD PRODUCTS COMPANY (the "Company"), for One Dollar
($1.00) and other valuable consideration, the receipt of which is hereby
acknowledged, hereby grants to XXXXXX X. XXXXXXXXX (the "Holder") the right to
purchase, at the option of the Holder, an aggregate of 15,840 Common Shares, $1
par value, of the Company (the "Shares"), at $25.25 per Share, upon the
following terms and conditions:

1. None of the Shares subject hereto may be purchased
during the first twelve-month period from and after the date hereof, except as
provided in Section 3. Thereafter, shares subject hereto may be purchased in
the amounts and subject to the vesting schedule set forth below and the
provisions of Section 3:

VESTING SCHEDULE
----------------

Vesting Date Number of Shares
------------ ----------------

July 2, 1998 3,960
July 2, 1999 3,960
July 2, 2000 3,960
July 2, 2001 3,960

Not more than forty percent (40%) of the number of Shares
subject hereto may be purchased during any one-year period. Subject to the
foregoing restrictions and vesting schedule, this option may be exercised in
blocks of 50 or more Shares after July 2, 1998, and prior to a date ten (10)
years from the date hereof, but not thereafter, by (i) the giving by the Holder
to the Company, at its principal office in Dearborn, Michigan, of a written
notice of such election, specifying the number of Shares then being purchased,
(ii) the payment by the Holder to the Company of the purchase price of the
Shares so specified and (iii) the giving by the Holder to the Company of the
Holder's written representation that the Shares being purchased are being
acquired not with a view to resale or distribution and that such Shares will
not be sold or otherwise transferred except in compliance with the Securities
Act of 1933 (the "1933 Act") and applicable state securities laws and
authorizing the Company to imprint the certificates evidencing such Shares with
a legend to that effect; provided that if, either before or after the issuance
of this option, a registration is effected under the 1933 Act and applicable
state securities laws with respect to the Shares subject to the Company's 1996
Employee Stock Option Plan (the "Plan") which are the subject of this option,
then, in that event, any restrictions in this subparagraph (iii) or in any
undertaking made pursuant hereto shall become inoperative. Upon receipt of
such notice,
16

payment and any required representation, the Company will promptly cause
certificates for such number of Shares so purchased to be issued and delivered
to the Holder; provided, however, no Shares shall be issued and delivered upon
any exercise of this option unless and until, in the opinion of counsel for the
Company, any and all applicable federal and state securities laws pertaining to
the issuance and delivery of such Shares have been complied with in full.

2. Payment of the purchase price may be made in cash or
in Shares of the Company valued at the closing sales price per Share (or in the
event there are not sales then the average of the closing bid and asked price
per Share) on the New York Stock Exchange on the last trading day preceding the
date on which the option is exercised.

3. This option may not be exercised unless the Holder is
at the time of exercise in the employ of the Company and shall have been
continuously so employed since the option was granted; provided, however:

(i) In the event of a Change of Control (as that term is
defined in Section 6.03 of the Agreement between the Holder and the
Company dated July 1, 1997), all unvested Shares shall immediately
become vested and in the event the employment of the Holder is
terminated by the Company without Cause or by the Holder for Good
Reason (as those terms are defined in said Agreement) within three (3)
months next succeeding such termination, the Holder may exercise the
option to purchase all vested Shares plus all unvested Shares, and

(ii) In the event of death or Disability (as defined in
said Agreement) of the Holder while in the employ of the Company, this
option may be exercised within one year of said death or Disability
with respect to all vested shares plus all unvested Shares by the
Holder and, in the case of death, only by the executor or
administrator of his estate, and

(iii) In the event of the termination of the Holder's
employment for any reason other than as specified in (i) or (ii)
above, the Holder may exercise this option within three (3) months
next succeeding such termination of employment, or within the balance
of the period of this option if less than three (3) months, to the
extent that he was entitled to exercise it at the date of such
termination.

4. The rights hereby granted are non-transferable and
non-assignable and may be exercised, during his lifetime, only by the Holder
(or in the case of the permanent and total disability of the Holder, by his
duly authorized legal representative but

-2-
17

only if, and to the extent, permitted by Section 422 of the Code) and, after
his death, only by the executor or administrator of the estate of the Holder as
and to the extent provided in Paragraph 1 and 3 hereof.

5. In the event of any change in the number or kind of
outstanding Shares of the Company by reason of a recapitalization, merger,
consolidation, reorganization, separation, liquidation, stock split, stock
dividend, combination of shares or any other change in the corporate structure
or shares of stock of the Company, then, in each such event, the Company, by
action of its Compensation Committee (the "Committee"), shall make such
adjustment, if any, in the number and kind of Shares subject to this option and
in the price per Share to be paid upon such subsequent exercise of this option
as shall be necessary to preserve the economic value of the Option for the
Holder.

6. This option is granted under and pursuant to the 1996
Employee Stock Option Plan (the "Plan") of the Company.

7. No later than the date as of which an amount first
becomes includable in the gross income of the Holder for federal income tax
purposes with respect to the option granted hereunder, the Holder shall pay to
the Company, or make arrangements satisfactory to the Committee regarding the
payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to such amount. Withholding obligations may be settled
with shares, including Shares that are part of the option that gives rise to
the withholding requirement. The obligations of the Company under the Plan
shall be conditional on such payment or arrangements and the Company shall, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the optionee.

8. This option may not be exercised unless and until the
Shares subject hereto have been listed on the New York Stock Exchange.

9. The option granted hereunder is intended to be an
incentive stock option under the Code. This option shall be construed and
exercised consistent with the intention that it be an incentive stock option
and its terms may be changed by action of the Board of Directors of the Company
to the extent necessary to meet the requirements of an incentive stock option
and in accordance with the Plan.

10. The Plan and the option granted hereunder shall be
governed by and construed in accordance with the laws of the State of Ohio.

-3-
18

IN WITNESS WHEREOF, the Company has caused its corporate name
to be subscribed and its corporate seal to be affixed hereto by its duly
authorized officers as of the 1st day of July 1997.

THE STANDARD PRODUCTS COMPANY

By /s/ X.X. Xxxx, Xx.
---------------------------------

Attest:
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------

The foregoing option is hereby accepted.

/s/ Xxxxxx X. Xxxxxxxxx
------------------------------------
(Signature)

-4-
19
EXHIBIT B

THE STANDARD PRODUCTS COMPANY
1996 EMPLOYEE STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT

THE STANDARD PRODUCTS COMPANY (the "Company"), for One Dollar
($1.00) and other valuable consideration, the receipt of which is hereby
acknowledged, hereby grants to XXXXXX X. ROUDEBRUSH (the "Holder") the right to
purchase, at the option of the Holder, an aggregate of 184,160 Common Shares,
$1 par value, of the Company (the "Shares"), at $25.25 per Share, upon the
following terms and conditions:

VESTING SCHEDULE

Vesting Date Number of Shares
------------ ----------------

July 2, 1998 46,040
July 2, 1999 46,040
July 2, 2000 46,040
July 2, 2001 46,040

payment and any required representation, the Company will promptly cause
certificates for such number of Shares so purchased to be issued and delivered
to the Holder; provided, however, no Shares shall be issued and delivered upon
any exercise of this option unless and until, in the opinion of counsel for the
Company, any and all applicable federal or state securities laws pertaining to
the issuance and delivery of such Shares have been complied with in full.

(ii) In the event of the death or Disability (as defined
in said Agreement) of the Holder while in the employ of the Company,
this option may be exercised within one year of said death or
Disability with respect to all vested Shares plus all unvested Shares
by the Holder and, in the case of death, only by the executor or
administrator of his estate, and

-2-
21

6. This option is granted under and pursuant to the 1996
Employee Stock Option Plan (the Plan") of the Company.

8. This option may not be exercised unless and until the
Shares subject hereto have been listed on the New York Stock Exchange.

9. The option granted hereunder shall not be treated as
an incentive stock option under the Code.

10. The Plan and the option granted hereunder shall be
governed by and construed in accordance with the laws of the State of Ohio.

-3-
22

IN WITNESS WHEREOF, the Company has caused its corporate name
to be subscribed and its corporate seal to be affixed hereto by its duly
authorized officers as of the 1st day of July 1997.

THE STANDARD PRODUCTS COMPANY

By /s/ X.X. Xxxx, Xx.
-------------------------

Attest:

/s/ Xxxxxxx X. Xxxxxxxx
----------------------------------

The foregoing option is hereby accepted.

/s/ Xxxxxx X. Xxxxxxxxx
----------------------------------
(Signature)

-4-
23

THE STANDARD PRODUCTS COMPANY
RESTRICTED STOCK AGREEMENT
EXHIBIT C

This Restricted Stock Agreement (this "Agreement"), made as of this 1st day
of July 1997, by and between The Standard Products Company, an Ohio corporation
(the "Company"), and XXXXXX X. XXXXXXXXX ("Executive") under The Standard
Products Company 1991 Restricted Plan (the "Plan");

1. The Company hereby awards to Executive up to Fifty Thousand (50,000)
Common Shares, $1.00 par value, of the Company ("Common Shares"), which may be
earned at a rate of up to 12,500 Common Shares per year in the current fiscal
year and each of the three succeeding fiscal years, in all respects subject to
the terms, conditions and provisions of this Agreement and the Plan, a copy of
which is attached to this Agreement and incorporated herein by reference.

2. Common Shares awarded to Executive hereunder are subject to restriction
and may not be sold, transferred or otherwise assigned until such shares are
earned in accordance with paragraph 3 hereof and have vested in accordance with
paragraph 4 hereof. Notwithstanding the foregoing, however, Common Shares
awarded to Executive hereunder which are earned but non-vested or awarded
Common Shares that remain available to Executive but are unearned shall
immediately vest in Executive upon a Change in Control of the Company (as
defined in the Plan). In the event of Executive's death, all earned but
non-vested Common Shares and one-half of all awarded Common Shares that remain
available to Executive, but are unearned, shall vest in Executive's designated
beneficiary.

3. The number of awarded Common Shares which may be earned with respect to
each fiscal year at a rate of up to 12,500 Common Shares per year in the
current fiscal year and each of the succeeding three fiscal years equals the
product of 12,500 multiplied by the ratio of the cash bonus earned by Executive
under the Company's Officers Bonus Plan over the maximum possible cash bonus
which Executive could have earned under such Plan with respect to each such
fiscal year. No more than 12,500 Common Shares may be earned in any one fiscal
year and no Common Shares may be earned with respect to any fiscal year after
the fiscal year ending June 30, 2001.

4. Common Shares awarded hereunder and earned by Executive in accordance
with paragraph 3 above shall become vested in Executive at the end of the third
fiscal year following the end of the fiscal year in which such Common Shares
are earned.

5. Common Shares awarded hereunder and earned in accordance with paragraph
3 above shall be issued in the name of Executive, and the Company's transfer
agent will show Executive as the owner of record of such Common Shares.
Executive will

have all rights of a shareholder with respect to awarded and earned Common
Shares, including the right to vote such shares, subject to the limitations
imposed by this Agreement and the Plan. The certificates representing awarded
and earned Common Shares shall not be delivered to Executive until such Common
Shares become vested. If Executive shall voluntarily cease to be an employee
of the Company prior to vesting of Common Shares (whether such Common Shares
are earned or unearned), Executive shall forfeit to the Company all Common
Shares not then vested in Executive. In this regard, simultaneously with the
issuance of certificates representing awarded and earned Common Shares,
Executive shall execute and deliver stock powers forfeiting to the Company
Common Shares awarded and earned hereunder but not vested in the event
Executive voluntarily ceases to be an employee of the Company prior to any
vesting date. Executive acknowledges that Common Shares awarded hereunder
shall be subject to the restrictions and risks of forfeiture contained herein
and in Section 8 of the Plan.

6. Executive hereby agrees that he shall pay to the Company, in cash, any
United States federal, state or local taxes of any kind required by law to be
withheld with respect to the Common Shares awarded to him hereunder. If
Executive does not make such payment to the Company, the Company shall have the
right to deduct from any payment of any kind otherwise due to Executive from
the Company (or from any subsidiary of the Company), any federal, state or
local taxes of any kind required by law to be withheld with respect to Common
Shares awarded to Executive under this Agreement.

7. Executive represents that Common Shares awarded hereunder are being
acquired by Executive not with a view toward resale or distribution and
Executive will not sell or otherwise transfer such Common Shares except in
compliance with the Securities Act of 1933 and the rules and regulations
promulgated thereunder. Executive hereby acknowledges that Common Shares
awarded hereunder shall bear legends and statements evidencing such
restrictions and other restrictions contained in Section 8 of the Plan.

THE STANDARD PRODUCTS COMPANY

By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Title General Counsel and Secretary
-----------------------------
Date July 1, 1997
------

Executive acknowledges receipt of the Plan, a copy of which is attached
hereto, and represents that he is familiar with the terms and provisions
thereof, and hereby agrees that Common Shares granted under this Agreement are
subject to all terms and provisions of this Agreement. Executive hereby agrees
to accept

-2-
25

as binding, conclusive and firm all decisions and interpretations of the
Compensation Committee of the Board of Directors of the Company.

EXECUTIVE
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------

Date July 1, 1997
------

-3-
26
EXHIBIT D

Revised New Hire: April 17, 1997
THE STANDARD PRODUCTS COMPANY
NONCOMPETITION, NONDISCLOSURE AND
PATENT ASSIGNMENT AGREEMENT

This Noncompetition, Nondisclosure and Patent Assignment Agreement (this
"Agreement") is entered into this 1st day of July, 1997, by and between Xxxxxx
X. Xxxxxxxxx("Employee") and The Standard Products Company, an Ohio corporation.

WHEREAS, The Standard Products Company, or one of its subsidiaries or
affiliates (The Standard Products Company and its subsidiaries and affiliates
are collectively referred to herein as the "Company"), has agreed to employ
Employee pursuant to the Employment Agreement dated July 1, 1997 (the
"Employment Agreement").

WHEREAS, the Company is unwilling to employ Employee without Employee
agreeing to be bound by the covenants and agreements of Employee set forth in
this Agreement;

WHEREAS, during the course of Employee's employment with the Company,
Employee may gain access to or knowledge of, or work on the development or
creation of, confidential and proprietary information, including: (a) supplier
and customer lists and supplier and customer-specific information; (b)
marketing plans and proposals; (c) product and process designs, formulas,
processes, plans, drawings and concepts; (d) research and development data and
materials, including those relating to the research and development of
products, materials or manufacturing and other processes; (e) financial and
accounting records; and (f) other information with respect to the Company which
if divulged to the Company's competitors would impair the Company's ability to
compete in the marketplace (such information is collectively referred to as
"Proprietary Information"); and

WHEREAS, the Company is now selling products throughout the United States
and in Brazil, Canada, France, Germany, Italy, Korea, Mexico, Spain, Sweden,
the United Kingdom and other members of the European Economic Community (such
countries, together with any other countries in which the Company is currently
conducting, or conducts business at any time during the course of Employee's
employment with the Company, are hereinafter collectively referred to as the
"Foreign countries");

NOW, THEREFORE, in consideration of Employee's employment with the
Company, the salary or wages to be paid and benefits to be provided by the
Company, and other consideration, the sufficiency of which is hereby expressly
acknowledged, Employee agrees as follows:

1. During the term of Employee's employment with the Company and for a
period of twelve (12) months after termination of Employee's employment with
the Company for any reason, or for such shorter period as the Company may agree
in writing, Employee shall not directly or indirectly engage in any activity,
whether on Employee's own behalf or as an employee, consultant or independent
contractor of any other person or entity which competes with the Company within
the United States or any of the Foreign countries, for the development,
production or sale of any product, material or process to be sold, produced or
used by the Company during the course of Employee's employment with the
Company, including any product, material or process which may be under
development by the Company during the course of Employee's employment with the
Company and of which Employee has, or hereafter gains, knowledge.

2. The noncompetition covenant set forth above will not impose undue
hardship on Employee and is reasonable in both geographic scope and duration in
view of: (a) the Company's legitimate interest in protecting its Proprietary
Information, the disclosure of which to the Company's competitors would
substantially and unfairly impair the Company's ability to compete in the
marketplace or substantially and unfairly benefit the Company's competitors;
(b) the specialized training to be provided to Employee by the Company and the
experience to be gained by Employee during the course of Employee's employment
with the Company; (c) the fact that the services to be rendered by Employee on
behalf of the Company will be specialized, unique and extraordinary; (d) the
fact that the Company directly competes within the United States and the
Foreign countries in the sale, production and development of products,
materials or processes; and (e) the consideration provided by the Company.

3. Employee shall not disclose or divulge Proprietary Information to any
person or entity at any time during the course of Employee's employment with
the Company or at any time thereafter, except as may be required in the
ordinary course and good-faith performance of Employee's employment with the
Company. At the time of termination of Employee's employment with the Company
for any reason, or at such time as the Company may request, Employee shall
promptly deliver or return, without retaining any copies, all Proprietary
Information in Employee's possession or control, whether in the form of
computer-generated documents or otherwise, and, pursuant to the Company's
instructions, shall erase, destroy or return all stored data, whether stored on
computer or otherwise, and shall not attempt to use or restore any such data.

4. During the term of Employee's employment with the Company and for a
period of twenty-four (24) months after termination of the Employee's
employment with the Company for any reason, Employee will not employ, hire,
solicit, induce or identify for employment or attempt to employ, hire, solicit,
induce or identify for employment, directly or indirectly, any employee(s) of
the Company to leave his or her employment and become an employee, consultant
or representative of any other entity, including but not limited to Employee's
new employer, if any.

5. The noncompetition and nondisclosure covenants set forth above are of a
special, unique, extraordinary and intellectual character, which gives them a
peculiar value, the loss of which cannot be reasonably or adequately
compensated for in damages in an action at law. A breach by Employee of this
Agreement will cause the Company great and irreparable injury and damage.
Therefore, the Company shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent a breach of this
Agreement by Employee. This paragraph shall not, however, be construed as a
waiver of any of the rights which the Company may have for damages or
otherwise.

6. Employee shall promptly and fully disclose in writing to the Company
any inventions, improvements, discoveries, operating techniques, or "know-how",
whether patentable or not (hereinafter referred to as the "Inventions"),
conceived or discovered by Employee, either solely or jointly with others,
during the course of Employee's employment with the Company, or within six (6)
months thereafter.

7. Employee shall on the request of the Company, and hereby does, assign
to the Company all of Employee's right, title and interest in any of the
Inventions which relate to, or are useful in connection with, any aspect of the
business of the Company as carried on or contemplated at the time the Invention
is made, whether or not Employee's duties are directly related thereto, and the
Company shall be the sole and absolute owner of any of the Inventions so
assigned; Employee shall perform any further acts or execute any papers at the
expense of the Company which it may consider necessary to secure for the
Company or its successors or assigns any and all rights relating to the
Inventions, including patents in the United States and Foreign countries.

8. The Company shall be the sole judge as to whether the Inventions are
related to or useful in connection with any aspect of the business of the
Company as carried on or contemplated at the time the Invention is made and as
to whether patent applications should be filed in the United States or in
Foreign countries.

9. The Company shall have the option of taking a permanent, royalty-free
license to manufacture, use, and sell any of the Inventions conceived or
discovered by Employee during the course of Employee's employment with the
Company, or within six (6) months thereafter, that are not assigned to the
Company under paragraph 7.

10. Attached hereto as Schedule 1 is a complete list of all patented and
unpatented Inventions conceived or discovered by Employee, either solely or
jointly with others, prior to the commencement of Employee's employment with
the Company and which are to be excluded from the provisions of this Agreement.

11. In the event that Employee conceives or discovers any Invention during
the course of Employee's employment with the Company, or within six (6) months
thereafter, which does not relate to, and is not useful in connection with, any
aspect of the business of the Company as carried on or contemplated at the time
the Invention is made or discovered, the Company shall, upon the written
request of Employee and within ninety (90) days of the receipt thereof, notify
Employee whether or not it desires to retain ownership of such invention. If
the Company elects not to retain such ownership, it shall accompany such notice
with a reassignment of its interest in such Invention to Employee. If, at any
time after the filing of a patent application for any such Invention, the
Company elects to retain only license rights therein, the Company shall convey
to Employee ownership therein subject to such license rights and shall
prosecute such application to final allowance or rejection.

12. Employee agrees to give an exit interview to the Company upon
termination of his employment for any reason. Employee further agrees that the
Company may notify anyone employing him or evidencing an intention to employ
him of the existence of this Agreement.

13. Upon the execution of this Agreement by Employee and the Company, any
and all previous agreements between Employee and the Company relating
specifically to the subject matter of this Agreement shall be null and void and
this Agreement shall constitute the sole agreement between the parties with
respect to the subject matter hereof.

14. This Agreement shall inure to the benefit of the Company and any
successors and assigns of the Company.

15. Any waiver of a right under this Agreement shall not be deemed or
interpreted as a waiver of any other rights under this Agreement.

16. This Agreement does not and shall not be construed to create any
contract or term of employment or create any Employee rights regarding terms
and conditions of employment, and employee shall at all times remain and be
deemed an employee at will.

17. Any alteration, modification or waiver of any of the terms of this
Agreement must be made or approved by the Company in writing.

18. With respect to any provision of this Agreement finally determined by
a court of competent jurisdiction to be unenforceable, Employee acknowledges
and agrees that such court shall have jurisdiction to reform this Agreement so
that it is enforceable to the maximum extent permitted by law, and Employee and
the Company agree to abide by such court's determination. If such
unenforceable provision cannot be reformed, such provision shall be severed,
but every other provision of this Agreement shall remain in full force and
effect.

19. This Agreement shall be governed by and construed in accordance with
the laws of the State of Ohio.

IN WITNESS WHEREOF, this Agreement has been executed by Employee and on
behalf of The Standard Products Company, by its duly authorized officer, as of
the day and year first above written.

WITNESSES:EMPLOYEE:

/s/ Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxxxxxx
--------------------------- ----------------------------

/s/ X. Xxxxxx - Xxxxx
---------------------------

THE STANDARD PRODUCTS COMPANY

By: /s/ X. X. Xxxx, Xx.
----------------------------------

Title: Chairman and Chief Executive Officer
----------------------------------------

cc: Corporate Human Resources

SCHEDULE 1

LIST OF INVENTIONS EXCLUDED FROM AGREEMENT

Document Metadata

Table of Contents

1 EXHIBIT 10(s) EMPLOYMENT AGREEMENT

Document Metadata