0001290900FALSE7800 Walton ParkwayNew AlbanyOhio00012909002023-12-112023-12-11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549FORM 8-KCURRENT REPORT Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 8, 2023 Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
| Delaware | | 001-34365 | | 41-1990662 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
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7800 Walton Parkway, New Albany, Ohio | | 43054 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 614-289-5360 Not Applicable
Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | CVGI | The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | | | | | |
| Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 8, 2023, the Board of Directors (the “Board”) of Commercial Vehicle Group, Inc. (the “Company”) appointed James R. Ray as President and Chief Executive Officer of the Company, effective December 20, 2023. Following Mr. Ray’s appointment, Mr. Ray will continue to serve as a member of the Board and Robert C. Griffin will step down as the Company’s interim President and Chief Executive Officer and will continue to serve as Chairman of the Board.
Mr. Ray has served as a Director on the Company’s Board since March 2020. Mr. Ray also currently serves as an independent Director on the Boards of Leslie’s, Inc. and Spirit AeroSystems, Inc. In addition to his Board roles, Mr. Ray has provided consulting services to Fortune 100 companies and private equity portfolio companies. He brings extensive global and broad-based experience in many of the Company’s key end markets, including electrical systems. Prior to joining the Company’s Board, Mr. Ray served as President, Engineered Fastening at Stanley Black & Decker, Inc. where he held various global industrial P&L and operational leadership roles from 2013 through 2020. Prior to Stanley Black & Decker, he spent more than 25 years in global P&L and engineering leadership roles at TE Connectivity, Delphi, and General Motors.
Mr. Ray earned a bachelor’s degree in electrical and electronics engineering from Howard University and a master’s degree in manufacturing management from Kettering University.
There are no family relationships between Mr. Ray and any of the directors and executive officers of the Company, nor are there transactions in which Mr. Ray has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Ray’s appointment as President and Chief Executive Officer of the Company, the Company entered into an offer letter (the “Offer Letter”) with Mr. Ray and the Compensation Committee of the Board approved compensation for Mr. Ray consisting of (i) a base salary of not less than $900,000, (ii) a discretionary annual bonus targeted at 100% of his base salary, (iii) signing incentive cash awards consisting of (x) a one-time net cash payment of $230,000, intended to assist with his relocation and associated expenses, and (y) a one-time cash payment of $3,500, intended to cover legal fees, in each case, payable within the first 14 days of his start date, (iv) a target long-term incentive award of no less than $3,200,000 in value each calendar year, and (v) paid-time off benefits and participation in the Company’s retirement and health and welfare plans. For the 2023/2024 plan year, his equity award will consist of (x) a grant, as of his start date, of restricted shares of the Company’s common stock, valued at $1,440,000, that will vest ratably over three-years on December 31, 2024, 2025, and 2026, subject to the terms and conditions of his Restricted Stock Agreement, and (y) a grant of performance shares valued at $1,760,000 that will be granted in March 2024, subject to the approval of the Compensation Committee of the Board.
The Company also entered into a Change in Control and Non-Competition Agreement (the “CIC Agreement”) with Mr. Ray in connection with his appointment. Pursuant to the CIC Agreement, in addition to any earned but unpaid base salary, if Mr. Ray is terminated:
• due to death or disability, he will receive any earned but unpaid annual incentive cash bonus (“Annual Bonus”) for the previous calendar year, a prorated Annual Bonus for the termination calendar year, and immediate vesting of any unvested restricted shares;
• without Cause (as defined in the CIC Agreement), he will receive base salary continuation for 24 months, 18 months of COBRA continuation coverage at the then-current active employees’ rate, and continued vesting of any unvested outstanding restricted shares and performance shares; and
• without Cause or for Good Reason (as defined in the CIC Agreement) within 13 months following a Change in Control (as defined in the CIC Agreement), he will receive payment equal to 2.0 times his then-current base salary and his target Annual Bonus for the termination calendar year, immediate vesting of all outstanding stock options and restricted stock awards, and 18 months of COBRA continuation coverage at the then-current active employees’ rate.
In addition, if a Change in Control occurs in which the Company does not survive or substantially all of the assets of the Company are sold and the surviving entity does not assume Mr. Ray’s outstanding stock options or restricted stock, then all such outstanding stock options and restricted stock will be immediately vested upon the Change in Control. The CIC Agreement also contains confidentiality and one-year post-employment non-competition, non-solicitation, and nondisparagement restrictive covenants.
The foregoing descriptions of the terms of the Offer Letter, CIC Agreement, and Mr. Ray’s Restricted Stock Agreement are not complete, and are qualified in their entirety by reference to the full text of the Offer Letter, CIC Agreement, and form of Restricted Stock Agreement, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3 and incorporated herein by reference.
Item 7.01. Regulation FD.
On December 11, 2023, the Company issued a press release announcing the appointment of James R. Ray as President and Chief Executive Officer of the Company. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No. | | Description |
| | Offer Letter between the Company and Mr. Ray dated December 8, 2023. |
| | Form of Change in Control Agreement between the Company and Mr. Ray. |
| | Form of 2023 Restricted Stock Agreement between the Company and Mr. Ray. |
| | Press release of the Company dated December 11, 2023 announcing the appointment of James R. Ray as President and Chief Executive Officer of the Company. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | COMMERCIAL VEHICLE GROUP, INC. |
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December 11, 2023 | | | | By: | | /s/ Aneezal H. Mohamed |
| | | | Name: | | Aneezal H. Mohamed |
| | | | Title: | | Chief Legal Officer |
December 8, 2023
Mr. James R. Ray
7706 Elmwood Road
Fulton, MD 20759
Via Email: jamesrray@aol.com
Dear James:
On behalf of the Board of Directors (the “Board”) of Commercial Vehicle Group, Inc. (the “Company”), I am pleased to inform you that the independent directors of the Board unanimously appointed you President and Chief Executive Officer of the Company effective December 20, 2023. You will continue to be a member of the Board. A record of our commitment is set forth below:
Job Title: President and Chief Executive Officer. This position is based in our New Albany, Ohio headquarters facility.
Start Date: Wednesday, December 20, 2023, or a mutually agreeable alternative date.
Salary: Not less than $900,000 annualized. This is a salaried exempt position as defined by the Fair Labor Standards Act.
Annual Review: Performance and executive compensation reviews are expected to take place annually beginning March/April 2025; and market adjustments are made as warranted by the executive benchmark data; with such merit increases and adjustments being subject to review and approval by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
Management You will be eligible for a discretionary annual incentive award targeted at 100% of your base salary.
Performance Bonus: The current AIP metrics are financial in nature and are tied to Incremental Net Sales, Operating Profit Margin, and Operating Working Capital as a Percent of Sales. Annual payouts may range from 0% - 200% depending on performance versus plan.
Signing Incentives: In connection with your relocation to our headquarters in New Albany, Ohio, and associated expenses, you will receive a one-time net cash payment of $230,000 within the first 14 days of your start date.
The initial value of this incentive is recoverable if you resign or are terminated for cause within 18 months of your start date. The amount recoverable will be equal to 1/18th of the award for each full month left in the repayment window at the time of separation.
Separately, you will receive a one-time net cash payment of $3,500 to cover legal fees.
Long Term Incentives: You will be eligible to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during your employment term for which executives are generally eligible. The level of participation in any such plan shall be determined at the sole discretion of the Compensation Committee from time to time.
Awards under the plan may be issued in restricted stock or cash or performance shares or cash under terms and conditions that are no less favorable than those awards granted to executives of the Company.
The target award and award design are determined annually by the Compensation Committee and may include a restricted share component which vests ratably over a three-year period and a three-year cliff vested cash and stock based performance component. Currently, the performance bonus has two measures; (1) relative total shareholder return versus a published peer group, with payouts ranging from 0% to 200% based on performance relative to the peer group and (2) a component based on our return on invested capital (ROIC) metric that will be tracked on an annual basis for payout consideration and banked for a three-year cliff payout as set forth in the grant documents.
Target awards are subject to annual review and approval by the Compensation Committee but will be no less than $3,200,000 each calendar year. For the 2023/2024 Plan year, your awards will be distributed as follows:
•45%, or $1,440,000, will be issued in the form of time vested restricted shares with the award date consistent with your start date and ratably vesting on December 31, 2024, 2025, and 2026.
•55%, or $1,760,000, will be tied to performance metrics and if the performance metrics are met, one-half of the award (27.5%) will be issued in the form of fully vested performance shares and one-half of the award (27.5% will be issued in cash. This performance award will be issued in March 2024 at the same time as all Named Executive Officers receive their 2024 performance awards.
Vacation: Five (5) weeks of vacation per calendar year, accrued at a rate of 16.67 hours per month. Vacation is earned and must be used within each calendar year.
Personal Days: You will be eligible for three (3) paid personal days per calendar year paid in accordance with company policy.
Holidays: Ten, paid in accordance with our annual observation calendar.
Benefits: Medical, Dental and Vision insurance is available for you and your eligible dependents. Coverage is effective the first day of the month following your date of hire. A pre-tax premium contribution will apply based on the type of coverage you select. CVG also offers supplemental critical care, accident, and hospital indemnity insurance. These benefits can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.
Group life insurance coverage equal to three (3) times your base salary is provided at no cost to you and with no medical exam required. This coverage is effective on the first day of the month following your date of hire. CVG also offers a supplemental life insurance benefit that can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.
Short term disability (STD) coverage applies after 180 days of employment and provides disability pay at 100% of your base salary for the first two weeks of an eligible disability and up to an additional 24 weeks at 60% of base salary. Long term disability (LTD) coverage takes effect following the exhaustion of your STD coverage.
Conditional Employment: Employment is contingent upon successfully passing a drug screen test.
Eligibility: This offer and continued employment are contingent upon your eligibility to work in the United States under the provisions of the Immigration Reform and Control Act of 1986 and providing the necessary documents to establish identity and employment eligibility to satisfactorily complete U.S. Citizenship and Immigration Services’ Form I-9.
401(k) Savings Plan: All employees over the age of eighteen are automatically enrolled in the CVG 401(k) Plan on the first day of the month following 30 days of service unless they opt out. The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. All matching dollars vest immediately under the Plan.
Restrictive Covenants: You are not eligible to sell CVGI shares until you have achieved the required hold limit, except that the forfeiture of shares for purposes of satisfying income tax liability associated with vesting shares is permitted regardless of progress against the hold limit. The hold limit for the position of President and Chief Executive Officer is five times (5x) annual base pay.
You are also subject to a twelve-month non-competition, non-solicitation covenant as will be further described in your Change in Control Agreement.
Sincerely, Accepted and acknowledged by:
/s/ Robert C. Griffin____________
Robert C. Griffin /s/ James R. Ray_____________December 8, 2023
Chairman of the Board of Directors James R. Ray Date
Commercial Vehicle Group, Inc.
CHANGE IN CONTROL &NON-COMPETITION AGREEMENT
This Agreement is made as of this ___ day of December, 2023, by and between James R. Ray ("Executive" or “you”) and Commercial Vehicle Group, Inc., a Delaware corporation with its principal office at 7800 Walton Parkway, New Albany, Ohio 43054, its subsidiaries, successors and assigns (the "Company").
Recitals
A.The Company is engaged in the business of among other things, developing, manufacturing, and marketing of interior systems, vision safety solutions and other cab-related products for the global commercial vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other specialized transportation markets and delivering real solutions to complex design, engineering and manufacturing problems and in connection therewith develops and uses valuable technical and nontechnical trade secrets and other confidential information which it desires to protect.
B.The Company considers your services to be in the best interest of the Company and desires, through this Agreement, to assure your services on behalf of the Company on an objective and impartial basis and without distraction or conflict of interest in the event of an attempt to obtain control of the Company.
C.You are willing to remain in the employ of the Company on the terms set forth in this agreement.
Agreement
NOW, THEREFORE, the parties agree as follows:
1.Consideration. As consideration for your entering into this Agreement and your willingness to remain bound by its terms, the Company shall continue to employ you and provide you with access to certain Confidential Information as defined in this Agreement and other valuable consideration as provided for throughout this Agreement, including in Sections 3 and 4 of this Agreement.
2.Employment.
a)Position. The Executive shall serve as the President and Chief Executive Officer of the Company. In this capacity, the Executive shall have the duties, authorities and responsibilities as may reasonably be assigned to the Executive by the Board of Directors of the Company (the “Board”) that are not inconsistent with the Executive’s position as President and Chief Executive Officer of the Company. The Executive’s principal place of employment with the Company shall be in a location within the greater Columbus, Ohio, metropolitan area provided that the Executive understands and agrees that the Executive may be required to travel from time to time for business purposes. The Executive shall report directly to the Board.
b)During the Executive’s employment by the Company (the “Employment Term”), the Executive shall devote all of the Executive’s business time, energy, business judgment, knowledge and skill and the Executive’s best efforts to the performance
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of the Executive’s duties with the Company, provided that the foregoing shall not prevent the Executive from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Executive’s passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Executive’s duties hereunder or create a potential business or fiduciary conflict. You further agree to comply fully with all policies and practices of the Company as are from time to time in effect.
c)The stockholders of the Company, based on the Board’s recommendation elected the Executive as a member of the Board as of March 2020. Hereafter, during the time the Executive serves as the President and Chief Executive Officer of the Company, the Board shall nominate the Executive for re-election as a member of the Board at the expiration of the then current term, provided that the foregoing shall not be required to the extent prohibited by legal or regulatory requirements.
3.Compensation.
a)BASE SALARY. The Company agrees to pay the Executive a base salary at an annual rate as set forth in your offer letter of employment dated December 8, 2023 (the “Offer Letter”), payable in accordance with the regular payroll practices of the Company, but no less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof). The base salary as determined herein and as may be adjusted upward from time to time shall constitute “Base Salary” for purposes of this Agreement.
b)You will be entitled to receive equity and other long term incentive awards (including but not limited to stock awards) pursuant to the terms of the Company's Equity Incentive Plan or other plan adopted by the Board of Directors of the Company from time to time. If a "Change in Control," as defined in Section 7(e)(v) shall occur (i) in which the Company does not survive as a result of such Change in Control or substantially all of the assets of the Company are sold as a result of such Change in Control, and (ii) in which the surviving entity does not assume the obligations of your outstanding stock options upon the Change in Control, then all outstanding stock options and restricted stock issued to you prior to the Change in Control will be immediately vested upon such Change of Control and such options will be exercisable for a period of at least 12 months from the date of the Change in Control, but, in no event, following the expiration date of the term of such stock options.
c)Subject to applicable Company policies, you will be reimbursed for necessary and reasonable business expenses incurred in connection with the performance of your duties hereunder or for promoting, pursuing or otherwise furthering the business or interests of the Company.
4.Fringe Benefits. You will be entitled to receive employee benefits and participate in any employee benefit plans, in accordance with the Offer Letter.
5.Non-use and Non-Disclosure of Confidential Information. Executive acknowledges that the Company and its subsidiaries continually develop Confidential Information (defined below), that the Executive may develop Confidential Information for the Company or its subsidiaries during Executive’s employment with the Company, and that Executive may
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learn of Confidential Information during the course of such employment. Executive will comply with the policies and procedures of the Company and its subsidiaries for protecting Confidential Information and shall never use or disclose to any Person (except as required by applicable law or for the proper performance of his or her duties and responsibilities to the Company and its subsidiaries), any Confidential Information obtained by Executive incident to his or her employment or other association with the Company or any of its subsidiaries. Executive agrees to only use the Company’s Confidential Information as necessary to perform his or her job during employment with the Company. Executive understands that this restriction shall continue to apply after his or her employment terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Executive, shall be the sole and exclusive property of the Company and its subsidiaries. Executive shall safeguard all Documents and shall surrender to the Company at the time his or her employment terminates, or at such earlier time or times as the Company may specify, all Documents then in the Executive’s possession or control.
Definitions. For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its subsidiaries that is not generally known by others with whom the Company or its subsidiaries compete or do business, or with whom they plan to compete or do business and any and all information which, if disclosed by the Company or its subsidiaries, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its subsidiaries, (ii) the Company and its subsidiaries Products (defined below), (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its subsidiaries, (iv) the identity and special needs of the customers of the Company and its subsidiaries and (v) the people and organizations with whom the Company and its subsidiaries have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its subsidiaries have received, or may receive hereafter, from others which was received by the Company or any of its subsidiaries with any understanding, express or implied, that the information would not be disclosed. For purposes of this Agreement, “Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its subsidiaries, together with all services provided or planned by the Company or any of its subsidiaries, during Executive’s employment with the Company or any of its subsidiaries.
Restricted Activities:. Executive, as a condition to employment and in consideration of Executive’s continued employment by the Company and/or its subsidiaries, agrees that some restrictions on Executive’s activities during and after his or her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries and agrees as follows:
Noncompetition. For a period of time beginning on the date Executive executes a copy of this Agreement and continuing for a period ending on the date which is one (1) year after Executive’s employment terminates (the “Noncompetition Period”) Executive shall not, whether as owner, partner, investor, consultant, agent, Executive, co-venturer or otherwise, engage in, assist or have any active interest in a business that competes with the Company or any of its subsidiaries (“Competing Business Line”) or otherwise compete with the Company or any of its subsidiaries: (i) anywhere throughout the world; (ii) in North America; (iii) in the United States; and/or (iv) in those states of the United States in which the Company or any of its subsidiaries sells products or conducts business activities. Specifically, but without limiting the foregoing, Executive agrees that during the Noncompetition Period, Executive shall not: (A) undertake any planning for any business competitive with the Company or any of its subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its subsidiaries; provided, however, that your "beneficial ownership," either individually or as a member of a "group" as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be a violation of this Agreement. For the purposes of this Section, Executive’s undertaking shall encompass all items, products and services that may be used in substitution for Products.
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Conflict of Interest. Executive agrees that, during his or her employment with the Company, he or she will not undertake any outside activity, whether or not competitive with the business of the Company or its subsidiaries that could reasonably give rise to a conflict of interest or otherwise interfere with his or her duties and obligations to the Company or any of its subsidiaries.
Nonsolicitation. Executive further agrees that while he or she is employed by the Company and during the Noncompetition Period, Executive will not, (i) hire or attempt to hire any employee of the Company or any of its subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any competing business or activity. For purposes of Executive’s obligations hereunder during that portion of the Noncompetition Period that follows termination of Executive’s employment, employee, independent contractor, customer or vendor of the Company or any of its subsidiaries shall mean any Person who was such at any time during the six (6) months immediately preceding the date of the termination of Executive’s employment.
a)Upon Employment Separation, you shall deliver to the Company all originals, copies, notes, documents, computer databases, disks, and CDs, or records of any kind that reflect or relate to any Confidential Information. As used herein, the term "notes" means written or printed words, symbols, pictures, numbers or formulae. As used throughout this Agreement, the term "Employment Separation" means the separation from and/or termination of your employment with the Company, regardless of the time, manner or cause of such separation or termination.
Nondisparagement. Executive agrees not to make negative comments or otherwise disparage the Company or its officers, directors, employees, shareholders, agents or products other than in the good faith performance of the Executive’s duties to the Company while the Executive is employed by the Company or for a period of two years thereafter. Similarly, the Company agrees that its officers, directors, employees, or agents shall not make negative comments or otherwise disparage the Executive for a period of two years after the termination of the Executive’s employment with the Company. The foregoing limitations in this Section 5 shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).
6.Inventions.
a)As used throughout this Agreement, the term "Inventions" means any inventions, improvements, designs, plans, discoveries or innovations of a technical or business nature, whether patentable or not, relating in any way to the Company's business or contemplated business if the Invention is conceived or reduced to practice by you during your employment by the Company. Inventions include all data, records, physical embodiments and intellectual property pertaining thereto. Inventions reduced to practice within one year following Employment Separation shall be presumed to have been conceived during employment.
b)Inventions are the Company's exclusive property and shall be promptly disclosed and assigned to the Company without additional compensation of any kind. If requested by the Company, you, your heirs, your executors, your administrators or legal representative will provide any information, documents, testimony or other assistance needed for the Company to acquire, maintain, perfect or exercise any form of legal protection that the Company desires in connection with an Invention.
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c)Upon Employment Separation, you shall deliver to the Company all copies of and all notes with respect to all documents or records of any kind that relate to any Inventions.
7.Termination of Employment.
a) Termination Upon Death or Disability. Your employment will terminate automatically upon your death. The Company will be entitled to terminate your employment because of your disability upon 30 days written notice. "Disability" will mean "total disability" as defined in the Company's long term disability plan or any successor thereto. In the event of a termination under this Section 7(a), the Company will pay you the earned but unpaid portion of your Base Salary through the termination date. Additionally, (i) you will be entitled to any annual incentive cash bonus (“Annual Bonus”) earned with respect to the previous calendar year, but unpaid as of the employment termination date; and a prorated amount of the Annual Bonus for the calendar year in which the termination occurs, calculated by multiplying the Annual Bonus that the Executive would have received for such year had Executive's employment continued through the end of such calendar year by a fraction, the numerator of which is the number of days the Executive was employed during the applicable year and the denominator of which is 365, and (ii) any non-vested Restricted Shares shall immediately vest and all restrictions on the Restricted Shares shall lapse.
b)Termination by Company for Cause. An Employment Separation for Cause will occur upon a determination by the Company that "Cause" exists for your termination and the Company serves you written notice of such termination. As used in this Agreement, the term "Cause" shall refer only to any one or more of the following grounds:
(i)Commission of an act of dishonesty involving the Company, its business or property, including, but not limited to, misappropriation of funds or any property of the Company;
(ii)Engagement in activities or conduct clearly injurious to the best interests or reputation of the Company;
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(iii)Willful and continued failure substantially to perform your duties under this Agreement (other than as a result of physical or mental illness or injury), after the Board of Directors of the Company delivers to you a written demand for substantial performance that specifically identifies the manner in which the Board believes that you have not substantially performed your duties;
(iv)Illegal conduct or gross misconduct that is willful and results in material and demonstrable damage to the business or reputation of the Company;
(v)The clear and willful violation of any of the material terms and conditions of this Agreement or any other written agreement or agreements you may from time to time have with the Company;
(vi)The clear and willful violation of the Company's code of business conduct or the clear violation of any other rules of behavior as may be provided in any employee handbook which would be grounds for dismissal of any employee of the Company; or
(vii)Commission of a crime which is a felony, a misdemeanor involving an act of moral turpitude, or a misdemeanor committed in connection with your employment by the Company which causes the Company a substantial detriment.
(viii)No act or failure to act shall be considered "willful" unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Company. Any act or failure to act that is based upon authority given pursuant to a resolution duly adopted by the Board of Directors, or the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.
In the event of a termination under this Section 7 (b), the Company will pay you only the earned but unpaid portion of your Base Salary through the termination date.
Following a termination for Cause by the Company, if you desire to contest such determination, your sole remedy will be to submit the Company's determination of Cause to arbitration in Columbus, Ohio before a single arbitrator under the commercial arbitration rules of the American Arbitration Association. If the arbitrator determines that the termination was other than for Cause, the Company's sole liability to you will be the amount that would be payable to you under Section 7.d) of this Agreement for a termination of your employment by the Company without Cause. Each party will bear his or its own expenses of the arbitration.
c)Termination by You. In the event of an Employment Separation as a result of a termination by you for any reason, you must provide the Company with at least 14 days advance written notice ("Notice of Termination") and continue working for the Company during the 14-day notice period, but only if the Company so desires to continue your employment and to compensate you during such period.
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In the event of such termination under this Section, the Company will pay you the earned but unpaid portion of your Base Salary through the termination date.
d)Termination by Company Without Cause. In the event of an Employment Separation as a result of termination by the Company without Cause, the Company will pay you the earned but unpaid portion of your Base Salary through the termination date and will continue to pay you your Base Salary in accordance with the Company's payroll practices in effect at the time of the Employment Separation for an additional twenty-four (24) months (the "Severance Period"); provided, however, any such payments will immediately end if (i) you are in violation of any of your obligations under this Agreement; or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause, as defined in Section 7.b), to terminate your employment. Additionally, the Company shall maintain for your benefit (or at your election make COBRA payments for your benefit) for a period of eighteen (18) months, and (iii) any unvested restricted shares or performance shares granted to you shall continue to vest in accordance with the vesting schedule contained in the respective grant agreement as if you remained an active employee of the Company.
e)Termination Following Change of Control. If a "Change in Control", as defined in Section 7 e) (v), shall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Cause, as defined in Section 7.b), or you terminate your employment for Good Reason, as that term is defined in Section 7 e) (vi), then you shall be entitled to the benefits described below:
(i)You shall be entitled to the unpaid portion of your Base Salary plus credit for any vacation accrued but not taken and the amount of any earned but unpaid portion of any bonus, incentive compensation, or any other Fringe Benefit to which you are entitled under this Agreement through the date of the termination as a result of a Change in Control (the "Unpaid Earned Compensation"), plus 2.0 times your Base Salary in effect at the Termination Date, plus target Annual Bonus. Additionally, the Company shall maintain for your benefit (or at your election make COBRA payments for your benefit) for a period of eighteen (18) months.
(ii)Immediate vesting of all outstanding stock options and restricted stock awards issued to you, and thereafter shall be exercisable for a period of at least 12 months after the Termination Date but, in no event following the expiration date of the term of such stock options.
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(iii)The Company shall maintain for your benefit (or at your election make COBRA payments for your benefit), until the earlier of (A) 18 months after termination of employment following a Change in Control, or (B) your commencement of full-time employment with a new employer with comparable benefits, all life insurance, medical, health and accident, and disability plans or programs, such plans or programs to be maintained at the then current standards of the Company, in which you shall have been entitled to participate prior to termination of employment following a Change in Control, provided your continued participation is permitted under the general terms of such plans and programs after the Change in Control ("Fringe Termination Benefit"); (collectively the Salary Termination Benefit and the Fringe Termination Benefit are referred to as the "Termination Benefits").
(iv)The Unpaid Earned Compensation shall be paid to you within 15 days after termination of employment, one-half of the Salary Termination Benefit shall be payable to you as severance pay in a lump sum payment within 30 days after termination of employment, and one-half of the Salary Termination Benefit shall be payable to you as severance pay in equal monthly payments commencing 30 days after termination of employment and ending on the date that is the earlier of two and one-half months after the end of the Company's fiscal year in which termination occurred or your death; provided, however, the Company may immediately discontinue the payment of the Termination Benefits if (i) you are in violation of any of your obligations under this Agreement; and/or (ii) the Company, after your termination, learns of any facts about your job performance or conduct that would have given the Company Cause as defined in Section 7 (b) to terminate your employment. You shall have no duty to mitigate your damages by seeking other employment, and the Company shall not be entitled to set off against amounts payable hereunder any compensation which you may receive from future employment. To the extent necessary, the parties hereto agree to negotiate in good faith should any amendment to this Agreement required in order to comply with Section 409A of the Code, provided, however, no amendment shall be effected after the occurrence of a Change in Control.
(v)A "Change in Control" shall be deemed to have occurred if and when, after the date hereof, (i) any "person" (as that term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") on the date hereof), including any "group" as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition of beneficial ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules thereunder on the date hereof) of shares of the outstanding stock of any class or classes of the Company which results in such person or group possessing more than 50% of the total voting power of the Company's outstanding voting securities ordinarily having the right to vote for the election of directors of the Company; or (ii) as the result of, or in connection with, any tender or exchange offer, merger or other business combination, or contested election, or any combination of the foregoing transactions (a "Transaction"), the owners of the voting shares of the Company outstanding immediately
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prior to such Transaction own less than a majority of the voting shares of the Company after the Transaction; or (iii) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of the Company (or who take office following the approval of a majority of the directors then in office who were directors at the beginning of the period) cease for any reason to constitute at least one-half thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors of the Company representing at least one-half of the directors then in office who were directors at the beginning of the period; or (iv) the sale, exchange, transfer, or other disposition of all or substantially all of the assets of the Company (a "Sale Transaction") shall have occurred. Notwithstanding the foregoing, an event shall not be treated as a "Change in Control" hereunder unless such event also constitutes a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to the Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and the treasury regulations and other official guidance promulgated thereunder (collectively, "Code Section 409A").
(vi)As used in this Agreement, the term "Good Reason" means, without your written consent:
(A)a material change in your status, position or responsibilities which, in your reasonable judgment, does not represent a promotion from your existing status, position or responsibilities as in effect immediately prior to the Change in Control; the assignment of any duties or responsibilities or the removal or termination of duties or responsibilities (except in connection with the termination of employment for total and permanent disability, death, or Cause, or by you other than for Good Reason), which, in your reasonable judgment, are materially inconsistent with such status, position or responsibilities;
(B)a reduction by the Company in your Base Salary as in effect on the date hereof or as the same may be increased from time to time during the term of this Agreement or the Company's failure to increase (within twelve months of your last increase in Base Salary) your Base Salary after a Change in Control in an amount which at least equals, on a percentage basis, the average percentage increase in Base Salary for all executive and senior officers of the Company, in like positions, which were effected in the preceding twelve months;
(C)the relocation of the Company's principal executive offices to a location outside the greater Columbus metropolitan area or the relocation of you by the Company to any place other than the location at which you performed duties prior to a Change in Control, except for required travel on the Company's business to an
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extent consistent with business travel obligations at the time of a Change in Control;
(D)the failure of the Company to continue in effect, or continue or materially reduce your participation in, any incentive, bonus or other compensation plan in which you participate, including but not limited to the Company's stock option plans, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan), has been made or offered with respect to such plan in connection with the Change in Control;
(E)the failure by the Company to continue to provide you with benefits substantially similar to those enjoyed or to which you are entitled under any of the Company's deferred compensation, pension, profit sharing, life insurance, medical, dental, health and accident, or disability plans at the time of a Change in Control, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits or deprive you of any material fringe benefit enjoyed or to which you are entitled at the time of the Change in Control, or the failure by the Company to provide the number of paid vacation and sick leave days to which you are entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect on the date hereof;
(F)the failure of the Company to obtain a satisfactory agreement from any successor or assign of the Company to assume and agree to perform this Agreement;
(G)any request by the Company that you participate in an unlawful act or take any action constituting a breach of your professional standard of conduct; or
(H)any breach of this Agreement on the part of the Company. Notwithstanding anything in this Section to the contrary, your right to terminate your employment pursuant to this Section shall not be affected by incapacity due to physical or mental illness.
(I) You shall not be deemed to have terminated your employment for Good Reason unless (i) you notify the Company in writing of the first occurrence of the Good Reason condition within 90 days of the first occurrence of such condition; (ii) you cooperate in good faith with the Company’s efforts, for a period not less than 30 days following such notice (the “Cure Period”), to remedy the condition; (iii) notwithstanding such efforts, the Good Reason condition continues to exist; and (iv) you terminate your employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
(vii)Upon any termination or expiration of this Agreement or any cessation of your employment hereunder, the Company shall have no further obligations
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under this Agreement and no further payments shall be payable by the Company to you, except as provided in Section 7 above and except as required under any benefit plans or arrangements maintained by the Company and applicable to you at the time of such termination, expiration or cessation of your employment.
(viii)Enforcement of Agreement. The Company is aware that upon the occurrence of a Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institute litigation
seeking to have this Agreement declared unenforceable, or may take or attempt to take other action to deny you the benefits intended under this Agreement. In these circumstances, the purpose of this Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to you that the Company has failed to comply with any of its obligations under Section 7 of this Agreement or in the event that the Company or any other person takes any action to declare Section 7 of this Agreement void or enforceable, or institutes any litigation or other legal action designed to deny, diminish or to recover from you the benefits entitled to be provided to you under Section 7, and that you have complied with all your obligations under this Agreement, the Company authorizes you to retain counsel of your choice, at the expense of the Company as provided in this Section 7(e)(viii), to represent you in connection with the initiation or defense of any pre-suit settlement negotiations, litigation or other legal action, whether such action is by or against the Company or any Director, officer, shareholder, 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 consents to you entering into an attorney-client relationship with such counsel, and in that connection the Company and you agree that a confidential relationship shall exist between you and such counsel, except with respect to any fee and expense invoices generated by such counsel. The reasonable fees and expenses of counsel selected by you as hereinabove provided shall be paid or reimbursed to you by the Company on a regular, periodic basis upon presentation by you of a statement or statements prepared by such counsel in accordance with its customary practices, up to a maximum aggregate amount of $150,000. Any legal expenses incurred by the Company by reason of any dispute between the parties as to enforceability of Section 7 or the terms contained in Section 7 (f) notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company, and the Company shall not take any action to seek reimbursement from you for such expenses.
f)The noncompetition periods described in Section 5 of this Agreement shall be suspended while you engage in any activities in breach of this Agreement. In the event that a court grants injunctive relief to the Company for your failure to comply with Section 5, the noncompetition period shall begin again on the date such injunctive relief is granted.
g)Nothing contained in this Section 7 shall be construed as limiting your obligations under Section 5 of this Agreement concerning Confidential Information, Inventions, or Noncompetition and Non-solicitation.
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8.Remedies; Venue; Process.
a)You hereby acknowledge and agree that the Confidential Information disclosed to you prior to and during the term of this Agreement is of a special, unique and extraordinary character, and that any breach of this Agreement will cause the Company irreparable injury and damage, and consequently the Company shall be entitled, in addition to all other legal and equitable remedies available to it, to injunctive and any other equitable relief to prevent or cease a breach of Section
5 of this Agreement without further proof of harm and entitlement; that the terms of this Agreement, if enforced by the Company, will not unduly impair your ability to earn a living or pursue your vocation; and further, that the Company may cease paying any compensation and benefits under Section 7 if you fail to comply with this Agreement, without restricting the Company from other legal and equitable remedies. The parties agree that the prevailing party in litigation concerning a breach of this Agreement shall be entitled to all costs and expenses (including reasonable legal fees and expenses) which it incurs in successfully enforcing this Agreement and in prosecuting or defending any litigation (including appellate proceedings) concerning a breach of this Agreement.
b)Except for actions brought under Section 7 (b) of this Agreement, the parties agree that jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or otherwise with respect to the relationships between the parties shall properly lie in either the United States District Court for the Southern District of Ohio, Eastern Division, Columbus, Ohio, or the Court of Common Pleas of Franklin County, Ohio. Such jurisdiction and venue is exclusive, except that the Company may bring suit in any jurisdiction and venue where jurisdiction and venue would otherwise be proper if you may have breached Section 5 of this Agreement. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court shall constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court.
9.Exit Interview. Prior to Employment Separation, you shall attend an exit interview if desired by the Company and shall, in any event, inform the Company at the earliest possible time of the identity of your future employer and of the nature of your future employment.
10.No Waiver. Any failure by the Company to enforce any provision of this Agreement shall not in any way affect the Company's right to enforce such provision or any other provision at a later time.
11.Saving. If any provision of this Agreement is later found to be completely or partially unenforceable, the remaining part of that provision of any other provision of this Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if any provision is for any reason held to be unreasonably broad as to time, duration, geographical scope, activity or subject, such provision shall be interpreted and enforced by limiting and reducing it to preserve enforceability to the maximum extent permitted by law.
12.No Limitation. You acknowledge that your employment by the Company may be terminated at any time by the Company or by you with or without cause in accordance
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with the terms of this Agreement. This Agreement is in addition to and not in place of other obligations of trust, confidence and ethical duty imposed on you by law.
13.Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Ohio without reference to its choice of law rules.
14.Final Agreement. This Agreement replaces any existing agreement between you and the Company relating to the same subject matter and may be modified only by an agreement in writing signed by both you and a duly authorized representative of the Company.
15.Further Acknowledgments. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT AFFECTS YOUR RIGHTS, AND THAT YOU HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY.
16.Code Section 409A Compliance.
a)The intent of the parties is that payments and benefits under this Agreement comply with Code Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to the parties hereto of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A.
b)An "Employment Separation" shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following an Employment Separation unless such Employment Separation is also a "separation from service" within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to an Employment Separation or like terms shall mean "separation from service." If the Executive is deemed on the date of termination to be a "specified employee" within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a "separation from service," such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such "separation from service" of the Executive, and (ii) the date of the Executive's death (the "Delay Period"). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
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c)All expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive (provided that if any such reimbursements constitute taxable income to the Executive, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year.
d)For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., "payment shall be made within thirty (30) days"), the actual date of payment within the specified period shall be within the sole discretion of the Company.
e)In no event shall any payment under this Agreement that constitutes "deferred compensation" for purposes of Code Section 409A be offset by any other payment pursuant to this Agreement or otherwise."
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Commercial Vehicle Group, Inc.:
By
Robert C. Griffin
Chairman of the Board
Executive:
By
James R. Ray
President and Chief Executive Officer
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RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of December ___, 2023, between Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), and James R. Ray (“Grantee”).
WHEREAS, the Grantee is an employee of the Company; and
WHEREAS, the grant of the shares of restricted stock (as governed by the Company’s 2020 Equity Incentive Plan (the “Plan”)) to the Grantee described herein has been approved by the Company’s Compensation Committee (the “Committee”).
NOW, THEREFORE, pursuant to the Plan, the Company, upon the terms and conditions set forth herein, hereby grants to the Grantee _________ restricted shares of Common Stock, par value $.01 (“Common Stock”), of the Company (the “Restricted Shares”) effective as of the date hereof (the “Date of Grant”), and subject to the terms and conditions of the Plan and the terms and conditions of this Agreement.
1.Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Plan.
2.Issuance of Shares. In consideration of the Grantee’s service as an employee of the Company, the Restricted Shares shall be issued to the Grantee, and, upon payment to the Company by the Grantee of the aggregate par value thereof, which payment shall be made within 10 days of the date hereof, shall be fully paid and non-assessable and shall be represented by a certificate or certificates issued in the name of the Grantee and endorsed with an appropriate legend referring to the restrictions hereinafter set forth.
3.Restrictions on Transfer of Shares. The Restricted Shares may not be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed of (each, a “Transfer”) by the Grantee, except to the Company, unless and until they have become nonforfeitable as provided in Section 4 hereof. Any purported encumbrance or disposition in violation of the provisions of this Section 3 shall be void AB INITIO, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares. As and when permitted by the Plan, the Committee may in its sole discretion waive the restrictions on transferability with respect to all or a portion of the Restricted Shares. Notwithstanding the foregoing, Grantee may not Transfer Restricted Shares which have become nonforfeitable as provided in Section 4 hereof unless such Restricted Shares are registered pursuant to the Securities Act of 1933 (the “Securities Act”), are sold under Rule 144 promulgated under the Securities Act or unless the Company, after consultation with counsel, and its counsel agree with Grantee that such Transfer is not required to be registered under the Securities Act.
4.Vesting of Shares.
(a)Subject to paragraph Section 5 hereof, the Restricted Shares shall vest and become nonforfeitable if the Grantee remains an employee of the Company through the vesting dates set forth below with respect to the percentage of Restricted Shares (rounded to the nearest whole share) set forth next to such date:
| | | | | |
Vesting Date | Percentage of Restricted Shares Vesting on such Vesting Date |
| December 31, 2024 | 33⅓% |
| December 31, 2025 | 33⅓% |
| December 31, 2026 | 33⅓% |
(b)Notwithstanding the provisions of Section 4(a) above, in connection with a Change in Control, the provisions set forth in Section 13 of the Plan shall govern with respect to the acceleration of the vesting of the Restricted Shares.
(c)Notwithstanding the provisions of Section 4(a) above, the Committee may, in its sole discretion, vest or accelerate the vesting of the Restricted Shares at any time.
(d)If Grantee’s employment with the Company terminates (other than for Cause) on or after Grantee’s Rule of 66 Date, as defined below, then the Restricted Shares shall vest immediately, except that any shares granted less than 180 days prior to the termination date shall be forfeited. For this purpose, the “Rule of 66 Date” means the date that the sum of Grantee’s age plus total Service, as defined below, is equal to or greater than sixty-six (66), so long as Grantee’s age is equal to or greater than sixty (60). “Service” means the aggregate number of completed years of continued employment with the Company , as conclusively determined by the Company without regard to any later determinations or findings regarding Grantee’s employment status by any third party.
5.Forfeiture of Shares. If the Grantee ceases to be an employee of the Company due to death or Disability during any period of restriction, any non-vested Restricted Shares shall immediately vest and all restrictions on the Restricted Shares shall lapse and certificate(s) representing such Restricted Shares shall be delivered by the Company reasonably promptly upon a request by the Grantee. Subject to Section 4(d), above, if the Grantee ceases to be an employee of the Company for any other reason, any non-vested Restricted Shares shall be forfeited by the Grantee and the certificate(s) representing the non-vested portion of the Restricted Shares so forfeited shall be canceled.
6.Dividend, Voting and Other Rights. Except as otherwise provided in this Agreement, from and after the Date of Grant, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that may be paid thereto, provided, however, that any additional Common Stock or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, recapitalization, combination of shares, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same risk of forfeiture, certificate delivery provisions and restrictions on transfer as the forfeitable Restricted Shares in respect of which they are issued or transferred and shall become Restricted Shares for the purposes of this Agreement, and provided further that, any dividend paid with respect to unvested Restricted Shares for which an election under Section 83(b) of the Code has not been made (i) constitutes compensation income subject to all applicable tax withholding and (ii) shall be paid on or about the Vesting Date for the underlying Restricted Shares, but in any event not later than the fifteenth (15th) day of the third month of the calendar year following the Vesting Date.
7.Retention of Stock Certificate(s) by the Company. The certificate(s) representing the Restricted Shares shall be held in custody by the Company, together with a stock power in the form of Exhibit A hereto which shall be endorsed in blank by the Grantee and delivered to the Company within 10 days of the date hereof, until such shares have become nonforfeitable in accordance with Section 4. Notwithstanding the foregoing, if the Grantee has attained his or her Rule of 66 Date, the certificate(s) representing the Restricted Shares shall be released to the Grantee within 30 days of the Vesting Date with respect to such shares, and the Vesting Date(s) shall be treated as fixed dates of distribution for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, if applicable to the Restricted Shares.
8.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue or release from restrictions on transfer any Restricted Shares pursuant to this Agreement if such issuance or release would result in a violation of any such law.
9.Withholding Taxes. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Restricted Shares or other securities pursuant to this Agreement, including any employment taxes (collectively, the “Tax Withholding Obligation”), and the amounts available to the Company for such withholding are insufficient, the Grantee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof. Unless Grantee elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, Grantee’s acceptance of this Agreement constitutes Grantee’s instruction and authorization to the Company to withhold on Grantee’s behalf the number of Restricted Shares from those shares issuable to Grantee under this Agreement as the Company determines to be sufficient to satisfy the Tax Withholding Obligation as and when any such Tax Withholding Obligation becomes due. Restricted Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the market value (determined with reference to the then current price of the Company’s Common Stock as quoted on The Nasdaq Global Select Market) per share of such Restricted Shares on the date of such surrender.
10.Conformity with Plan. The Agreement and the Restricted Shares granted pursuant hereto are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of this Agreement. By executing this Agreement, Grantee acknowledges and agrees to be bound by all of the terms of this Agreement and the Plan.
11.Amendments. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and the Grantee.
12.Confidentiality.
(a)Non-use and Non-Disclosure of Confidential Information. Grantee acknowledges that the Company and its subsidiaries continually develop Confidential Information (defined below), that the Grantee may develop Confidential Information for the Company or its subsidiaries during Grantee’s employment with the Company, and that Grantee may learn of Confidential Information during the course of such employment. Grantee will comply with the policies and procedures of the Company and its subsidiaries for protecting Confidential Information and shall never use or disclose to
any Person (except as required by applicable law or for the proper performance of his or her duties and responsibilities to the Company and its subsidiaries), any Confidential Information obtained by Grantee incident to his or her employment or other association with the Company or any of its subsidiaries. Grantee agrees to only use the Company’s Confidential Information as necessary to perform his or her job during employment with the Company. Grantee understands that this restriction shall continue to apply after his or her employment terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Grantee, shall be the sole and exclusive property of the Company and its subsidiaries. Grantee shall safeguard all Documents and shall surrender to the Company at the time his or her employment terminates, or at such earlier time or times as the Company may specify, all Documents then in the Grantee’s possession or control.
(b)Definitions. For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its subsidiaries that is not generally known by others with whom the Company or its subsidiaries compete or do business, or with whom they plan to compete or do business and any and all information which, if disclosed by the Company or its subsidiaries, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its subsidiaries, (ii) the Company and its subsidiaries Products (defined below), (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its subsidiaries, (iv) the identity and special needs of the customers of the Company and its subsidiaries and (v) the people and organizations with whom the Company and its subsidiaries have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its subsidiaries have received, or may receive hereafter, from others which was received by the Company or any of its subsidiaries with any understanding, express or implied, that the information would not be disclosed. For purposes of this Agreement, “Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its subsidiaries, together with all services provided or planned by the Company or any of its subsidiaries, during Grantee’s employment with the Company or any of its subsidiaries.
13.Restricted Activities. Grantee, as a condition to the Award and in consideration of Grantee’s continued employment by the Company and/or its subsidiaries, agrees that some restrictions on Grantee’s activities during and after his or her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries and agrees as follows:
(a)Noncompetition. For a period of time beginning on the date Grantee executes a copy of this Agreement and continuing for a period ending on the date which is one (1) year after Grantee’s employment terminates (the “Noncompetition Period”) Grantee shall not, whether as owner, partner, investor, consultant, agent, Grantee, co-venturer or otherwise, engage in, assist or have any active interest in a business that competes with the Company or any of its subsidiaries (“Competing Business Line”) or otherwise compete with the Company or any of its subsidiaries: (i) anywhere throughout the world; (ii) in North America; (iii) in the United States; and/or (iv) in those states of the United States in which the Company or any of its subsidiaries sells products or conducts business activities. Specifically, but without limiting the foregoing, Grantee agrees that during the Noncompetition Period, Grantee shall not: (A) undertake any planning for any business competitive with the Company or any of its subsidiaries; or (B) engage in any
manner in any activity that is competitive with the business of the Company or any of its subsidiaries. For the purposes of this Section 4, Grantee’s undertaking shall encompass all items, products and services that may be used in substitution for Products.
(b)Conflict of Interest. During the Grantee’s employment with the Company, the Grantee shall devote all of the Grantee’s business time, energy, business judgment, knowledge and skill and the Grantee’s best efforts to the performance of the Grantee’s duties with the Company, provided that the foregoing shall not prevent the Grantee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Grantee’s passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Grantee’s duties hereunder or create a potential business or fiduciary conflict. Grantee further agrees to comply fully with all policies and practices of the Company as are from time to time in effect.
(c)Nonsolicitation. Grantee further agrees that while he or she is employed by the Company and during the Noncompetition Period, Grantee will not, (i) hire or attempt to hire any employee of the Company or any of its subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any competing business or activity. For purposes of Grantee’s obligations hereunder during that portion of the Noncompetition Period that follows termination of Grantee’s employment, employee, independent contractor, customer or vendor of the Company or any of its subsidiaries shall mean any Person who was such at any time during the six (6) months immediately preceding the date of the termination of Grantee’s employment.
(d)Enforceability. In the event that the one (1) year period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the period shall be six (6) months or such other time as determined enforceable by such court.
14.Non-Inducement. Grantee will not directly or indirectly assist or encourage any person or entity in carrying out or conducting any activity that would be prohibited by this Agreement if such activity were carried out or conducted by Grantee.
15.Assignment of Rights to Intellectual Property. Grantee shall promptly and fully disclose all Intellectual Property (defined below) to the Company. Grantee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) Grantee’s full right, title and interest in and to all Intellectual Property. Grantee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. Grantee will not charge the Company for time spent in complying with these obligations. All copyrightable works that Grantee creates shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company. For purposes of this Section 8, “Intellectual Property” means inventions, discoveries,
developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Grantee (whether alone or with others and whether or not during normal business hours or on or off the premises of the Company or any of its subsidiaries) during Grantee’s employment with the Company or any of its subsidiaries (including prior to the Effective Date if applicable) that relate to either the Products or any prospective activity of the Company or any of its subsidiaries or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its subsidiaries.
16.Consideration and Acknowledgments. Grantee acknowledges and agrees that the covenants described in Sections 12 through 15 of this Agreement are essential terms, and the underlying Award would not be provided by the Company in the absence of these covenants. Grantee further acknowledges that these covenants are supported by adequate consideration as set forth in this Agreement, that full compliance with these covenants will not prevent Grantee from earning a livelihood following the termination of his or her employment, and that these covenants do not place undue restraint on Grantee and are not in conflict with any public interest. Grantee acknowledges that (i) Grantee has had access to Company’s trade secrets and Confidential Information at the highest levels, including without limitation manufacturing and marketing strategy, customer strategy and lists, technical know-how, product and process research and development, and business plans, (ii) Grantee has had access to Confidential Information regarding and has been privy to discussions and strategy sessions at the highest levels of the Company regarding all aspects, business lines and product segments of the Company, and (iii) that these trade secrets and Confidential Information would inevitably be disclosed were Grantee to work for a competitor. Grantee further acknowledges and agrees that Grantee fully understands these covenants, has had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, that these covenants are reasonable and enforceable in every respect, and has voluntarily agreed to comply with these covenants for their stated term. Grantee agrees that in the event he or she is offered employment with a competing business at any time in the future, Grantee shall immediately notify the competing business of the existence of the covenants set forth above.
17.Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
18.Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee and the successors and assigns of the Company.
19.Notices. Any notice to the Company provided for herein shall be in writing to the attention of the Secretary of the Company at Commercial Vehicle Group, Inc., 7800 Walton Parkway, New Albany, Ohio 43504, and any notice to the Grantee shall be addressed to the Grantee at his or her address currently on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when hand delivered, or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier
service, addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified, except that notices of changes of address shall be effective only upon receipt.
20.No Right to Continued Employment or Service. Nothing in this Agreement shall confer upon the Grantee any right to continued employment or other service with the Company or its Subsidiaries, or to interfere in any way with the right of the Company or its Subsidiaries to terminate the Grantee’s employment or other service at any time and for any reason (or no reason).
21.Entire Agreement. This Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. This Agreement may be amended or modified only by a written instrument executed by the Company and the Grantee.
22.Governing Law. The laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof, shall govern the interpretation, performance and enforcement of this Agreement.
* * * * *
IN WITNESS WHEREOF, this Agreement is effective as of the date set forth above.
COMMERCIAL VEHICLE GROUP, INC.
By:
Name:
Title
ACKNOWLEDGED AND AGREED:
Employee Name
Grantee
EXHIBIT A
FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _________________, hereby sells, assigns and transfers unto _________________________________, ____ shares of the Common Stock, par value $0.01 per share, of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”) standing in its name on the books of said Company represented by Certificate Number ____, and does hereby irrevocably constitute and appoint ________________ as attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.
| | | | | |
| Date: ___________________ |
Employee Name |
Exhibit 99.01
Press Release
Commercial Vehicle Group Appoints James Ray as President and Chief Executive Officer
NEW ALBANY, Ohio, December 11, 2023 (GLOBE NEWSWIRE) – Commercial Vehicle Group (“CVG” or the “Company”) (NASDAQ: CVGI), a global leader in the design and manufacturing of electrical systems, vehicle components and accessories, plastic products and robotic assemblies, today announced that its Board of Directors has appointed James Ray as the Company's next President and Chief Executive Officer. On December 20, 2023, he will replace Interim CEO Robert Griffin, who will continue in his role as Chairman of the Board of Directors for CVG.
The appointment of Mr. Ray follows an extensive, global search process led by international, executive search firm Heidrick & Struggles. The Board thanked Mr. Griffin for leading the Company during the search for the permanent President and CEO.
Mr. Ray has served as an Independent Director on CVG’s Board since March 2020 and will remain on the Board as a non-independent director following his appointment as President and CEO. He also currently serves as an Independent Director on the Boards of Leslie’s, Inc. and Spirit AeroSystems, Inc. In addition to his Board roles, Mr. Ray has provided consulting services to Fortune 100 companies and private equity portfolio companies. He brings extensive global and broad-based experience in many of CVG’s key end markets, including electrical systems. Prior to joining CVG’s Board, Mr. Ray served as President, Engineered Fastening at Stanley Black & Decker, Inc. where he held various global industrial P&L and operational leadership roles from 2013 through 2020. Prior to Stanley Black & Decker, he spent more than 25 years in global P&L and engineering leadership roles at TE Connectivity, Delphi, and General Motors.
Mr. Ray earned a bachelor’s degree in electrical and electronics engineering from Howard University and a master’s degree in manufacturing management from Kettering University.
“We have selected a world-class executive with exceptional experience and leadership skills, and he is extraordinarily well-suited to advance our long-term strategy and accelerate growth," said Mr. Griffin. "James is a trusted and growth-oriented leader with extensive management experience in global industries. He is the ideal candidate to lead CVG through its next stage of growth, and we expect a very smooth leadership transition."
Mr. Ray said, “I am honored to be named President and CEO and appreciate the Board's trust and support. I look forward to working with our approximately 8,000 outstanding employees as we execute our strategy to deliver value to our customers and shareholders. I am excited and energized to lead this diverse organization, a business with an
impressive global footprint and diversified product portfolio. In my time on the Board, I have only become more convinced by the strength of CVG’s fundamentals, the transformative strategy and our clear growth potential."
# # #
About CVG
At CVG, we deliver real solutions to complex design, engineering and manufacturing problems while creating positive change for our customers, industries, and communities we serve. Information about the Company and its products is available on the internet at www.cvgrp.com.
Investor Relations Contact:
Ross Collins or Stephen Poe
Alpha IR Group
CVGI@alpha-ir.com
Media Contact:
Patrick Woolford
Director, Communications
Patrick.Woolford@cvgrp.com
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