Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On September 9, 2020, Commercial Vehicle Group, Inc. (the "Company") entered
into an employment agreement (the "Employment Agreement") with Mr. Harold C.
Bevis, the Company's President and Chief Executive Officer. Pursuant to the
employment agreement, the initial term of Mr. Bevis' Employment Agreement is
three years from March 23, 2020 (the "Effective Date"). On each anniversary of
the Effective Date following the expiration of the initial term, the Employment
Agreement will be automatically extended for successive one-year periods,
provided that either party may elect to not extend the Employment Agreement by
providing written notice to the other party at least 90 days prior to any such
anniversary date. Pursuant to the Employment Agreement, Mr. Bevis receives a
base salary of $500,000, which will be subject to annual review and upward
adjustment, and an annual bonus under the Company's annual bonus plan as may be
in effect from time to time based on a target bonus opportunity of at least 100%
of Mr. Bevis' base salary. For the 2020 plan year, Mr. Bevis will receive a
guaranteed minimum annual bonus of no less than $375,000. Mr. Bevis' Base Salary
has been temporarily reduced by 20% pursuant to broad based salary reductions
for the entire management team due to Covid-19. The temporary reduction of the
Mr. Bevis' Base Salary shall terminate when the temporary base salary reductions
applicable to the management team are terminated.
In 2020, Mr. Bevis shall be eligible, pursuant to the terms of the Company's
long-term incentive plan, to receive additional discretionary annual incentive
awards with a target of $1,800,000 on terms to be determined by the compensation
committee (the "Committee") of the Board of Directors, distributed as follows:
1.25%, or $450,000, in the form of time vested restricted stock as granted on
April 3, 2020, with vesting in three equal annual installments over a three year
period on December 31, 2020, 2021 and 2022;
2.25%, or $450,000, will be issued in the form of performance shares tied to
relative performance of Total Shareholder Return (TSR) as compared to the
established peer group. The performance shares will be settled in CVGI stock in
three annual installments over a three year period on March 23 of every year,
with a payout that may range from 0% to 200% based on performance;
3.25%, or $450,000, will be issued in the form of restricted cash tied to
relative performance of TSR as compared to the established peer group in three
annual installments over a three year period on March 23 of every year. Payouts
may range from 0% to 200% based on performance; and
4.25%, or $450,000, will be in the form of a strategic two year discretionary
cash award tied to the completion of agreed upon goals and objectives and
payable on March 23, 2022. The payout may range from 0% to 300% based on
performance.
For 2021 and beyond, during the term of the Employment Agreement, Mr. Bevis
shall be eligible, pursuant to the terms of the Company's long-term incentive
plan, to receive discretionary annual incentive awards with a target of
$1,800,000 (as may be adjusted upward from time to time) on terms to be
determined by the Committee. The terms and conditions of such awards shall be no
less favorable than those awards granted to similarly situated executive
officers of the Company.
During the term of his employment, Mr. Bevis is entitled to participate in any
employee benefit plan that the Company has adopted or may adopt for the benefit
of its employees generally, subject to satisfying applicable eligibility
requirements, including the Commercial Vehicle Group, Inc. Deferred Compensation
Plan.
The Employment Agreement provides for certain payouts to Mr. Bevis and
accelerated vesting of certain awards in the event Mr. Bevis' employment is
terminated on account of his death, disability, retirement, without cause or for
good reason with specific treatment.
The foregoing description of the terms of the Employment Agreement does not
purport to be complete, and is qualified in its entirety by reference to the
full text of the Employment Agreement, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
--------------------------------------------------------------------------------
Exhibit
Number Description
Employment Agreement between Harold C. Bevis and Commercial Vehicle
10.1 Group, Inc.--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
COMMERCIAL VEHICLE GROUP, INC. 
