EX-10.1




			
	



	  	 ANNUAL INCENTIVE PLAN

2015


  
  

Exhibit 10.1 
 The Commercial Vehicle Group, Inc.
(the “Company”) 2015 Annual Incentive Plan (the “2015 Plan”) period will be one year, coinciding with the Company’s fiscal year. The performance measures are exclusively financial in nature and will include net sales,
operating profit margin, and operating profit after capital charge (“OPACC”). 
 Participants assigned to a specific Business Unit will have a mix
of consolidated and line of business metrics that promotes high level collaboration and divisional “line of sight” performance. Corporate participants will have consolidated metrics. 

 

																									
	 2015 Annual Incentive Plan Metrics and Weighting
	 
	 	  	Net Sales	 	 	Operating Profit Margin	 	 	OPACC	 	 	TOTAL	 
	  	Corporate	 	 	Business
Unit	 	 	Corporate	 	 	Business
Unit	 	 	All	 	 
	 Corporate Participants
	  	 	20	% 	 				 	 	60	% 	 				 	 	20	% 	 	 	100	% 
	 Business Unit Executives
	  				 	 	15	% 	 	 	60	% 	 	 	10	% 	 	 	15	% 	 	 	100	% 
	 Business Unit Associates
	  				 	 	15	% 	 	 	20	% 	 	 	50	% 	 	 	15	% 	 	 	100	% 

  

			
	 2015 Annual Incentive Plan Performance Payouts

(See Addendum for 2015 Performance Targets)

		
	 Below Threshold
	 	No Payout
		
	 Threshold Performance
	 	25% Payout
		
	 Target Performance (Plan)
	 	100% Payout
		
	 Superior/Maximum Performance
	 	200% Payout










			
	



		 ANNUAL INCENTIVE PLAN

2015


  

  

Payouts for results between the threshold and target levels of performance and between the target and maximum levels of performance will be determined using
straight line interpolation. 
 Participation 
 New
hires selected to participate in the 2015 Plan will be eligible to participate in the first year of employment with the first year’s award pro-rated based on the number of complete calendar months worked in the plan year, unless otherwise
indicated at hire. 
 Plan Payout Approach 
 Awards
under the 2015 Plan shall be paid as wages as a separate line item, or via separate check through the normal payroll process. All awards paid under the 2015 Plan shall be subject to applicable tax withholding requirements. Participants must be
actively employed on the date of payout to receive a payment. Participants who are terminated for any reason prior to the payout date will forfeit their calculated award. The disposition of individual questions, disputes or exceptions will be
determined by the Chief Financial Officer and Chief Executive Officer. Any inquiry or dispute regarding the 2015 Plan, or payments under the 2015 Plan, must be directed in writing to the Chief Human Resources Officer. 

Administration 
 The 2015 Plan will be administered by the
Compensation Committee of the Board of Directors, with support from the Chief Human Resources Officer, the Chief Financial Officer, and the Chief Executive Officer of the Company. The Compensation Committee has the discretion to review, modify and
approve the calculation of the annual performance goals and determine the amount of any bonuses payable under the 2015 Plan for the sole purpose of ensuring that the incentive payments are calculated with the same intentions in which the targets
have been set for the current year, including making adjustments to eliminate the effects of restructuring and other (income) expenses not foreseen at the time the 2015 Plan was established, which may include: 

 

	 	•	 	Significant changes in accounting policies 

  

	 	•	 	Third party costs associated with non-integration, merger & acquisition expense 

  

	 	•	 	Early extinguishment of debt 

  

	 	•	 	Significant gains or losses on the unplanned sale of a business segment or property 

  

	 	•	 	Restructuring costs associated with workforce reductions 

  

	 	•	 	Significant asset impairment charges, excluding reserves made in the normal course of business 

  

	 	•	 	Benefits or expenses associated with significant changes in deferred taxes 










			
	



		 ANNUAL INCENTIVE PLAN

2015


  

 
  


	 	•	 	FX moves against US currency 

  

	 	•	 	Unusual material legal settlements, exclusive of defense or litigation costs 

 In addition, the Compensation
Committee has the discretion to increase or decrease the payouts based on significant differences in individual performance of each of the executive officers or other 2015 Plan participants. 

The existence of a plan does not guarantee a payment under the 2015 Plan and CVG reserves the right to amend or eliminate the 2015 Plan at any time.
Participation in the 2015 Plan is not a guarantee of the right to participate in a plan in future years. Participants must continue to satisfy the requirements of the 2015 Plan in order to participate. Participants shall also be subject to all
applicable conduct and performance standards including, without limitation, the Company’s Code of Ethics, at all times while performing transactions for which awards are payable hereunder. The Chief Executive Officer may cancel an award related
to, or in recognition of, a particular transaction if the Company discovers that the Participant to whom the award may be due has violated any of the above conditions. If the Company discovers such a violation after it has paid an award, the Company
reserves the right to pursue any means allowed by law to recover the amount of such an award. 
 Payments will be calculated under the 2015 Plan utilizing
the published metrics. Calculated payments will be presented to the Compensation Committee for review and approval prior to payment. 
 General 

The 2015 Plan, participation hereunder, and/or receipt of an award shall neither create nor constitute a contract of employment. Neither the 2015 Plan nor
participation hereunder shall guarantee future employment for any period of time. Participants remain employees at will, and either the Company or a Participant may terminate the Participant’s employment at any time for any reason. 

Payments under the 2015 Plan will not be taken into account for purposes of calculating a Participant’s benefits under any of the Company’s other
employee benefit plans or arrangements unless otherwise expressly and specifically provided in such benefit plan or arrangement. 
 The 2015 Plan is
unfunded and a Participant’s rights under the 2015 Plan will be equivalent to that of an unsecured general creditor of the Company. The 2015 Plan is intended to be exempt from Internal Revenue Code section 409A and will be administered
accordingly.