EX-10.2



 



 
 Exhibit 10.2 

October 7, 2013 
 Mr. Brent A. Walters 

920 Wootton Rd. 
 Bryn Mawr, PA 19010 

 

			
	Subject:		Employment Offer

 Dear Brent: 
 On behalf of Rich
Lavin, I am pleased to extend the following offer of employment with Commercial Vehicle Group, Inc. (The “Company”). 
  

			
	Job Title		General Counsel, Chief Compliance Officer & Corporate Secretary
		
	Start Date		Monday, October 28, 2013
		
	Reports To		Rich Lavin, President and Chief Executive Officer
		
	Salary		$315,000 if annualized, payable bi-weekly
		
	Relocation		The Company will pay or reimburse all documented, reasonable and customary expenses related to your relocation to Central Ohio. Relocation benefits include home marketing assistance, temporary housing, costs associated with the sale
and/or purchase of a home, and relocation of household goods. Relocation services may be provided by SIRVA on behalf of Commercial Vehicle Group. The maximum budget for your relocation is $100,000. Costs incurred in excess of the budget may be
considered but are subject to specific review and additional approvals as expense overruns are incurred.
		
			All eligible expenses must be incurred and submitted within 12 months of your hire date in order to be eligible for relocation benefits. All relocation expenses paid or reimbursed by the Company are recoverable if you resign or are
terminated for cause within 24 months of your final relocation payment. The amount recoverable will be equal to 1/24th of the reimbursement for each full month left in the repayment period at the time of separation.


  
 7800 Walton Parkway /
New Albany, OH / 43054 / 614.289.5360 










							
							





  


					
	 Equity
 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 similarly situated employees are generally eligible. The
level of participation in any such plan shall be determined at the sole discretion of the Board from time to time.
			
			(a)		You will be granted, within thirty (30) days of hire, an award of 10,000 shares of restricted stock pursuant to the terms of the Company’s Equity Incentive Plan. Such restricted stock will vest ratably over three years.
The terms and conditions of the award shall be governed in all respects by the definitive documentation related to the grant of such award.
			
			(b)		You shall be eligible, pursuant to the terms of the Company’s long-term incentive plan, to receive an additional discretionary annual restricted stock and/or restricted cash award. The terms and conditions of such awards will
be no less favorable than those awards granted to other senior officers of the Company, except to the extent duplicative of the restricted shares received at hire.
		
	Bonus		You will be eligible for an annual discretionary award targeted at 75% of your base compensation, pro-rated for 2013 based on your start date.
		
			The 2013 Annual Incentive Plan measures are exclusively financial in nature and are tied to corporate and divisional Net Sales, Operating Profit Margin and Return on Average Invested Capital targets. Payouts range from
0% - 200% of target based on performance against plan.
		
	Vacation		Four weeks per calendar year, pro-rated for 2013 at 13.33 hours per month.
		
	Holidays		Ten days, in accordance with annual observation calendar.
		
	Group Benefits		Hospital/Surgical/Medical, Dental and Vision insurance is available for you and all eligible dependents. Coverage is effective on the first day of the month following your date of hire. A bi-weekly payroll deduction will
apply based on the type of coverage you select.
		
			Group life insurance coverage equal to $750,000 is provided at no cost to you and with no medical exam required. This coverage is also effective on the first day of the month following your date of hire.
		
			Short term disability coverage applies after 180 days of employment and provides disability pay at 100% of your base salary for the first two weeks and up to an additional 24 weeks at 60% of base salary.
		
			Long term disability coverage takes effect following the exhaustion of your short term disability coverage.
		
			All associates over the age of eighteen are eligible for enrollment in our 401(k) Savings Plan on the first day of the month following date of hire. Currently, the company matching contribution is fifty cents for every
dollar contributed, up to 6% of annual salary. Matching contributions vest ratably over three years.


  
 7800 Walton Parkway /
New Albany, OH / 43054 / 614.289.5360 










							
							





  


			
			You will also be eligible to enroll in Commercial Vehicle Group’s Deferred Compensation Plan.
		
			Details on our salaried benefit programs are enclosed with this letter. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.
		
	 Stock
 Ownership
		Pursuant to the Company’s Stock Ownership Guidelines published March 7, 2011, executive officers are expected to own and hold shares of the Company’s common stock with a Value (as defined in the Stock Ownership Policy)
equal to two times your annual base salary.
		
	Conditional		This offer is contingent upon you successfully passing a pre-employment background check and drug screen.

 This offer will remain open through close of business on October 10, 2013. If you have any questions, please contact me
directly at 614-289-0253. 
 On behalf of Rich Lavin, and all of us at CVG, we anticipate your positive response and look forward to welcoming you to the
organization soon. 
  

	
	Sincerely,
	
	/s/ Laura Macias
	
	Laura L. Macias
	Vice President Human Resources


  
 7800 Walton Parkway /
New Albany, OH / 43054 / 614.289.5360