exhibit10-2seperationagr






  7800 Walton Parkway  New Albany OH  43054  US_ACTIVE\122272905\V-2      Exhibit 10.2  September 13, 2022    Mr. Christopher Bohnert,    Re: Separation Agreement and General Release    Dear Chris:      This Separation Agreement (“Agreement”) serves as the understanding and mutual intent of both parties to facilitate an amicable  separation between you and the Company (as hereinafter defined).  This Agreement is made on behalf of, and for the benefit of,  Commercial Vehicle Group, Inc., and any and all directly or indirectly owned subsidiaries and affiliated companies of Commercial  Vehicle Group, Inc., and all of their past and present officers, directors, employees, agents (all in both their individual and official  capacities), parent companies, subsidiary companies, predecessors, partners, members, affiliates, principals, insurers, and any  and all employee benefit plans (and any fiduciary of such plans) sponsored by the aforesaid entities (all of which are collectively  referred to herein as the “Company”).  Please read this document carefully as it will outline the terms of all the agreements we  have made:    1. Record of Separation –The Company will record your separation from the Company in your role as the Chief Financial  Officer effective October 11, 2022 as a “termination by the Company without Cause” pursuant to the CIC Agreement (as  defined in Section 2 below) and from October 12, 2022 until December 31,, 2022 you will be employed with the current  salary and benefits and serve in an advisory role (the “Advisory Role”) reporting to the then current Chief Financial  Officer. If the Advisory Role is terminated by either party, with ten business days’ notice, prior to December 31, 2022,  such date or December 31, 2022, whichever is earlier, shall be your “Separation Date”.    2. Severance – Pursuant only to that certain Change in Control & Non-Competition Agreement dated March 8, 2021  between you and the Company (the “CIC Agreement”), the Company will continue to pay you your salary in accordance  with the Company’s payroll practices for a period of twelve (12) months from January 1, 2023 to December 31, 2023,  subject to the terms of the CIC Agreement.      3. 2022 Annual Incentive Plan Payment – Pursuant to your CIC Agreement, you will be eligible for the payment of the 2022  annual incentive plan payment, if earned, and such annual incentive plan payment will be paid in 2023 when awards are  finalized and paid to all plan participants (“Bonus Pay”). Your Bonus Pay will be a pro-rated amount through your  Separation Date.     4. Unvested Restricted Shares – A portion of unvested restricted shares granted to you will vest on your Separation Date  pursuant to Section 5 of this Agreement.    5. Advisory Role – From October 12, 2022 to your Separation Date, in your Advisory Role, you will be paid pursuant to  Section 1 above. Your work schedule during your Advisory Role shall be mutually agreed to between you and the then  current Chief Financial Officer; provided that your time spent in the office shall be no greater than three days per week  or as agreed between the parties; however, you shall work a total of forty (40) hours per week. Additionally, it is  understood that you will be on vacation from October 12, 2022 to October 20, 2022 (with no further vacation time  available through your Separation Date), and be available to work remotely on October 21, 2022. Additionally, as  additional consideration for you service in the Advisory Role, if the Company terminates your employment prior to  December 31, 2022, or you serve in the Advisory Role through December 31, 2022, the Company agrees to vest, as of  December 31, 2022, 6,376 shares from your 2021 restricted share grant and 7,545 shares of your 2022 restricted  share grant.      





 






Page 2 of 6           7800 Walton Parkway  7800 Walton Parkway  New Albany OH  43054  US_ACTIVE\122272905\V-2  6. Long Term Incentives –Any unvested restricted cash not already paid to you as of the date of this Agreement shall be  forfeited in accordance with the governing plan documents.      7. Confidentiality and Mutual Non-Disparagement.    a. This Agreement – As both parties understand, confidentiality in these types of matters is very important.  The  Company agrees the officers of the Company and any others who are explicitly authorized by the officers of the  Company to speak on behalf of the Company will not make any comments relating to you and/or your employment  with the Company, which are negative, false, critical, derogatory, or which may tend to injure you and/or your role  with the Company. You also agree that you shall not make any comments relating to the Company or anyone  associated with the Company, which are negative, false, critical, derogatory, or which may tend to injure the  business of the Company.  In addition, you agree that you shall not disparage or speak negatively about the  Company or anyone associated with it (except as required or permitted by law, such as a charge or participation in  a proceeding before the EEOC or state FEP agency).    b. CVG Business Information – We recognize that confidential business and/or customer information (“Confidential  Information”) has been disclosed to you by the Company.  Included in such Confidential Information is information  about the Company and its due business practices, such as business plans and financial information; employee  and customer information (including but not limited to customers of the Company developed by you or others during  your employment); technical, and marketing plans, records, data systems, software, methods of operation, pricing,  vendor and customer lists and information; all processes, developments, techniques, procedures, and ideas used  or developed by the Company; and any and all other information that as a matter of practice should or would be  deemed Confidential Information, unless it is otherwise publicly disclosed by the Company.  You understand and  agree that at all times you: (i) shall keep such information confidential; (ii) shall not disclose or communicate any  such Confidential Information to any third party; and (iii) shall not make use of any Confidential Information on your  own behalf, or on behalf of any third party.     8. Future Cooperation.  You agree to cooperate with the Company in support of its business interests on any matter arising  out of your employment; respond and provide information for reasonable information requests about subjects worked on  during your employment; cooperate to facilitate an orderly transition of your job duties to a successor employee; and to  provide information truthfully in connection with any claim, investigation, or litigation in which the Company deems your  cooperation is needed.  The Company will reimburse you for reasonable and customary expenses that you incur in  connection with you providing such cooperation as requested in writing by the Company.  Unless it is not permissible by  law, in the event that a subpoena or document request is served upon you, you will immediately notify the Company and  provide copies of any relevant documents to the Company.     9. Non-competition and Non-solicitation.    a. By entering into this Agreement, you acknowledge the Confidential Information has been and will be developed and  acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable  asset of the Company, that the unauthorized disclosure or misuse of the Confidential Information to anyone would  cause substantial and irreparable injury to the Company.      b. In exchange for consideration paid or to be paid to you under the CIC Agreement and the additional considerations  specified in this Agreement, the adequacy of which you expressly acknowledge, you agree that during your  employment by the Company, and for a period of twelve (12) months following your separation, you shall not, directly  or indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or  otherwise:    i. Directly or indirectly call on, induce, solicit or take away, or attempt to call on, induce, solicit, or  take away, in connection with or on behalf of any activity in competition with the Company’s  then-current business, any person or entity who was a vendor, customer, or prospective  customer of the Company, for the purpose or result that the vendor, customer, or prospective  





 






Page 3 of 6           7800 Walton Parkway  7800 Walton Parkway  New Albany OH  43054  US_ACTIVE\122272905\V-2  customer purchase from, use or employ the products or services of any person or entity other  than the Company; or  ii. Contact any employee of the Company for the purpose of discussing or suggesting that such  employee resign from employment with the Company for the purpose of becoming employed  elsewhere or provide information about individual employees of the Company or personnel  policies or procedures of the Company to any person or entity, including any individual, agency  or company engaged in the business of recruiting employees, executives or officers; or  iii. Own, manage, operate, join, control, be employed by, consult with or participate in the  ownership, management, operation or control of, or be connected with (as a stockholder,  partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that  competes or plans to compete, directly or indirectly, with the Company, its products, or any  division, subsidiary or affiliate of the Company; 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 in violation of this Agreement.    c. The covenants contained in this Section 8 shall be construed as independent of any other provisions or covenants,  and the existence of any claim or cause of action by you against the Company, whether predicated on this  Agreement or otherwise, or the actions of the Company with respect to enforcement of similar restrictions as to  other employees, shall not constitute a defense to the enforcement by the Company of the covenants.    You acknowledge and agree that the Company has invested great time, effort and expense in its business and  reputation, and that the services performed by you, and the information divulged to you, are unique and  extraordinary, and you agree that the Company shall be entitled, upon a breach of this Section of this Agreement,  to injunctive relief against such activities, or any other remedies available to the Company at law or equity.  If you  shall have breached any of the provisions of this Agreement, and if the Company shall bring legal action for  injunctive relief, such relief shall, at a minimum, have the duration specified in this Agreement, commencing from  the date such relief is granted, but reduced only by the period of time elapsed between the termination date and  your first breach of this Agreement.  The obligations contained in this Agreement shall survive the termination of the  employment relationship.  Any specific right or remedy set forth in this Agreement, legal, equitable or otherwise,  shall not be exclusive, but shall be cumulative upon all other rights and remedies set forth herein, or allowed or  allowable by this Agreement, the CIC Agreement or by law.  The failure of the Company to enforce any of the  provisions of this Agreement, any other agreement with you, or the provisions of any agreement with any other  employee, shall not constitute a waiver or limit any of the rights of the Company.    You agree that the Company has attempted to limit your right to compete only to the extent necessary to protect  the Company from unfair competition.  We further agree that if for any reason the restrictions set forth above are  too broad or otherwise unenforceable at law, then they, or any one of them, shall be reduced to such area, time, or  terms, as shall be legally enforceable.  If it is judicially determined that this Agreement, or any portion thereof, is  illegal or offensive under any applicable law (statute, common law, or otherwise), then it is hereby agreed the non- competition covenant shall be revised and shall be in full force and effect to the full extent permitted by law.  By this  Agreement, we intend to have this Agreement not to compete and not to solicit be in full force and effect to the  greatest extent permissible.    10. Release of Claims.  This is a release of claims against the Company and those associated with it.  Please read it  carefully:  In exchange for the commitments by the Company as provided for in this Agreement, you agree (for yourself,  your heirs, executors, and assignees) to fully release and waive any claims or rights, of any kind or nature whatsoever,  whether known or unknown, that you may have against the Company, and/or any of its employees, officers, directors,  insurers, or agents (both as representatives of the Company and in their individual capacities), which may exist or have  arisen up to and including the date of this Agreement.  The claims and rights which are waived and released include any  that arise out of your employment or relationship with the Company, or any of its representatives, and the cessation of  your employment, except for enforcement of this Agreement.  Although there may be others, some of the specific claims  which are released are all claims of any nature that may exist with respect to violation of any legal obligations,  





 






Page 4 of 6           7800 Walton Parkway  7800 Walton Parkway  New Albany OH  43054  US_ACTIVE\122272905\V-2  compensation, company policies, contract obligations, whistleblower status, retaliation, torts or public policy, and/or  unlawful discrimination, whether on the basis of race, creed, color, national origin, disability, age, sex, harassment, or  other protected characteristic.  (This release and waiver specifically includes any claims of age discrimination under the  Federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, or otherwise.  This release  and waiver specifically does not include any claim related to the enforcement of this Agreement.)  You certify and warrant  that, to the best of your knowledge, you have not suffered any workplace injury while in the Company’s employ, other  than those regarding which the Company is already on notice; have received all leave time to which you are or were  entitled; and have been paid for all hours worked and properly compensated for all hours worked in excess of forty (40)  hours per week if applicable.  You also certify and warrant that you have not filed, caused to be filed, and presently are  not a party to any claims against the Company, you have not divulged any proprietary or Confidential Information of the  Company, and will continue to maintain the confidentiality of such information, you have been paid and/or received or  will be paid and/or will receive  pursuant to this Agreement all compensation, commissions, overtime pay, wages,  bonuses, PTO and vacation, benefits, and other compensation to which you were entitled during your employment, you  have been granted any leaves of absence to which you were entitled, under the federal FMLA and disability laws, and in  compliance with the Company’s policies, and you have been paid all amounts due to you (including bonus, merit increase,  or otherwise) in connection with any absences, you are not aware of any facts or conduct to suggest that that the  Company ( its employees, officers, directors, insurers, or agents (as representatives of the Company) has or have  engaged in any improper or fraudulent conduct with respect to the U.S. government or any other government agency,  and to your  knowledge you have not engaged in, and are not aware of, any unlawful conduct related to any of the  Company’s business activities.      Nothing herein will preclude you from filing a charge of discrimination with the Equal Employment Opportunity  Commission; however, you expressly waive and release any right you may have to any remedy resulting from such a  charge, or any action or suit, that may be instituted on your behalf against the Company by the Equal Employment  Opportunity Commission, or any other governmental agency, or in any class or collective action.  Additionally, nothing in  this Agreement shall affect or release any vested rights and interests you may have in any company-sponsored  retirement or pension plan; nor is anything in this Agreement intended to create or enlarge rights to benefits under any  such plan.  No money shall be paid under this Agreement until you have executed this Agreement, including its release  and waiver of all employment related claims (except enforcement of this Agreement), in favor of the Company within the  time limit set by the Company, and you do not revoke this Agreement within the revocation period set forth herein.      11. Other Agreements.  Irrespective of the terms of any other agreements between you and the Company, you expressly  agree that subject to the Company’s payment obligations of this Agreement, the Company shall have no further  obligations to pay you any amounts under any such agreements.      Nothing in this Agreement is intended to supersede any other Non-Competition, Non-Solicitation and Confidentiality  Agreements between you and the Company, including, without limitation, the covenants and other provisions protecting  the Company in the CIC Agreement. For avoidance of doubt, you specifically agree and acknowledge (i) that the non- competition, non-solicitation and confidentiality provisions of this Agreement are in addition to any such provisions in any  other agreements between you and the Company and (ii) your obligations under the CIC Agreement survive your  termination, remain in full force and effect and are hereby re-affirmed by you, including, without limitation, obligations  related to the Company’s Confidential Information, inventions, and post-termination Non-competition and Non-solicitation  provisions thereof, respectively.       12. Period for Review and Right to Revoke.  Although we have discussed this Agreement at some length, please feel free  to take up to twenty-one (21) days, to consider this Agreement.  In addition, if you should change your mind for any  reason after executing this Agreement, you may rescind the Agreement anytime within seven (7) days after the date of  your signature.  To be effective, any such rescission must be in writing, postmarked, or delivered before the expiration  of the seven (7) day period, to me as provided for in this Agreement.  You may use as much or as little of this time as  you desire; however, as I am sure you understand, no payments or insurance can be continued beyond your last day  worked until you have confirmed your agreement.  You are encouraged to talk to anyone, including legal counsel, for  advice prior to signing this Agreement.    





 






Page 5 of 6           7800 Walton Parkway  7800 Walton Parkway  New Albany OH  43054  US_ACTIVE\122272905\V-2  13. Miscellaneous.    a. Other than as stated herein, the Parties acknowledge and agree that no promise or inducement has been offered  for this Agreement and no other promises or agreements shall be binding, unless reduced to writing and signed by  the Parties.  Nothing in this Agreement shall be construed to admit or imply that the Company, or anyone associated  with it, has acted wrongfully in any way, and all such claims are being specifically denied.    b. Both you and the Company agree that if either Party breaches any term of this Agreement and either Party  successfully enforces any term/right under this Agreement through legal process of any kind (other than an action  regarding the waiver and release under the federal age Act or the Older Workers Benefit Protection Act), then the  successful party shall be entitled to recover, from the other, its costs and expenses of such enforcement, including  reasonable attorney’s fees.  You and the Company agree that Ohio law shall govern any dispute arising under this  Agreement, that any legal action or proceedings with respect to this Agreement must be initiated in the state or  federal court located in Franklin County, State of Ohio, and that the Company and you hereby agree to subject  themselves to the jurisdiction of the federal and state courts of Ohio with respect to any such legal action or  proceedings.  Notwithstanding the foregoing, with respect to any action which includes injunctive relief, or any action  for the recovery of any property, the Company may bring such action in any state or location which has jurisdiction.    c. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended  (Section 409A), or an exemption thereunder, and shall be construed and administered in accordance with Section  409A, if applicable.  Notwithstanding any other provision of this Agreement, payments provided under this  Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable  exemption.  Any payments under this Agreement that may be excluded from Section 409A either as separation pay  due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A either  as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from  Section 409A to the maximum extent possible.  For purposes of Section 409A, each installment payment provided  under this Agreement shall be treated as a separate payment.  Any payments to be made under this Agreement  upon a separation of employment shall only be made upon a “separation from service” under Section 409A.   Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided  under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion  of any taxes, penalties, interest, or other expenses that may be incurred by you on account of non-compliance with  Section 409A.    THIS SEPARATION AGREEMENT AND RELEASE IS A LEGALLY BINDING DOCUMENT WITH IMPORTANT LEGAL  CONSEQUENCES, INCLUDING A RELEASE OF ALL CLAIMS, KNOWN AND UNKNOWN.  YOU HAVE THE RIGHT TO REVOKE  THIS AGREEMENT WITHIN SEVEN (7) CALENDAR DAYS AFTER SIGNING IT, BY DELIVERING WRITTEN NOTICE OF  REVOCATION TO Ms. Kristin Mathers, Chief Human Resources Officer, Commercial Vehicle Group, Inc., 7800 Walton Parkway,  New Albany, Ohio 43054, USA.  IT IS RECOMMENDED THAT YOU CONSULT YOUR OWN ATTORNEY BEFORE SIGNING THIS  DOCUMENT.  BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTAND AND  VOLUNTARILY AGREE TO ALL OF THE PROVISIONS CONTAINED IN THIS AGREEMENT AND RELEASE.    





 






Page 6 of 6           7800 Walton Parkway  7800 Walton Parkway  New Albany OH  43054  US_ACTIVE\122272905\V-2  YOU UNDERSTAND THAT, BY SIGNING THIS AGREEMENT AND RELEASE AND ACCEPTING THE CONSIDERATION  DESCRIBED IN THIS AGREEMENT, YOU ARE FOREVER GIVING UP THE RIGHT TO SUE THE RELEASEES, AND ANYONE  ELSE ASSOCIATED WITH THEM, FOR ANY CLAIMS, OF ANY TYPE, THAT YOU MIGHT HAVE AGAINST ANY OF THEM,  INCLUDING CLAIMS BASED ON YOUR EMPLOYMENT OR YOUR SEPARATION, THAT HAVE OCCURRED UP TO AND  INCLUDING THE MOMENT YOU SIGN THIS AGREEMENT.    IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below.    Employee     Commercial Vehicle Group, Inc.    _/s/ Christopher Bohnert____________  _/s/ Kristin Mathers_____________  Christopher Bohnert    By: Kristin Mathers        Chief Human Resources Officer  Date: ___9/14/2022____________    Date: __9/14/2022_________