EX-10.2




			
	 




  
	  	 EXHIBIT 10.2

 
 ANNUAL INCENTIVE
PROGRAM
 2014


 The CVG 2014 Bonus Plan period will be one year, coinciding with the Company’s fiscal year. The performance measures are
exclusively financial in nature and will include revenues, operating profit margin and return on average invested capital (ROAIC). 
 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. 

2014 Bonus Plan Metrics and Weighting 
  

																									
	 	  	Net Sales	 	 	Operating Profit
Margin	 	 	ROAIC	 	 	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	% 	 	 	30	% 	 	 	40	% 	 	 	15	% 	 	 	100	% 










			
	 




  
	  	 EXHIBIT 10.2

 
 ANNUAL INCENTIVE
PROGRAM
 2014


  

 2014 Bonus Plan Performance Payouts 

(See Addendum for Corporate or Business Unit Performance Targets) 

 

			
	 Below Threshold
  

Threshold Performance
  

Target Performance (Plan)
  

Superior/Maximum Performance
	  	 No Payout
  

25% Payout
  

100% Payout
  

200% Payout


 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 will be eligible to participate in the first year of employment with the first year’s incentive 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 2014 Bonus 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 2014 Bonus Plan shall be subject to applicable tax withholding requirements. Participants must be actively employed on the date of payout to be eligible for an award payment. Participants who are terminated for any reason prior to the










			
	 




  
	  	 EXHIBIT 10.2

 
 ANNUAL INCENTIVE
PROGRAM
 2014


  

 
payout date will forfeit their calculated award. The disposition of individual questions, disputes or exceptions will be determined by the Chief Financial Officer. Any inquiry or dispute
regarding the Program, or payments under the 2014 Bonus Plan, must be directed in writing to the Chief Human Resources Officer. 
 Administration

 The 2014 Bonus Plan will be administered by the Compensation Committee of the Board of Directors, with support from the Chief Human Resources Officer
and the Chief Financial Officer of Commercial Vehicle Group, Inc. The Compensation Committee has the right to review, modify and approve the calculation of the performance goals in the 2014 Bonus 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) expense, including mark to market gains or
losses, on early extinguishment of debt or other extraordinary events not foreseen at the time the 2014 Bonus Plan was established. 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. The existence of a plan does not guarantee a payment under the Program and CVG reserves the right to amend or eliminate the Program at any time. 

Participation in the Program is not a guarantee of the right to participate in the Program indefinitely. Participants must continue to satisfy the
requirements of the Program 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 









			
	 




  
	  	 EXHIBIT 10.2

 
 ANNUAL INCENTIVE
PROGRAM
 2014


  

 
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 is owed 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 Program utilizing the published metrics. Calculated payments will be presented to the Compensation Committee for review
and approval prior to payment. 
 The Program, participation hereunder, and/or receipt of an award shall neither create nor constitute a contract of
employment. Neither the Program 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.