FOURTH: A new last sentence shall be added to Section 9(e)(vi) of the Agreement,which shall read as follows:“The Company shall pay the Executive the Gross-Up Payment, to the extent it becomes payablehereunder, no later than the last day of the calendar year following the year in which theExcise Tax, if any, is remitted to the Internal Revenue Service.”     FIFTH: The Agreement is hereby amended by adding a new Section 18 of the Agreement toread in full as follows:“**18.****Code Section 409A Compliance****.**     “(a) The intent of the parties is that payments and benefits under this Agreementcomply with Code Section 409A and, accordingly, to the maximum extent permitted, thisAgreement shall be interpreted to be in compliance therewith. To the extent that anyprovision hereof is modified in order to comply with Code Section 409A, such modificationshall be made in good faith and shall, to the maximum extent reasonably possible, maintainthe original intent and economic benefit to the parties hereto of the applicable provisionwithout violating the provisions of Code Section 409A. In no event whatsoever shall theCompany be liable for any additional tax, interest or penalty that may be imposed on theExecutive by Code Section 409A or damages for failing to comply with Code Section 409A.     (b) An “Employment Separation” shall not be deemed to have occurred for purposes of anyprovision of this Agreement providing for the payment of any amount or benefit upon orfollowing an Employment Separation unless such Employment Separation is also a “separationfrom service” within the meaning of Code Section 409A and, for purposes of any suchprovision of this Agreement, references to an Employment Separation or like terms shall mean“separation from service.” If the Executive is deemed on the date of termination to be a“specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), thenwith regard to any payment or the provision of any benefit that is considered deferredcompensation under Code Section 409A payable on account of a “separation from service,” suchpayment or benefit shall be made or provided at the date which is the earlier of (i) theexpiration of the six (6)-month period measured from the date of such “separation fromservice” of the Executive, and (ii) the date of the Executive’s death (the “Delay Period”).Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to thisSection (whether they would have otherwise been payable in a single sum or in installmentsin the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum,and any remaining payments and benefits due under this Agreement shall be paid or providedin accordance with the normal payment dates specified for them herein.     (c) All expenses or other reimbursements under this Agreement shall be made on or priorto the last day of the taxable year following the taxable year in which such expenses wereincurred by the Executive (provided that if any such reimbursements constitute taxableincome to the Executive, such reimbursements shall be paid no later
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than March 15th of the calendar year following the calendar year in which the expensesto be reimbursed were incurred), and no such reimbursement or expenses eligible forreimbursement in any taxable year shall in any way affect the expenses eligible forreimbursement in any other taxable year.     (d) For purposes of Code Section 409A, the Executive’s right to receive any installmentpayments pursuant to this Agreement shall be treated as a right to receive a series ofseparate and distinct payments. Whenever a payment under this Agreement specifies a paymentperiod with reference to a number of days (e.g., “payment shall be made withinthirty (30) days”), the actual date of payment within the specified period shall be withinthe sole discretion of the Company.     (e) In no event shall any payment under this Agreement that constitutes “deferredcompensation” for purposes of Code Section 409A be offset by any other payment pursuant tothis Agreement or otherwise.”     SIXTH: Except as specifically modified herein, the Agreement shall remain in fullforce and effect in accordance with all of the terms and conditions thereof.[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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     **IN WITNESS WHEREOF,**the parties hereto have executed this first amendment to the Agreement asof the date first written above.**COMMERCIALVEHICLE GROUP, INC.**        By: /s/ Chad M. Utrup       Name: Chad M. Utrup  Title: CFO**EXECUTIVE**      /s/ Mervin Dunn     Mervin Dunn   Address:   4737 Yantis Drive  New Albany, OH 43054
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