exv10w3



 





Exhibit 10.3




COMMERCIAL VEHICLE GROUP, INC




CHANGE IN CONTROL & NON-COMPETITION AGREEMENT




     This Agreement is made as of this 22nd day of May, 2007, by and between Kevin
R. L. Frailey (“Executive”) and Commercial Vehicle Group, Inc., a Delaware corporation with its
principal office at 6530 W. Campus Oval, New Albany, Ohio 43054, its subsidiaries, successors and
assigns (the “Company”).



Recitals




     A. The Company is engaged in the business of developing, manufacturing, and marketing of
interior systems, vision safety solutions and other cab-related products for the global commercial
vehicle market, including the heavy-duty (Class 8) truck market, the construction market and other
specialized transportation markets and in connection therewith develops and uses valuable technical
and nontechnical trade secrets and other confidential information which it desires to protect.



     B. You will continue to be employed as an executive officer of the Company.



     C. The Company considers your continued services to be in the best interest of the Company and
desires, through this Agreement, to assure your continued services on behalf of the Company on an
objective and impartial basis and without distraction or conflict of interest in the event of an
attempt to obtain control of the Company.



     D. You are willing to remain in the employ of the Company on the terms set forth in this
agreement.



Agreement




     NOW, THEREFORE, the parties agree as follows:



     1. Consideration. As consideration for your entering into this Agreement and your
willingness to remain bound by its terms, the Company shall continue to employ you and provide you
with access to certain Confidential Information as defined in this Agreement and other valuable
consideration as provided for throughout this Agreement, including in Sections 3 and 4 of this
Agreement.



     2. Employment.



     (a) Position. You will continue to be employed as Executive Vice President, Business
Development reporting to the President and Chief Executive Officer [or board of directors] of the
Company. You shall continue to perform the duties, undertake the responsibilities
and exercise the authority customarily performed, undertaken and exercised by persons employed
in similar executive capacities.



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     (b) Restricted Employment. While employed by the Company, you shall devote your
best efforts to the business of the Company and shall not engage in any outside employment or
consulting work without first securing the approval of the Company’s Board of Directors.
Furthermore, so long as you are employed under this Agreement, you agree to devote your full time
and efforts exclusively on behalf of the Company and to competently, diligently, and effectively
discharge your duties hereunder. You shall not be prohibited from engaging in such personal,
charitable, or other nonemployment activities that do not interfere with your full time employment
hereunder and which do not violate the other provisions of this Agreement. You further agree to
comply fully with all policies and practices of the Company as are from time to time in effect.



     3. Compensation.




          (a) Your compensation will be continued at your current annual base rate (“Basic Salary”),
payable in accordance with the normal payroll practices of the Company. Your base salary may be
increased from time to time by action of the Board of Directors of the Company. You will also be
eligible for a cash bonus under a performance bonus plan which is determined annually by the Board
of Directors of the Company.




          (b) You will be entitled to receive stock options and to purchase shares of the common stock
of the Company pursuant to the terms of the Company’s Equity Incentive Plan or other plan adopted
by the Board of Directors of the Company from time to time. If a “Change in Control,” as defined
in Section 9(e)(v), shall occur (i) in which the Company does not survive as a result of such
Change in Control or substantially all of the assets of the Company are sold as a result of such
Change in Control, and (ii) in which the surviving entity does not assume the obligations of your
outstanding stock options upon the Change in Control, then all outstanding stock options issued to
you prior to the Change in Control will be immediately vested upon such Change of Control and such
options will be exercisable for a period of at least 12 months from the date of the Change in
Control.




          (c) Subject to applicable Company policies, you will be reimbursed for necessary and
reasonable business expenses incurred in connection with the performance of your duties hereunder
or for promoting, pursuing or otherwise furthering the business or interests of the Company.




     4. Fringe Benefits. You will be entitled to receive employee benefits and participate
in any employee benefit plans, in accordance with their terms as from time to time amended, that
the Company maintains during your employment and which are made generally available to all other
executive management employees in like positions. This includes medical and dental insurance, life
insurance, disability insurance, supplemental medical insurance and 401(k) plan including all
executive benefits as approved by the Board of Directors’ Compensation Committee. It is agreed
that the Company will pay any necessary COBRA payments on your behalf due to any break in medical
coverage for any reason, including pre-existing conditions.



     5. Reserved.



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     6. Confidential Information.



          (a) As used throughout this Agreement, the term “Confidential Information” means any
information you acquire during employment by the Company (including information you conceive,
discover or develop) which is not readily available to the general public and which relates to the
business, including research and development projects, of the Company, its subsidiaries or its
affiliated companies.




          (b) Confidential Information includes, without limitation, information of a technical
nature (such as trade secrets, inventions, discoveries, product requirements, designs, software
codes and manufacturing methods), matters of a business nature (such as customer lists, the
identities of customer contacts, information about customer requirements and preferences, the terms
of the Company’s contracts with its customers and suppliers, and the Company’s costs and prices),
personnel information (such as the identities, duties, customer contacts, and skills of the
Company’s employees) and other financial information relating to the Company and its customers
(including credit terms, methods of conducting business, computer systems, computer software,
personnel data, and strategic marketing, sales or other business plans). Confidential Information
may or may not be patentable.




          (c) Confidential Information does not include information which you learned prior to
employment with the Company from sources other than the Company, information you develop after
employment from sources other than the Company’s Confidential Information or information which is
readily available to persons with equivalent skills, training and experience in the same fields or
fields of endeavor as you. You must presume that all information that is disclosed or made
accessible to you during employment by the Company is Confidential Information if you have a
reasonable basis to believe the information is Confidential Information or if you have notice that
the Company treats the information as Confidential Information.




          (d) Except in conducting the Company’s business, you shall not at any time, either during or
following your employment with the Company, make use of, or disclose to any other person or entity,
any Confidential Information unless (i) the specific information becomes public from a source other
than you or another person or entity that owes a duty of confidentiality to the Company and
(ii) twelve months have passed since the specific information became public. However, you may
discuss Confidential Information with employees of the Company when necessary to perform your
duties to the Company. Notwithstanding the foregoing, if you are ordered by a court of competent
jurisdiction to disclose Confidential Information, you will officially advise the Court that you
are under a duty of confidentiality to the Company hereunder, take reasonable steps to delay
disclosure until the Company may be heard by the Court, give the Company prompt notice of such
Court order, and if ordered to disclose such Confidential Information you shall seek to do so under
seal or in camera or in such other manner as reasonably designed to restrict the public disclosure
and maintain the maximum confidentiality of such Confidential Information.




          (e) Upon Employment Separation, you shall deliver to the Company all originals, copies, notes,
documents, computer data bases, disks, and CDs, or records of any kind that reflect or relate to
any Confidential Information. As used herein, the term “notes” means
written or printed words, symbols, pictures, numbers or formulae. As used throughout this

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Agreement, the term “Employment Separation” means the separation from and/or termination of your
employment with the Company, regardless of the time, manner or cause of such separation or
termination.




     7. Inventions.



          (a) As used throughout this Agreement, the term “Inventions” means any inventions,
improvements, designs, plans, discoveries or innovations of a technical or business nature, whether
patentable or not, relating in any way to the Company’s business or contemplated business if the
Invention is conceived or reduced to practice by you during your employment by the Company.
Inventions includes all data, records, physical embodiments and intellectual property pertaining
thereto. Inventions reduced to practice within one year following Employment Separation shall be
presumed to have been conceived during employment.




          (b) Inventions are the Company’s exclusive property and shall be promptly disclosed and
assigned to the Company without additional compensation of any kind. If requested by the Company,
you, your heirs, your executors, your administrators or legal representative will provide any
information, documents, testimony or other assistance needed for the Company to acquire, maintain,
perfect or exercise any form of legal protection that the Company desires in connection with an
Invention.




          (c) Upon Employment Separation, you shall deliver to the Company all copies of and all notes
with respect to all documents or records of any kind that relate to any Inventions.




     8. Noncompetition and Nonsolicitation.



          (a) By entering into this Agreement, you acknowledge that 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’s business, that the
disclosure of the Confidential Information to any of the Company’s competitors would cause
substantial and irreparable injury to the Company’s business, and that any customers of the Company
developed by you or others during your employment are developed on behalf of the Company. You
further acknowledge that you have been provided with access to Confidential Information, including
Confidential Information concerning the Company’s major customers, and its technical, marketing and
business plans, disclosure or misuse of which would irreparably injure the Company.




          (b) In exchange for the consideration specified in Section 1 of 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 Employment Separation, you shall not, directly or
indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent
contractor, or otherwise:





          (i) Attempt to recruit or hire, interfere with or harm, or attempt to interfere with or
harm, the relationship of the Company, its subsidiaries or affiliates, with
any person who is an employee, customer or supplier of the Company, it subsidiaries or
affiliates;



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          (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 a violation of this
Agreement.



     9. Termination of Employment.



          (a) Termination Upon Death or Disability. Your employment will terminate automatically upon
your death. The Company will be entitled to terminate your employment because of your disability
upon 30 days written notice. “Disability” will mean “total disability” as defined in the Company’s
long term disability plan or any successor thereto. In the event of a termination under this
Section 9(a), the Company will pay you only the earned but unpaid portion of your Basic Salary
through the termination date.




          (b) Termination by Company for Cause. An Employment Separation for Cause will occur upon a
determination by the Company that “Cause” exists for your termination and the Company serves you
written notice of such termination. As used in this Agreement, the term “Cause” shall refer only
to any one or more of the following grounds:





          (i) Commission of an act of dishonesty involving the Company, its business or property,
including, but not limited to, misappropriation of funds or any property of the Company;




          (ii) Engagement in activities or conduct clearly injurious to the best interests or
reputation of the Company;




          (iii) Willful and continued failure substantially to perform your duties under this
Agreement (other than as a result of physical or mental illness or injury), after the Board
of Directors of the Company delivers to you a written demand for substantial performance
that specifically identifies the manner in which the Board believes that you have not
substantially performed your duties;




          (iv) Illegal conduct or gross misconduct that is willful and results in material and
demonstrable damage to the business or reputation of the Company;



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          (v) The clear violation of any of the material terms and conditions of this Agreement
or any other written agreement or agreements you may from time to time have with the
Company;




          (vi) The clear violation of the Company’s code of business conduct or the clear
violation of any other rules of behavior as may be provided in any employee handbook which
would be grounds for dismissal of any employee of the Company; or




          (vii) Commission of a crime which is a felony, a misdemeanor involving an act of moral
turpitude, or a misdemeanor committed in connection with your employment by the Company
which causes the Company a substantial detriment.



          No act or failure to act shall be considered “willful” unless it is done, or omitted to be
done, by you in bad faith or without reasonable belief that your action or omission was in the best
interests of the Company. Any act or failure to act that is based upon authority given pursuant to
a resolution duly adopted by the Board of Directors, or the advice of counsel for the Company,
shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the
best interests of the Company.




          In the event of a termination under this Section 9(b), the Company will pay you only the
earned but unpaid portion of your Basic Salary through the termination date.




          Following a termination for Cause by the Company, if you desire to contest such determination,
your sole remedy will be to submit the Company’s determination of Cause to arbitration in Columbus,
Ohio before a single arbitrator under the commercial arbitration rules of the American Arbitration
Association. If the arbitrator determines that the termination was other than for Cause, the
Company’s sole liability to you will be the amount that would be payable to you under Section 9(d)
of this Agreement for a termination of your employment by the Company without Cause. Each party
will bear his or its own expenses of the arbitration.




          (c) Termination by You. In the event of an Employment Separation as a result of a termination
by you for any reason, you must provide the Company with at least 14 days advance written notice
(“Notice of Termination”) and continue working for the Company during the 14-day notice period, but
only if the Company so desires to continue your employment and to compensate you during such
period.




          In the event of such termination under this Section, the Company will pay you the earned but
unpaid portion of your Basic Salary through the termination date.




          (d) Termination by Company Without Cause. In the event of an Employment Separation as a
result of termination by the Company without Cause, the Company will pay you the earned but unpaid
portion of your Basic Salary through the termination date and will continue to pay you your Basic
Salary for an additional twelve (12) months (the “Severance Period”); provided, however, any such
payments will immediately end if (i) you are in violation of any of your
obligations under this Agreement, including Sections 6, 7 and/or 8; or (ii) the Company, after
your

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termination, learns of any facts about your job performance or conduct that would have given
the Company Cause, as defined in Section 9(b), to terminate your employment.




          (e) Termination Following Change of Control. If a “Change in Control”, as defined in Section
9(e)(v), shall have occurred and within 13 months following such Change in Control the Company
terminates your employment other than for Cause, as defined in Section 9(b), or you terminate your
employment for Good Reason, as that term is defined in Section 9(e)(vii), then you shall be
entitled to the benefits described below:





     (i) You shall be entitled to the unpaid portion of your Basic Salary plus
credit for any vacation accrued but not taken and the amount of any earned but unpaid
portion of any bonus, incentive compensation, or any other Fringe Benefit to which
you are entitled under this Agreement through the date of the termination as a result
of a Change in Control (the “Unpaid Earned Compensation”), plus 1.0 times your
“Current Annual Compensation” as defined in this Section 9(e)(i) (the “Salary
Termination Benefit”). “Current Annual Compensation” shall mean the total of your
Basic Salary in effect at the Termination Date, plus the average annual performance
bonus actually received by you over the last three years fiscal years (or if you have
been employed for a shorter period of time over such period during which you
performed services for the Company) plus any medical, financial and insurance
coverage provided presently under your current annual compensation plan, and shall
not include the value of any stock options granted or exercised, restricted stock
awards granted or vested, contributions to 401(k) or other qualified plans.”




     (ii) Immediate vesting of all outstanding stock options and restricted stock
awards issued to you, and thereafter shall be exercisable for a period of at least 12
months after the Termination Date.




     (iii) The Company shall maintain for your benefit (or at your election make
COBRA payments for your benefit), until the earlier of (A) 12 months after
termination of employment following a Change in Control, or (B) your commencement of
full-time employment with a new employer with comparable benefits, all life
insurance, medical, health and accident, and disability plans or programs, such plans
or programs to be maintained at the then current standards of the Company, in which
you shall have been entitled to participate prior to termination of employment
following a Change in Control, provided your continued participation is permitted
under the general terms of such plans and programs after the Change in Control
(“Fringe Termination Benefit”); (collectively the Salary Termination Benefit and the
Fringe Termination Benefit are referred to as the “Termination Benefits”).




     (iv) The Unpaid Earned Compensation shall be paid to you within 15 days after
termination of employment, one-half of the Salary Termination Benefit shall be
payable to you as severance pay in a lump sum payment within 30 days after
termination of employment, and one-half of the Salary Termination Benefit shall be
payable to you as severance pay in equal monthly payments commencing 30 days
after termination of employment and ending on the date that is the earlier of
two and



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one-half months after the end of the Company’s fiscal year in which
termination occurred or your death; provided, however, the Company may immediately
discontinue the payment of the Termination Benefits if (i) you are in violation of
any of your obligations under this Agreement, including in Sections 6, 7 and/or 8;
and/or (ii) the Company, after your termination, learns of any facts about your job
performance or conduct that would have given the Company Cause as defined in Section
9(b) to terminate your employment. You shall have no duty to mitigate your damages
by seeking other employment, and the Company shall not be entitled to set off against
amounts payable hereunder any compensation which you may receive from future
employment. To the extent necessary, the parties hereto agree to negotiate in good
faith should any amendment to this Agreement required in order to comply with Section
409A of the Code, provided, however, no amendment shall be effected after the
occurrence of a Change in Control.




     (v) A “Change in Control” shall be deemed to have occurred if and when, after
the date hereof, (i) any “person” (as that term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date
hereof), including any “group” as such term is used in Section 13(d)(3) of the
Exchange Act on the date hereof, shall acquire (or disclose the previous acquisition
of) beneficial ownership (as that term is defined in Section 13(d) of the Exchange
Act and the rules thereunder on the date hereof) of shares of the outstanding stock
of any class or classes of the Company which results in such person or group
possessing more than 50% of the total voting power of the Company’s outstanding
voting securities ordinarily having the right to vote for the election of directors
of the Company; or (ii) as the result of, or in connection with, any tender or
exchange offer, merger or other business combination, or contested election, or any
combination of the foregoing transactions (a
“Transaction”), the owners of the voting shares of the Company outstanding immediately prior to such Transaction own less than
a majority of the voting shares of the Company after the Transaction; or (iii) during
any period of two consecutive years during the term of this Agreement, individuals
who at the beginning of such period constitute the Board of Directors of the Company
(or who take office following the approval of a majority of the directors then in
office who were directors at the beginning of the period) cease for any reason to
constitute at least one-half thereof, unless the election of each director who was
not a director at the beginning of such period has been approved in advance by
directors of the Company representing at least one-half of the directors then in
office who were directors at the beginning of the period; or (iv) the sale, exchange,
transfer, or other disposition of all or substantially all of the assets of the
Company (a “Sale Transaction”) shall have occurred.




     (vi) Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment or distribution involving a “Change in Control”
of the Company, by the Company or any other person or entity, to or for the benefit
of the Executive (whether paid or payable or distributed or distributable pursuant to
the terms of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 3) (a “Payment”) would be
subject to the excise tax imposed by Section 4999 of the Code (or any successor



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provision) or any interest or penalties are incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the “Excise Tax”), then the Executive shall
be entitled to receive an additional payment (a “Gross-Up Payment”) from the Company
in an amount such that, after payment by the Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income and/or payroll taxes (and any interest and penalties imposed
with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Payments.




     (vii) As used in this Agreement, the term “Good Reason” means, without your
written consent:




     (A) a material change in your status, position or responsibilities
which, in your reasonable judgment, does not represent a promotion from your
existing status, position or responsibilities as in effect immediately prior
to the Change in Control; the assignment of any duties or responsibilities or
the removal or termination of duties or responsibilities (except in
connection with the termination of employment for total and permanent
disability, death, or Cause, or by you other than for Good Reason), which, in
your reasonable judgment, are materially inconsistent with such status,
position or responsibilities;




     (B) a reduction by the Company in your Basic Salary as in effect on the
date hereof or as the same may be increased from time to time during the term
of this Agreement or the Company’s failure to increase (within twelve months
of your last increase in Basic Salary) your Basic Salary after a Change in
Control in an amount which at least equals, on a percentage basis, the
average percentage increase in Basic Salary for all executive and senior
officers of the Company, in like positions, which were effected in the
preceding twelve months;




     (C) the relocation of the Company’s principal executive offices to a
location outside the greater Columbus metropolitan area or the relocation of
you by the Company to any place other than the location at which you
performed duties prior to a Change in Control, except for required travel on
the Company’s business to an extent consistent with business travel
obligations at the time of a Change in Control;




     (D) the failure of the Company to continue in effect, or continue or
materially reduce your participation in, any incentive, bonus or other
compensation plan in which you participate, including but not limited to the
Company’s stock option plans, unless an equitable arrangement (embodied in an
ongoing substitute or alternative plan), has been made or offered with
respect to such plan in connection with the Change in Control;



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     (E) the failure by the Company to continue to provide you with benefits
substantially similar to those enjoyed or to which you are entitled under any
of the Company’s deferred compensation, pension, profit sharing, life
insurance, medical, dental, health and accident, or disability plans at the
time of a Change in Control, the taking of any action by the Company which
would directly or indirectly materially reduce any of such benefits or
deprive you of any material fringe benefit enjoyed or to which you are
entitled at the time of the Change in Control, or the failure by the Company
to provide the number of paid vacation and sick leave days to which you are
entitled on the basis of years of service with the Company in accordance with
the Company’s normal vacation policy in effect on the date hereof;




     (F) the failure of the Company to obtain a satisfactory agreement from
any successor or assign of the Company to assume and agree to perform this
Agreement;




     (G) any request by the Company that you participate in an unlawful act
or take any action constituting a breach of your professional standard of
conduct; or




     (H) any breach of this Agreement on the part of the Company.




Notwithstanding anything in this Section to the contrary, your right to
terminate your employment pursuant to this Section shall not be affected by
incapacity due to physical or mental illness.




     (viii) Upon any termination or expiration of this Agreement or any cessation of
your employment hereunder, the Company shall have no further obligations under this
Agreement and no further payments shall be payable by the Company to you, except as
provided in Section 9 above and except as required under any benefit plans or
arrangements maintained by the Company and applicable to you at the time of such
termination, expiration or cessation of your employment.




     (ix) Enforcement of Agreement. The Company is aware that upon the occurrence
of a Change in Control, the Board of Directors or a shareholder of the Company may
then cause or attempt to cause the Company to refuse to comply with its obligations
under this Agreement, or may cause or attempt to cause the Company to institute, or
may institute litigation seeking to have this Agreement declared unenforceable, or
may take or attempt to take other action to deny you the benefits intended under this
Agreement. In these circumstances, the purpose of this Agreement could be
frustrated. Accordingly, if following a Change in Control it should appear to you
that the Company has failed to comply with any of its obligations under Section 9 of
this Agreement or in the event that the Company or any other person takes any action
to declare Section 9 of this Agreement void or enforceable, or institutes any
litigation or other legal action designed to deny, diminish or to recover from you
the benefits entitled to be provided to you under
Section 9, and that you have complied with all your obligations under this



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Agreement, the Company authorizes you to retain counsel of your choice, at the
expense of the Company as provided in this Section 9(e)(ix), to represent you in
connection with the initiation or defense of any pre-suit settlement negotiations,
litigation or other legal action, whether such action is by or against the Company or
any Director, officer, shareholder, or other person affiliated with the Company, in
any jurisdiction. Notwithstanding any existing or prior attorney-client relationship
between the Company and such counsel, the Company consents to you entering into an
attorney-client relationship with such counsel, and in that connection the Company
and you agree that a confidential relationship shall exist between you and such
counsel, except with respect to any fee and expense invoices generated by such
counsel. The reasonable fees and expenses of counsel selected by you as hereinabove
provided shall be paid or reimbursed to you by the Company on a regular, periodic
basis upon presentation by you of a statement or statements prepared by such counsel
in accordance with its customary practices, up to a maximum aggregate amount of
$50,000. Any legal expenses incurred by the Company by reason of any dispute between
the parties as to enforceability of Section 9 or the terms contained in Section 9(f),
notwithstanding the outcome of any such dispute, shall be the sole responsibility of
the Company, and the Company shall not take any action to seek reimbursement from you
for such expenses.



          (f) The noncompetition periods described in Section 8 of this Agreement shall be suspended
while you engage in any activities in breach of this Agreement. In the event that a court grants
injunctive relief to the Company for your failure to comply with Section 8, the noncompetition
period shall begin again on the date such injunctive relief is granted.




          (g) Nothing contained in this Section 9 shall be construed as limiting your obligations under
Sections 6, 7, or 8 of this Agreement concerning Confidential Information, Inventions, or
Noncompetition and Nonsolicitation.




     10. Remedies; Venue; Process.



          (a) You hereby acknowledge and agree that the Confidential Information disclosed to you prior
to and during the term of this Agreement is of a special, unique and extraordinary character, and
that any breach of this Agreement will cause the Company irreparable injury and damage, and
consequently the Company shall be entitled, in addition to all other legal and equitable remedies
available to it, to injunctive and any other equitable relief to prevent or cease a breach of
Sections 6, 7, or 8 of this Agreement without further proof of harm and entitlement; that the terms
of this Agreement, if enforced by the Company, will not unduly impair your ability to earn a living
or pursue your vocation; and further, that the Company may cease paying any compensation and
benefits under Section 9 if you fail to comply with this Agreement, without restricting the Company
from other legal and equitable remedies. The parties agree that the prevailing party in litigation
concerning a breach of this Agreement shall be entitled to all costs and expenses (including
reasonable legal fees and expenses) which it incurs in successfully enforcing this Agreement and in
prosecuting or defending any litigation (including appellate proceedings) concerning a breach of
this Agreement.




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          (b) Except for actions brought under Section 9(b) of this Agreement, the parties agree that
jurisdiction and venue in any action brought pursuant to this Agreement to enforce its terms or
otherwise with respect to the relationships between the parties shall properly lie in either the
United States District Court for the Southern District of Ohio, Eastern Division, Columbus, Ohio,
or the Court of Common Pleas of Franklin County, Ohio. Such jurisdiction and venue is exclusive,
except that the Company may bring suit in any jurisdiction and venue where jurisdiction and venue
would otherwise be proper if you may have breached Sections 6, 7, or 8 of this Agreement. The
parties further agree that the mailing by certified or registered mail, return receipt requested,
of any process required by any such court shall constitute valid and lawful service of process
against them, without the necessity for service by any other means provided by statute or rule of
court.




     11. Exit Interview. Prior to Employment Separation, you shall attend an exit
interview if desired by the Company and shall, in any event, inform the Company at the earliest
possible time of the identity of your future employer and of the nature of your future employment.



     12. No Waiver. Any failure by the Company to enforce any provision of this Agreement
shall not in any way affect the Company’s right to enforce such provision or any other provision at
a later time.



     13. Saving. If any provision of this Agreement is later found to be completely or
partially unenforceable, the remaining part of that provision of any other provision of this
Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if
any provision is for any reason held to be unreasonably broad as to time, duration, geographical
scope, activity or subject, such provision shall be interpreted and enforced by limiting and
reducing it to preserve enforceability to the maximum extent permitted by law.



     14. No Limitation. You acknowledge that your employment by the Company may be
terminated at any time by the Company or by you with or without cause in accordance with the terms
of this Agreement. This Agreement is in addition to and not in place of other obligations of
trust, confidence and ethical duty imposed on you by law.



     15. Governing Law. This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Ohio without reference to its choice of law rules.



     16. Final Agreement. This Agreement replaces any existing agreement between you and
the Company relating to the same subject matter and may be modified only by an agreement in writing
signed by both you and a duly authorized representative of the Company.



     17. Further Acknowledgments. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED A COPY OF THIS
AGREEMENT, THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT
AFFECTS YOUR RIGHTS, AND THAT YOU HAVE ENTERED INTO THIS AGREEMENT VOLUNTARILY.



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	 	Commercial Vehicle Group, Inc.

 	 
	 	By:  	/s/ James F. Williams
 	 
	 	Name:  	James F. Williams 	 
	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	/s/ Kevin R. L. Frailey
 	 
	 	Kevin R. L. Frailey 	 
	 	Executive Vice President of Business Development 	 
	 




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