EX-10.16



 Exhibit 10.16 
 COMMERCIAL VEHICLE GROUP, INC. 
 FOURTH AMENDED AND RESTATED EQUITY
INCENTIVE PLAN 
 CASH PERFORMANCE AWARD 
                                  
    (the “Grantee”) is granted, effective as of November 28, 2012, a cash performance award in an amount to be determined in accordance with Sections 1 and 2 hereof (the “Award”) pursuant to
Section 12 of the Fourth Amended and Restated Equity Incentive Plan (the “Plan”) of Commercial Vehicle Group, Inc. (the “Company”). The Award is subject to the terms and conditions set forth below and in the
Plan, which is incorporated by reference in, and made a part of, this Cash Performance Award Agreement (this “Agreement”). To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the
Plan shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan. 
  

	1.	Grant of Award: 

  

	 	(a)	Award. 

  

	 	(i)	Subject to the provisions of this Section 1 and Section 2 hereof, the Award hereunder shall become earned and payable based upon the Company’s relative
“Total Shareholder Return” in terms of ranking as compared to the “Peer Group” over the period beginning on October 1, 2012 and ending on September 30, 2015 (the “Performance Period”) in accordance with
the schedule below. For purposes of the comparison to the Peer Group, if a company in the Peer Group ceases to be traded on a “national securities exchange,” which for purposes hereof is a securities exchange that has been registered with
the U.S. Securities and Exchange Commission pursuant to Section 6 of the Exchange Act before the end of the Performance Period, then the Committee shall make any adjustments to the Peer Group and the quartiles as the Committee deems fair and
appropriate, and the Committee shall give effect to such adjustments in its calculation of Total Shareholder Return over the Performance Period, in any manner that the Committee deems fair and appropriate. The Committee shall communicate the
adjusted Peer Group and the methodology for calculating Total Shareholder Return to the Grantee within thirty (30) days following the date that such adjustments are made. 


 

			
	 Total Shareholder Return Ranking over Performance Period
	  	Payout Level
	 Top Quartile (rank 1-3 of 14) (Maximum)
	  	$[•]
	 Second Quartile (rank 4-7 of 14) (Target)
	  	$[•]
	 Third Quartile (rank 8-11 of 14) (Threshold)
	  	$[•]
	 Bottom Quartile (rank 12-14 of 14)
	  	$0


 No amount shall become earned and payable if the Company’s actual Total Shareholder Return
for the Performance Period is in the bottom quartile set forth in the schedule above. The maximum amount that may become earned and payable pursuant to the Award hereunder shall not exceed the amount set forth above corresponding to the Maximum
level of performance. 
  

	 	(ii)	For purposes hereof, the term “Peer Group” shall mean a group of thirteen (13) companies traded on a “national securities exchange” as
selected by the Committee in consultation with the Company’s executive management and communicated to the Grantee within thirty (30) days following the date first above written, as the same may be adjusted pursuant to paragraph 1(a)(i)
above. 









	 	(iii)	For purposes hereof, the term “Total Shareholder Return” shall mean the percentage change in value (positive or negative) over the applicable
measurement period as measured by dividing (A) the sum of (I) the cumulative value of dividends and other distributions paid on the Common Stock (or the publicly traded common stock of the applicable Peer Group company) for the applicable
measurement period, assuming the dividends are reinvested in such company’s common stock effective as of the distribution “ex-dividend” date based on the closing price for such company, and (II) the difference (positive or negative)
between each such company’s “Starting Stock Price” and “Ending Stock Price,” by (B) the Starting Stock Price. The “Starting Stock Price” for the Common Stock (or the publicly traded common stock of the
applicable Peer Group company) shall be the average of the closing prices for each trading day within the twenty (20) trading days ending on the trading day before the first day of the applicable measurement period. The “Ending Stock
Price” for the Common Stock (or the publicly traded common stock of the applicable Peer Group company) shall be the average of the closing prices for each trading day within the twenty (20) trading days ending on the last trading day
of the applicable measurement period. 

  

	 	(b)	Conditions to Payment. Payment of the Award hereunder shall be conditioned upon the Grantee’s continued employment or other service (including Board
service) with the Company or its Subsidiaries through the end of the Performance Period (except as otherwise provided in Section 2 hereof). The Award hereunder is not intended to qualify as “performance-based compensation” within the
meaning of Section 162(m) of the Code. 

  

	 	(c)	Time and Form of Payment of Cash Performance Awards. To the extent that the Award hereunder becomes earned in accordance with the terms and conditions of this
Agreement, the Award shall be paid to the Grantee in cash within two and one-half months following the date on which the Award becomes earned hereunder. In no event whatsoever shall the Grantee have the ability to elect to defer payment of any
portion of the Award. 

  

	 	(d)	Committee Authority. The Committee shall in good faith make all determinations necessary or appropriate to determine whether the performance conditions hereunder
have been satisfied. The Committee’s determinations shall be final, binding and conclusive upon all parties, absent manifest error or bad faith. 

  

	 	(e)	Adjustments. In the event of an exchange, tender offer, merger, consolidation, recapitalization, split, combination or otherwise, the Committee shall make
appropriate adjustments to the applicable Total Shareholder Return performance metrics to the extent necessary to reflect such event and preserve the intended economic benefits hereunder. The Committee’s adjustment shall be made in accordance
with the provisions of the Plan and shall be effective and final, binding and conclusive for all purposes of the Plan and this Agreement, absent manifest error or bad faith. 


 

	 	(f)	Forfeiture of Unearned Award. Any portion of the Award hereunder that does not become earned in accordance with the provisions of this Agreement shall be
automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. 


 

	2.	Termination: 

  

	 	(a)	 General. Except as provided in Section 2(b) hereof, or unless otherwise determined by the Committee in its sole discretion, in the event of
the Grantee’s termination of employment or other service with the Company and its Subsidiaries for any reason prior to the expiration of the Performance Period, the Award hereunder shall be automatically forfeited and cancelled as of




  
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the date of such termination without any consideration being paid therefor and otherwise without any further action of the Company whatsoever. In the event of the Grantee’s termination of
employment or other service with the Company and its Subsidiaries for any reason on or following expiration of the Performance Period, the Grantee shall retain the right to receive payment of the Award hereunder in accordance with the provisions of
Section 1 hereof, provided that upon a termination for Cause at any time prior to payment of the Award hereunder, the Award shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and
otherwise without any further action of the Company whatsoever. 

  

	 	(b)	Certain Terminations On or Following a Change in Control. Notwithstanding any other provision herein to the contrary, in the event of a Change in Control prior
to the expiration of the Performance Period, the Award shall be earned and paid based on the Total Shareholder Return calculated through the end of the most recently completed fiscal quarter prior to the Change in Control, subject to any terms and
conditions set forth in the Plan and/or imposed by the Committee. 

  

	3.	No Assignments: This Agreement is personal to each of the Company and the Grantee. Neither the Company nor the Grantee may assign, transfer or delegate
any right or obligation hereunder without first obtaining the written consent of the other. 

  

	4.	Withholding Taxes: The Company may withhold from any and all amounts payable to the Grantee hereunder such federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation. 

  

	5.	Governing Law: This Agreement shall be governed by, and construed under and in accordance with, the internal laws of the State of Delaware, without
reference to rules relating to conflicts of laws. 

  

	6.	Other Benefits: The Award is an incentive award and shall not be taken into account in computing the amount of salary or compensation for purposes of
determining any bonus, incentive, pension, retirement, death or other benefit under any other bonus, incentive pension, retirement, insurance or other employee benefit plan of the Company, unless such plan or agreement expressly provides otherwise.


  

	7.	No Right to Continued Employment or Service: Nothing in this Agreement shall confer upon the Grantee any right to continued employment or other service
with the Company or its Subsidiaries, or to interfere in any way with the right of the Company or its Subsidiaries to terminate the Grantee’s employment or other service at any time and for any reason (or no reason). 


 

	8.	Unfunded Benefit: The Award shall not be deemed to create a trust or other funded arrangement. The Grantee’s rights with respect to the Award shall
be those of a general unsecured creditor of the Company, and under no circumstances shall the Grantee have any other interest in any asset of the Company by virtue of the grant of the Award. Notwithstanding the foregoing, the Company shall have the
right (but not the obligation) to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to discharge its obligations with respect to the Award. 


 

	9.	Code Section 409A Compliance: Although the Company makes no guarantee with respect to the tax treatment of payment of the Award hereunder and shall
not be responsible in any event with regard to non-compliance with Section 409A of the Code and the treasury regulations and other official guidance promulgated thereunder, this Agreement is intended to either comply with, or be exempt from,
the requirements of Section 409A of the Code. To the extent that this Agreement is not exempt from the requirements of Section 409A of the Code, this Agreement is intended to comply with the requirements of Section 409A of the Code
and shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company be liable for any additional tax, interest, income inclusion or other penalty that may be imposed on the Grantee by
Section 409A of the Code or for damages for failing to comply with Section 409A of the Code. 


  
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	10.	Entire Agreement: This Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment
provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. This Agreement may be amended or modified only by a written instrument executed by
the Company and the Grantee. 

  

	11.	Recoupment: The Grantee’s rights with respect to the Award hereunder shall in all events be subject to (i) any right that the Company may have
under any Company recoupment policy or other agreement or arrangement with the Grantee, and (ii) any right or obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the
Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission. 


 

			
	COMMERCIAL VEHICLE GROUP, INC.
		
	By:	 	 
		
	Name:	 	 
		
	Title:	 	 


  

	
	ACKNOWLEDGED AND AGREED:
	
	  
	(Name of Grantee)


  
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