EX-10.40







Exhibit 10.40




Commercial Vehicle Group, Inc.

Deferred Compensation Plan

Master Plan Document




Commercial Vehicle Group, Inc.

Deferred Compensation Plan

Master Plan Document




AMENDED AND RESTATED




Effective as of November 5, 2008




 









 





Commercial Vehicle Group, Inc.

Deferred Compensation Plan

Master Plan Document



TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	Article I Definitions
	 	 	1	 
	 
	 	 	 	 
	Article II Selection, Enrollment, Eligibility
	 	 	9	 
	2.1 Selection by Committee
	 	 	9	 
	2.2 Enrollment and Eligibility Requirements; Commencement of Participation
	 	 	9	 
	 
	 	 	 	 
	Article III Deferral Commitments/Company Contribution Amounts/ Company Restoration Matching Amounts/
Vesting/Crediting/Taxes
	 	 	10	 
	3.1 Minimum and Maximum Deferral
	 	 	10	 
	3.2 Timing of Deferral Elections; Effect of Election Form
	 	 	10	 
	3.3 Withholding and Crediting of Annual Deferral Amounts
	 	 	12	 
	3.4 Company Contribution Amount
	 	 	12	 
	3.5 Company Restoration Matching Amount
	 	 	13	 
	3.6 Vesting
	 	 	13	 
	3.7 Crediting/Debiting of Account Balances
	 	 	14	 
	3.8 FICA and Other Taxes
	 	 	15	 
	 
	 	 	 	 
	Article IV Scheduled Distribution; Unforeseeable Emergencies
	 	 	16	 
	4.1 Scheduled Distributions
	 	 	16	 
	4.2 Postponing Scheduled Distributions
	 	 	16	 
	4.3 Precedence of Distributions
	 	 	17	 
	4.4 Unforeseeable Emergencies
	 	 	17	 
	 
	 	 	 	 
	Article V Change in Control Benefit
	 	 	18	 
	5.1 Change in Control Benefit
	 	 	18	 
	5.2 Payment of Change in Control Benefit
	 	 	18	 
	 
	 	 	 	 
	Article VI Retirement Benefit
	 	 	18	 
	6.1 Retirement Benefit
	 	 	18	 
	6.2 Payment of Retirement Benefit
	 	 	18	 
	 
	 	 	 	 
	Article VII Termination Benefit
	 	 	19	 
	7.1 Termination Benefit
	 	 	19	 
	7.2 Payment of Termination Benefit
	 	 	19	 
	 
	 	 	 	 
	Article VIII Disability Benefit
	 	 	20	 
	8.1 Disability Benefit
	 	 	20	 
	8.2 Payment of Disability Benefit
	 	 	20	 






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Commercial Vehicle Group, Inc.

Deferred Compensation Plan

Master Plan Document




	 	 	 	 	 
	 	 	 	Page	 
	Article IX Death Benefit
	 	 	20	 
	9.1 Death Benefit
	 	 	20	 
	9.2 Payment of Death Benefit
	 	 	20	 
	 
	 	 	 	 
	Article X Beneficiary Designation
	 	 	20	 
	10.1 Beneficiary
	 	 	20	 
	10.2 Beneficiary Designation; Change; Spousal Consent
	 	 	20	 
	10.3 Acknowledgment
	 	 	21	 
	10.4 No Beneficiary Designation
	 	 	21	 
	10.5 Doubt as to Beneficiary
	 	 	21	 
	10.6 Discharge of Obligations
	 	 	21	 
	 
	 	 	 	 
	Article XI Leave of Absence
	 	 	21	 
	11.1 Paid Leave of Absence
	 	 	21	 
	11.2 Unpaid Leave of Absence
	 	 	21	 
	 
	 	 	 	 
	Article XII Termination of Plan, Amendment or Modification
	 	 	21	 
	12.1 Termination of Plan
	 	 	21	 
	12.2 Amendment
	 	 	22	 
	12.3 Plan Agreement
	 	 	22	 
	12.4 Effect of Payment
	 	 	22	 
	 
	 	 	 	 
	Article XIII Administration
	 	 	22	 
	13.1 Committee Duties
	 	 	22	 
	13.2 Administration Upon Change In Control
	 	 	23	 
	13.3 Agents
	 	 	23	 
	13.4 Binding Effect of Decisions
	 	 	23	 
	13.5 Indemnity of Committee
	 	 	23	 
	13.6 Employer Information
	 	 	23	 
	 
	 	 	 	 
	Article XIV Other Benefits and Agreements
	 	 	23	 
	14.1 Coordination with Other Benefits
	 	 	23	 
	 
	 	 	 	 
	Article XV Claims Procedures
	 	 	24	 
	15.1 Presentation of Claim
	 	 	24	 
	15.2 Notification of Decision
	 	 	24	 
	15.3 Review of a Denied Claim
	 	 	24	 
	15.4 Decision on Review
	 	 	25	 
	15.5 Legal Action
	 	 	25	 
	 
	 	 	 	 
	Article XVI Trust
	 	 	25	 
	16.1 Establishment of the Trust
	 	 	25	 
	16.2 Interrelationship of the Plan and the Trust
	 	 	26	 
	16.3 Distributions From the Trust
	 	 	26	 






-iii- 









 





Commercial Vehicle Group, Inc.

Deferred Compensation Plan

Master Plan Document




	 	 	 	 	 
	 	 	 	Page	 
	Article XVII Miscellaneous
	 	 	26	 
	17.1 Status of Plan
	 	 	26	 
	17.2 Unsecured General Creditor
	 	 	26	 
	17.3 Employer’s Liability
	 	 	26	 
	17.4 Nonassignability
	 	 	26	 
	17.5 Not a Contract of Employment
	 	 	27	 
	17.6 Furnishing Information
	 	 	27	 
	17.7 Terms
	 	 	27	 
	17.8 Captions
	 	 	27	 
	17.9 Governing Law
	 	 	27	 
	17.10 Notice

	 	 	27	 
	17.11 Successors

	 	 	28	 
	17.12 Spouse’s Interest
	 	 	28	 
	17.13 Validity
	 	 	28	 
	17.14 Incompetent
	 	 	28	 
	17.15 Domestic Relations Orders
	 	 	28	 
	17.16 Distribution in the Event of Income Inclusion Under Code Section 409A
	 	 	28	 
	17.17 Deduction Limitation on Benefit Payments
	 	 	28	 







-iv- 









 








Purpose




     The purpose of this Plan is to provide specified benefits to Directors and a select group of
management or highly compensated Employees who contribute materially to the continued growth,
development and future business success of Commercial Vehicle Group, Inc., a Delaware corporation,
and its subsidiaries and affiliates, if any, that sponsor this Plan. This Plan shall be unfunded
for tax purposes and for purposes of Title I of ERISA.



     This Plan initially was effective July 1, 2006. This Plan is intended to comply with all
applicable law, including Code Section 409A and related Treasury guidance and Regulations, and
shall be operated and interpreted in accordance with this intention. Accordingly, this Plan is
hereby amended and restated retroactive to that date. In order to transition to the requirements
of Code Section 409A and related Treasury Regulations, the Committee may make available to
Participants certain transition relief with respect to revised payment elections provided under
Notice 2007-86, as described more fully in Appendix A of this Plan.



Article I

Definitions




     For purposes of this Plan, unless otherwise clearly apparent from the context, the following
phrases or terms shall have the following indicated meanings:




	 	1.1	 	“Account Balance” shall mean, with respect to a Participant, an entry on the
records of the Employer equal to the sum of the Participant’s Annual Accounts. The
Account Balance shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this Plan.





     If a Participant is both an Employee and a Director and participates in the Plan in each
capacity, then separate Account Balances (and separate Annual Accounts, if applicable) shall be
established for such Participant as a device for the measurement and determination of the (a)
amounts deferred under the Plan that are attributable to the Participant’s status as an Employee,
and (b) amounts deferred under the Plan that are attributable to the Participant’s status as a
Director.




	 	1.2	 	“Annual Account” shall mean, with respect to a Participant, an entry on the
records of the Employer equal to (a) the sum of the Participant’s Annual Deferral
Amount, Company Contribution Amount and Company Restoration Matching Amount for any one
Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan,
less (c) all distributions made to the Participant or his or her Beneficiary pursuant
to this Plan that relate to the Annual Account for such Plan Year. The Annual Account
shall be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.




1









 












	 	1.3	 	“Annual Deferral Amount” shall mean that portion of a Participant’s Base
Salary, Bonus, Director Fees and LTIP Amounts that a Participant defers in accordance
with Article 3 for any one Plan Year, without regard to whether such amounts are
withheld and credited during such Plan Year.
	 
	 	1.4	 	“Annual Installment Method” shall mean the method used to determine the amount
of each payment due to a Participant who has elected to receive a benefit over a period
of years in accordance with the applicable provisions of the Plan. The amount of each
annual payment due to the Participant shall be calculated by multiplying the balance of
the Participant’s benefit by a fraction, the numerator of which is one and the
denominator of which is the remaining number of annual payments due to the Participant.
By way of example, if the Participant elects a 10-year Annual Installment Method for
the Retirement Benefit, the first payment shall be 1/10 of the vested Account Balance,
calculated as described in this definition. The following year, the payment shall be
1/9 of the vested Account Balance, calculated as described in this definition. The
amount of the first annual payment shall be calculated as of the close of business on
or around the Participant’s Benefit Determination Date, and the amount of each
subsequent annual payment shall be calculated on or around each anniversary of such
Benefit Determination Date. For purposes of this Plan, the right to receive a benefit
payment in annual installments shall be treated as the entitlement to a series of
separate individual payments rather than as entitlement to a single payment.
	 
	 	1.5	 	“Base Salary” shall mean the annual cash compensation relating to services
performed during any calendar year, excluding distributions from nonqualified deferred
compensation plans, bonuses, commissions, overtime, fringe benefits, stock options,
relocation expenses, incentive payments, non-monetary awards, director fees and other
fees, and automobile and other allowances paid to a Participant for employment services
rendered (whether or not such allowances are included in the Employee’s gross income).
Base Salary shall be calculated before reduction for compensation voluntarily deferred
or contributed by the Participant pursuant to all qualified or nonqualified plans of
any Employer and shall be calculated to include amounts not otherwise included in the
Participant’s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b)
pursuant to plans established by any Employer; provided, however, that all such amounts
will be included in compensation only to the extent that had there been no such plan,
the amount would have been payable in cash to the Employee.
	 
	 	1.6	 	“Beneficiary” shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 10, that are entitled to receive
benefits under this Plan upon the death of a Participant.
	 
	 	1.7	 	“Beneficiary Designation Form” shall mean the form established from time to
time by the Committee that a Participant completes, signs and returns to the Committee
to designate one or more Beneficiaries.




2









 






	 	1.8	 	“Benefit Determination Date” shall mean the date upon which all or an
objectively determinable portion of a Participant’s vested benefits will become
eligible for distribution, as provided.
	 
	 	1.9	 	“Board” shall mean the board of directors of the Company.
	 
	 	1.10	 	“Bonus” shall mean any compensation, in addition to Base Salary, and LTIP
Amounts, earned by a Participant under any Employer’s annual bonus and other cash
incentive plans or other arrangements designated by the Committee as further specified
on any Election Form.
	 
	 	1.11	 	“Change in Control” shall mean the occurrence of a “change in the ownership,” a
“change in the effective control” or a “change in the ownership of a substantial
portion of the assets” of the corporation, as determined in accordance with this
Section, and interpreted in accordance with Code Section 409A.





     In order for an event described below to constitute a Change in Control with respect to a
Participant, except as otherwise provided in part (b)(ii) of this Section, the applicable event
must relate to the corporation for which the Participant is providing services, the corporation
that is liable for payment of the Participant’s Account Balance (or all corporations liable for
payment if more than one), as identified by the Committee in accordance with Treas. Reg.
§1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee in accordance with
Treas. Reg. §1.409A-3(i)(5)(ii)(A)(3).



     In determining whether an event shall be considered a “change in the ownership,” a “change in
the effective control” or a “change in the ownership of a substantial portion of the assets” of a
corporation, the following provisions shall apply:



          (a) A “change in the ownership” of the applicable corporation shall occur on the date on which
any one person, or more than one person acting as a group, acquires ownership of stock of such
corporation that, together with stock held by such person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of such corporation, as determined
in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is considered either to
own more than 50% of the total fair market value or total voting power of the stock of such
corporation, or to have effective control of such corporation within the meaning of part (b) of
this Section, and such person or group acquires additional stock of such corporation, the
acquisition of additional stock by such person or group shall not be considered to cause a “change
in the ownership” of such corporation.



          (b) A “change in the effective control” of the applicable corporation shall occur on either of
the following dates:



               (i) The date on which any one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent acquisition by such
person or persons) ownership of stock of such corporation possessing 30% or more of the total
voting power of the stock of such corporation, as determined in accordance with Treas. Reg.
§1.409A-3(i)(5)(vi). If a person or group is considered to possess



3









 







30% or more of the total voting power of the stock of a corporation, and such person or group
acquires additional stock of such corporation, the acquisition of additional stock by such person
or group shall not be considered to cause a “change in the effective control” of such corporation;
or



               (ii) The date on which a majority of the members of the applicable corporation’s board of
directors is replaced during any 12-month period by directors whose appointment or election is not
endorsed by a majority of the members of such corporation’s board of directors before the date of
the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In
determining whether the event described in the preceding sentence has occurred, the applicable
corporation to which the event must relate shall only include a corporation identified in
accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority
shareholder.



          (c) A “change in the ownership of a substantial portion of the assets” of the applicable
corporation shall occur on the date on which any one person, or more than one person acting as a
group, acquires (or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) assets from the corporation that have a total gross fair
market value equal to or more than 40% of the total gross fair market value of all of the assets of
the corporation immediately before such acquisition or acquisitions, as determined in accordance
with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in
the ownership of a substantial portion of the assets” when such transfer is made to an entity that
is controlled by the shareholders of the transferor corporation, as determined in accordance with
Treas. Reg. §1.409A-3(i)(5)(vii)(B).





	 	1.12	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended from
time to time.
	 
	 	1.13	 	“Committee” shall mean the committee described in Article 13.
	 
	 	1.14	 	“Company” shall mean Commercial Vehicle Group, Inc., a Delaware corporation,
and any successor to all or substantially all of the Company’s assets or business.
	 
	 	1.15	 	“Company Contribution Amount” shall mean, for any one Plan Year, the amount
determined in accordance with Section 3.4.
	 
	 	1.16	 	“Company Restoration Matching Amount” shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.5.
	 
	 	1.17	 	“Director” shall mean any member of the board of directors of any Employer.
	 
	 	1.18	 	“Director Fees” shall mean the annual fees earned by a Director from any
Employer, including retainer fees and meetings fees, as compensation for serving on the
board of directors.
	 
	 	1.19	 	“Disability” or “Disabled” shall mean that a Participant is either (a) unable
to engage in any substantial gainful activity by reason of any medically determinable




4









 






	 	 	 	physical or mental impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12 months, or (b) by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period of
not less than 12 months, receiving income replacement benefits for a period of not
less than 3 months under an accident and health plan covering employees of the
Participant’s Employer. For purposes of this Plan, a Participant shall be deemed
Disabled if determined to be totally disabled by the Social Security Administration.
A Participant shall also be deemed Disabled if determined to be disabled in
accordance with the applicable disability insurance program of such Participant’s
Employer, provided that the definition of “disability” applied under such disability
insurance program complies with the requirements of this Section.
	 
	 	1.20	 	“Election Form” shall mean the form, which may be in electronic format,
established from time to time by the Committee that a Participant completes, signs and
returns to the Committee to make an election under the Plan.
	 
	 	1.21	 	“Employee” shall mean a person who is an employee of an Employer.
	 
	 	1.22	 	“Employer(s)” shall be defined as follows:





          (d) Except as otherwise provided in part (b) of this Section, the term “Employer” shall mean
the Company and/or any of its subsidiaries or affiliates (now in existence or hereafter formed or
acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan
as a sponsor.




          (e) For the purpose of determining whether a Participant has experienced a Separation from
Service, the term “Employer” shall mean:




               (i) The entity for which the Participant performs services and with respect to which the
legally binding right to compensation deferred or contributed under this Plan arises; and



               (ii) All other entities with which the entity described above would be aggregated and treated
as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section
414(c) (a group of trades or businesses, whether or not incorporated, under common control), as
applicable. In order to identify the group of entities described in the preceding sentence, the
Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum
ownership threshold that appears in, and otherwise must be used when applying, the applicable
provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code
Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are
under common control under Code Section 414(c).




	 	1.23	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.




5









 






	 	1.24	 	“First Plan Year” shall mean the period beginning July 1, 2006 and ending
December 31, 2006.
	 
	 	1.25	 	“401(k) Plan” shall mean, with respect to an Employer, a plan qualified under
Code Section 401(a) that contains a cash or deferral arrangement described in Code
Section 401(k), adopted by the Employer, as it may be amended from time to time, or any
successor thereto.
	 
	 	1.26	 	“LTIP Amounts” shall mean any portion of the compensation attributable to a
Plan Year that is earned by a Participant under any Employer’s long-term incentive plan
or any other long-term incentive arrangement designated by the Committee.
	 
	 	1.27	 	“Participant” shall mean any Employee or Director (a) who is selected to
participate in the Plan, (b) whose executed Plan Agreement, Election Form and
Beneficiary Designation Form are accepted by the Committee, and (c) whose Plan
Agreement has not terminated.
	 
	 	1.28	 	“Performance-Based Compensation” shall mean compensation the entitlement to or
amount of which is contingent on the satisfaction of pre-established organizational or
individual performance criteria relating to a performance period of at least 12
consecutive months, as determined by the Committee in accordance with Treas. Reg.
§1.409A-1(e).
	 
	 	1.29	 	“Plan” shall mean the Commercial Vehicle Group, Inc. Deferred Compensation
Plan, which shall be evidenced by this instrument, as it may be amended from time to
time, and by any other documents that together with this instrument define a
Participant’s rights to amounts credited to his or her Account Balance including any
Plan Agreement.
	 
	 	1.30	 	“Plan Agreement” shall mean a written agreement in the form prescribed by or
acceptable to the Committee that evidences a Participant’s agreement to the terms of
the Plan and which may establish additional terms or conditions of Plan participation
for a Participant. Unless otherwise determined by the Committee, the most recent Plan
Agreement accepted with respect to a Participant shall supersede any prior Plan
Agreements for such Participant. Plan Agreements may vary among Participants and may
provide additional benefits not set forth in the Plan or limit the benefits otherwise
provided under the Plan.
	 
	 	1.31	 	“Plan Year” shall mean, except for the First Year, a period beginning on
January 1 of each calendar year and continuing through December 31 of such calendar
year.
	 
	 	1.32	 	“Retirement,” “Retire(s)” or “Retired” shall mean with respect to a Participant
who is an Employee, a Separation from Service, for any reason other than death or
Disability, on or after the attainment of age 55 with 5 Years of Service, and shall
mean with respect to a Participant who is a Director, a Separation from




6









 






	 	 	 	Service. If a Participant is both an Employee and a Director and participates in
the Plan in each capacity, (a) the determination of whether the Participant
qualifies for Retirement as an Employee shall be made when the Participant
experiences a Separation from Service as an Employee and such determination shall
only apply to the applicable Account Balance established in accordance with Section
1.1 for amounts deferred under the Plan as an Employee, and (b) the determination of
whether the Participant qualifies for Retirement as a Director shall be made at the
time the Participant experiences a Separation from Service as a Director and such
determination shall only apply to the applicable Account Balance established in
accordance with Section 1.1 for amounts deferred under the Plan as a Director.
	 
	 	1.33	 	“Separation from Service” shall mean a termination of services provided by a
Participant to his or her Employer, whether voluntarily or involuntarily, other than by
reason of death or Disability, as determined by the Committee in accordance with Treas.
Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation
from Service, the following provisions shall apply:





          (f) For a Participant who provides services to an Employer as an Employee, except as otherwise
provided in part (c) of this Section, a Separation from Service shall occur when such Participant
has experienced a termination of employment with such Employer. A Participant shall be considered
to have experienced a termination of employment when the facts and circumstances indicate that the
Participant and his or her Employer reasonably anticipate that either (i) no further services will
be performed for the Employer after a certain date, or (ii) that the level of bona fide services
the Participant will perform for the Employer after such date (whether as an Employee or as an
independent contractor) will permanently decrease to no more than 20% of the average level of bona
fide services performed by such Participant (whether as an Employee or an independent contractor)
over the immediately preceding 36-month period (or the full period of services to the Employer if
the Participant has been providing services to the Employer less than 36 months).



     If a Participant is on military leave, sick leave, or other bona fide leave of absence, the
employment relationship between the Participant and the Employer shall be treated as continuing
intact, provided that the period of such leave does not exceed 6 months, or if longer, so long as
the Participant retains a right to reemployment with the Employer under an applicable statute or by
contract. If the period of a military leave, sick leave, or other bona fide leave of absence
exceeds 6 months and the Participant does not retain a right to reemployment under an applicable
statute or by contract, the employment relationship shall be considered to be terminated for
purposes of this Plan as of the first day immediately following the end of such 6-month period. In
applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave
of absence only if there is a reasonable expectation that the Participant will return to perform
services for the Employer.



          (g) For a Participant who provides services to an Employer as an independent contractor,
except as otherwise provided in part (c) of this Section, a Separation from Service shall occur
upon the expiration of the contract (or in the case of more than one



7









 







contract, all contracts) under which services are performed for such Employer, provided that
the expiration of such contract(s) is determined by the Committee to constitute a good-faith and
complete termination of the contractual relationship between the Participant and such Employer.



          (h) For a Participant who provides services to an Employer as both an Employee and an
independent contractor, a Separation from Service generally shall not occur until the Participant
has ceased providing services for such Employer as both as an Employee and as an independent
contractor, as determined in accordance with the provisions set forth in parts (f) and (g) of this
Section, respectively. Similarly, if a Participant either (i) ceases providing services for an
Employer as an independent contractor and begins providing services for such Employer as an
Employee, or (ii) ceases providing services for an Employer as an Employee and begins providing
services for such Employer as an independent contractor, the Participant will not be considered to
have experienced a Separation from Service until the Participant has ceased providing services for
such Employer in both capacities, as determined in accordance with the applicable provisions set
forth in parts (f) and (g) of this Section.



     Notwithstanding the foregoing provisions in this part (c), if a Participant provides services
for an Employer as both an Employee and as a Director, to the extent permitted by Treas. Reg.
§1.409A-1(h)(5) the services provided by such Participant as a Director shall not be taken into
account in determining whether the Participant has experienced a Separation from Service as an
Employee, and the services provided by such Participant as an Employee shall not be taken into
account in determining whether the Participant has experienced a Separation from Service as a
Director.




	 	1.34	 	“Specified Employee” shall mean any Participant who is determined to be a “key
employee” (as defined under Code Section 416(i) without regard to paragraph (5)
thereof) for the applicable period, as determined annually by the Committee in
accordance with Treas. Reg. §1.409A-1(i). In determining whether a Participant is a
Specified Employee, the following provisions shall apply:





          (i) The Committee’s identification of the individuals who fall within the definition of “key
employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon
the 12-month period ending on each December 31st (referred to below as the “identification date”).
In applying the applicable provisions of Code Section 416(i) to identify such individuals,
“compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to
(i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules
provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided in Treas. Reg.
§1.415(c)-2(g); and



          (j) Each Participant who is among the individuals identified as a “key employee” in accordance
with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if
such Participant experiences a Separation from Service during the 12-month period that begins on
the April 1st following the applicable identification date.




	 	1.35	 	“Trust” shall mean one or more trusts established by the Company in accordance
with Article 16.




8









 






	 	1.36	 	“Unforeseeable Emergency” shall mean a severe financial hardship of the
Participant resulting from (a) an illness or accident of the Participant, the
Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as
defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b)
thereof), (b) a loss of the Participant’s property due to casualty, or (c) such other
similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant, all as determined by the Committee based on the
relevant facts and circumstances
	 
	 	1.37	 	“Years of Service” shall mean the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of this
definition, a year of employment shall be a 365 day period (or 366 day period in the
case of a leap year) that, for the first year of employment, commences on the
Employee’s date of hiring and that, for any subsequent year, commences on an
anniversary of that hiring date. A partial year of employment shall not be treated as
a Year of Service.





Article II

Selection, Enrollment, Eligibility




     2.1 Selection by Committee. Participation in the Plan shall be limited to Directors and, as determined by the Committee
in its sole discretion, a select group of management or highly compensated Employees. From that
group, the Committee shall select, in its sole discretion, those individuals who may actually
participate in this Plan.



     2.2 Enrollment and Eligibility Requirements; Commencement of Participation.



          (a) As a condition to participation, each Director or selected Employee shall complete,
execute and return to the Committee a Plan Agreement and an Election Form, and such Director or
Employee also may execute a Beneficiary Designation Form by the deadline(s) established by the
Committee in accordance with the applicable provisions of this Plan. In addition, the Committee
shall establish from time to time such other enrollment requirements as it determines, in its sole
discretion, are necessary.




          (b) Each Director or selected Employee who is eligible to participate in the Plan shall
commence participation in the Plan on the date that the Committee determines that the Director or
Employee has met all enrollment requirements set forth in this Plan and required by the Committee,
including returning all required documents to the Committee within the specified time period.




          (c) If a Director or an Employee fails to meet all requirements established by the Committee
within the period required, that Director or Employee shall not be eligible to participate in the
Plan during such Plan Year.




9









 








Article III

Deferral Commitments/Company Contribution Amounts/

Company Restoration Matching Amounts/ Vesting/Crediting/Taxes




     3.1 Minimum and Maximum Deferral.



          (a) Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as
his or her Annual Deferral Amount, Base Salary, Bonus, LTIP Amounts, and/or Director Fees in the
following minimum amounts for each deferral elected:




	 	 	 	 	 
	Deferral	 	Minimum Amount
	Base Salary, Bonus and/or LTIP Amounts
	 	$2,000 aggregate
	Director Fees
	 	 	0	%






     If the Committee determines, in its sole discretion, prior to the beginning of a Plan Year
that a Participant has made a deferral election for less than the stated minimum amounts, or if no
election is made, the amount deferred shall be zero.



     Additionally, for each Plan Year, a Participant may elect to defer, as his or her Annual
Deferral Amount, Base Salary, Bonus, LTIP Amounts and/or Director Fees up to the following maximum
percentages for each deferral elected:



	 	 	 	 	 
	Deferral	 	Maximum Percentage
	Base Salary
	 	 	80	%
	Bonus
	 	 	100	%
	LTIP Amounts
	 	 	100	%
	Director Fees
	 	 	100	%






          (b) Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a
Participant after the first day of a Plan Year, or in the case of the First Plan Year of the Plan
itself, then to the extent required by Section 3.2 and Code Section 409A and related Treasury
Regulations, the minimum and maximum amount of the Participant’s Base Salary, Bonus, LTIP Amounts
or Director Fees that may be deferred by the Participant for the Plan Year shall be determined by
applying the percentages set forth in Section 0(a) to the portion of such compensation attributable
to services performed after the date that the Participant’s deferral election is made.




     3.2 Timing of Deferral Elections; Effect of Election Form.




10











 





          (a) General Timing Rule for Deferral Elections. Except as otherwise provided in this
Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus,
Director Fees and/or LTIP Amounts, the Participant must submit an Election Form on or before the
deadline established by the Committee, which in no event shall be later than the December
31st preceding the Plan Year in which such compensation will be earned.




     Any deferral election for a Plan Year made in accordance with this Section 3.2(a) shall be
irrevocable as of December 31 of the preceding Plan Year in which such compensation will be earned;
provided, however, that if the Committee permits or requires Participants to make a deferral
election by the deadline described above for an amount that qualifies as Performance-Based
Compensation, the Committee may permit a Participant to subsequently change his or her deferral
election for such compensation by submitting a new Election Form in accordance with Section 3.2(c)
below.



          (b) Timing of Deferral Elections for Newly Eligible Plan Participants. A Director or
selected Employee who first becomes eligible to participate in the Plan on or after the beginning
of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the “plan
aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to
defer the portion of Base Salary, Bonus, Director Fees and/or LTIP Amounts attributable to services
to be performed after such election, provided that the Participant submits an Election Form on or
before the deadline established by the Committee, which in no event shall be later than 30 days
after the Participant first becomes eligible to participate in the Plan.




     If a deferral election made in accordance with this Section 3.2(b) relates to compensation
earned based upon a specified performance period, the amount eligible for deferral shall be equal
to (i) the total amount of compensation for the performance period, multiplied by (ii) a fraction,
the numerator of which is the number of days remaining in the service period after the
Participant’s deferral election is made, and the denominator of which is the total number of days
in the performance period.



     Any deferral election made in accordance with this Section 3.2(b) shall become irrevocable no
later than the 30th day after the date the Director or selected Employee becomes
eligible to participate in the Plan.



          (c) Timing of Deferral Elections for Performance-Based Compensation. Subject to the
limitations described below, the Committee may determine that an irrevocable deferral election for
an amount that qualifies as Performance-Based Compensation may be made by submitting an Election
Form on or before the deadline established by the Committee, which in no event shall be later than
6 months before the end of the performance period.




     In order for a Participant to be eligible to make a deferral election for Performance-Based
Compensation in accordance with the deadline established pursuant to this Section 3.2(c), (i) the
performance criteria must relate to a performance period of at least 12 consecutive months, and (2)
the Participant must have performed services continuously from the later of (i) the beginning of
the performance period for such compensation, or (ii) the date upon which the performance criteria
for such compensation are established, through the date upon which the Participant



11









 







makes the deferral election for such compensation. In no event shall a deferral election
submitted under this Section 3.2(c) be permitted to apply to any amount of Performance-Based
Compensation that has become readily ascertainable.



          (d) Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. With
respect to compensation (i) to which a Participant has a legally binding right to payment in a
subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant’s
continued services for a period of at least 12 months from the date the Participant obtains the
legally binding right, the Committee may determine that an irrevocable deferral election for such
compensation may be made by timely delivering an Election Form to the Committee in accordance with
its rules and procedures, no later than the 30th day after the Participant obtains the
legally binding right to the compensation, provided that the election is made at least 12 months in
advance of the earliest date at which the forfeiture condition could lapse, as determined in
accordance with Treas. Reg. §1.409A-2(a)(5).




     Any deferral election(s) made in accordance with this Section 3.2(d) shall become irrevocable
no later than the 30th day after the Participant obtains the legally binding right to
the compensation subject to such deferral election(s).



     3.3 Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the
Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in
Base Salary. The Bonus, LTIP Amounts and/or Director Fees portion of the Annual Deferral Amount
shall be withheld at the time the Bonus, Commissions, LTIP Amounts or Director Fees are or
otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself.
Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year
at the time such amounts would otherwise have been paid to the Participant.



     3.4 Company Contribution Amount.



          (a) For each Plan Year, an Employer may be required to credit amounts to a Participant’s
Annual Account in accordance with employment or other agreements entered into between the
Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution
Amount for that Plan Year. Such amounts shall be credited to the Participant’s Annual Account for
the applicable Plan Year on the date or dates prescribed by such agreements.




          (b) For each Plan Year, an Employer, in its sole discretion, may, but is not required to,
credit any amount it desires to any Participant’s Annual Account under this Plan, which amount
shall be part of the Participant’s Company Contribution Amount for that Plan Year. The amount so
credited to a Participant may be smaller or larger than the amount credited to any other
Participant, and the amount credited to any Participant for a Plan Year may be zero, even though
one or more other Participants receive a Company Contribution Amount for that
Plan Year. The Company Contribution Amount described in this Section 3.4(b), if any, shall be
credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be
determined by the Committee.




12









 








          (c) If not otherwise specified in the Participant’s employment or other agreement entered into
between the Participant and the Employer, the amount (or the method or formula for determining the
amount) of a Participant’s Company Contribution Amount shall be set forth in writing in one or more
documents, which shall be deemed to be incorporated into this Plan in accordance with Section 1.29,
no later than the date on which such Company Contribution Amount is credited to the applicable
Annual Account of the Participant.




     3.5 Company Restoration Matching Amount. A Participant’s Company Restoration Matching
Amount for any Plan Year shall be an amount determined by the Committee, in its discretion, to make
up for certain limits applicable to the 401(k) Plan or other qualified plan for such Plan Year, as
identified by the Committee, or for such other purposes as determined by the Committee in its sole
discretion. The amount so credited to a Participant under this Plan for any Plan Year (a) may be
smaller or larger than the amount credited to any other Participant, and (b) may differ from the
amount credited to such Participant in the preceding Plan Year. The Participant’s Company
Restoration Matching Amount, if any, shall be credited to the Participant’s Annual Account for the
applicable Plan Year on a date or dates to be determined by the Committee, in its sole discretion.
The amount (or the method or formula for determining the amount) of a Participant’s Company
Restoration Matching Amount shall be set forth in writing in one or more documents, which shall be
deemed to be incorporated into this Plan in accordance with Section 1.29, no later than the date on
which such Company Restoration Matching Amount is credited to the applicable Annual Account of the
Participant.



     3.6 Vesting.



          (a) A Participant shall at all times be 100% vested in the portion of his or her Account
Balance attributable to Annual Deferral Amounts, plus amounts credited or debited on such amounts
pursuant to Section 3.7.




          (b) A Participant shall be vested in the portion of his or her Account Balance attributable to
any Company Contribution Amounts, plus amounts credited or debited on such amounts pursuant to
Section 3.7, in accordance with the vesting schedule(s) set forth in his or her Plan Agreement,
employment agreement or any other agreement entered into between the Participant and his or her
Employer. If not addressed in such agreements, a Participant shall vest in the portion of his or
her Account Balance attributable to any Company Contribution Amounts, plus amounts credited or
debited on such amounts pursuant to Section 3.7, in accordance with the following schedule:




	 	 	 
	Years of Plan Participation	 	Vested Percentage
	Less than 1 year
	 	0%
	At least 1 years but less than 2 years
	 	33%
	At least 2 years but less than 3 years
	 	66%
	At least 3 years
	 	100%






          (c) A Participant shall be vested in the portion of his or her Account Balance attributable to
any Company Restoration Matching Amounts, plus amounts credited or debited on such amounts pursuant
to Section 3.7, only to the extent that the Participant would be vested in such amounts under the
provisions of the 401(k) Plan, as determined by the Committee in its sole discretion.




13









 








          (d) Notwithstanding anything to the contrary contained in this Section 3.6, in the event of a
Change in Control, or upon a Participant’s Disability, Separation from Service on or after
qualifying for Retirement, or death prior to Separation from Service, any amounts that are not
vested in accordance with Sections 3.6(b) or 3.6(c) above, shall immediately become 100% vested.




          (e) Notwithstanding subsection 3.6(d) above, the vesting provisions described in Sections
3.6(b) or 3.6(c) above shall not be accelerated upon a Change in Control to the extent that the
Committee determines that such acceleration would cause the deduction limitations of Section 280G
of the Code to become effective. In the event of such a determination, the Participant may request
independent verification of the Committee’s calculations with respect to the application of Section
280G. In such case, the Committee must provide to the Participant within 90 days of such a request
an opinion from a nationally recognized accounting firm selected by the Participant (the
“Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that any limitation in
the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain
supporting calculations. The cost of such opinion shall be paid for by the Company.




          (f) Section 3.6(e) shall not prevent the acceleration of the vesting provisions described in
Sections 3.6(b) and 3.6(c) if such Participant is entitled to a “gross-up” payment, to eliminate
the effect of the Code section 4999 excise tax, pursuant to his or her employment agreement or
other agreement entered into between such Participant and the Employer.




     3.7 Crediting/Debiting of Account Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance
with the following rules:



          (a) Measurement Funds. The Participant may elect one or more of the measurement funds
selected by the Committee, in its sole discretion, which are based on certain mutual funds, or
other investment alternatives (the “Measurement Funds”), for the purpose of crediting or debiting
additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole
discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect
as of the first day of the first calendar quarter that begins at least 30
days after the day on which the Committee gives Participants advance written notice of such
change.




          (b) Election of Measurement Funds. A Participant, in connection with his or her
initial deferral election in accordance with Section 3.2 above, shall elect, on the Election Form,
one or more Measurement Fund(s) (as described in Section 3.7(a) above) to be used to determine the
amounts to be credited or debited to his or her Account Balance. If a Participant does not elect
any of the Measurement Funds as described in the previous sentence, the Participant’s Account
Balance shall automatically be allocated into the lowest-risk




14









 







Measurement Fund, as determined by
the Committee, in its sole discretion. The Participant may (but is not required to) elect, by
submitting an Election Form to the Committee that is accepted by the Committee, to add or delete
one or more Measurement Fund(s) to be used to determine the amounts to be credited or debited to
his or her Account Balance, or to change the portion of his or her Account Balance allocated to
each previously or newly elected Measurement Fund. If an election is made in accordance with the
previous sentence, it shall apply as of the first business day deemed reasonably practicable by the
Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which
the Participant participates in the Plan, unless changed in accordance with the previous sentence.
Notwithstanding the foregoing, the Committee, in its sole discretion, may impose limitations on the
frequency with which one or more of the Measurement Funds elected in accordance with this Section
3.7(b) may be added or deleted by such Participant; furthermore, the Committee, in its sole
discretion, may impose limitations on the frequency with which the Participant may change the
portion of his or her Account Balance allocated to each previously or newly elected Measurement
Fund.




          (c) Proportionate Allocation. In making any election described in Section 3.7(b)
above, the Participant shall specify on the Election Form, in increments of one percent (1%), the
percentage of his or her Account Balance or Measurement Fund, as applicable, to be
allocated/reallocated.




          (d) Crediting or Debiting Method. The performance of each Measurement Fund (either
positive or negative) will be determined on a daily basis based on the manner in which such
Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the
Participant.




          (e) No Actual Investment. Notwithstanding any other provision of this Plan that may
be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only,
and a Participant’s election of any such Measurement Fund, the allocation of his or her Account
Balance thereto, the calculation of additional amounts and the crediting or debiting of such
amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an
actual investment of his or her Account Balance in any such Measurement Fund. In the event that
the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides
to invest funds in any or all of the investments on which the Measurement Funds are based, no
Participant shall have any rights in or to such investments themselves. Without limiting the
foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall
not represent any investment made on his or her behalf by the
Company or the Trust; the Participant shall at all times remain an unsecured creditor of the
Company.




     3.8 FICA and Other Taxes.



          (a) Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is
being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion
of the Participant’s Base Salary, Bonus, and/or LTIP Amounts that is not being deferred, in a
manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on
such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in
order to comply with this Section 3.8.




15









 








          (b) Company Restoration Matching Amounts and Company Contribution Amounts. When a
Participant becomes vested in a portion of his or her Account Balance attributable to any Company
Restoration Matching Amounts and/or Company Contribution Amounts, the Participant’s Employer(s)
shall withhold from that portion of the Participant’s Base Salary, Bonus, Commissions and/or LTIP
Amounts that is not deferred, in a manner determined by the Employer(s), the Participant’s share of
FICA and other employment taxes on such amounts. If necessary, the Committee may reduce the vested
portion of the Participant’s Company Restoration Matching Amount or Company Contribution Amount, as
applicable, in order to comply with this Section 3.8.




          (c) Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall
withhold from any payments made to a Participant under this Plan all federal, state and local
income, employment and other taxes required to be withheld by the Employer(s), or the trustee of
the Trust, in connection with such payments, in amounts and in a manner to be determined in the
sole discretion of the Employer(s) and the trustee of the Trust.




ARTICLE IV

Scheduled Distribution; Unforeseeable Emergencies 




     4.1 Scheduled Distributions. In connection with each election to defer an Annual
Deferral Amount, a Participant may elect to receive all or a portion of such Annual Deferral
Amount, plus amounts credited or debited on that amount pursuant to Section 3.7, in the form of a
lump sum payment, calculated as of the close of business on or around the Benefit Determination
Date designated by the Participant in accordance with this Section (a “Scheduled Distribution”).
The Benefit Determination Date for the amount subject to a Scheduled Distribution election shall be
the first day of any Plan Year designated by the Participant, which may be no sooner than 3 Plan
Years after the end of the Plan Year to which the Participant’s deferral election relates, unless
otherwise provided on an Election Form approved by the Committee.



     Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected
shall be paid out during a 60 day period commencing immediately after the Benefit
Determination Date. By way of example, if a Scheduled Distribution is elected for Annual
Deferral Amounts that are earned in the Plan Year commencing January 1, 2008, the earliest Benefit
Determination Date that may be designated by a Participant would be January 1, 2012, and the
Scheduled Distribution would be paid out during the 60 day period commencing immediately after such
Benefit Determination Date.



     4.2 Postponing Scheduled Distributions. A Participant may make a one time election to
postpone a Scheduled Distribution described in Section 4.1 above, and have such amount paid out
during a 60 day period commencing immediately after an allowable alternative Benefit Determination
Date designated in accordance with this Section 4.2. In order to make such an election, the
Participant must submit an Election Form to the Committee in accordance with the following
criteria:



          (a) The election of the new Benefit Determination Date shall have no effect until at least 12
months after the date on which the election is made;




16









 








          (b) The new Benefit Determination Date selected by the Participant for such Scheduled
Distribution must be the first day of a Plan Year that is no sooner than 5 years after the
previously designated Benefit Determination Date; and




          (c) The election must be made at least 12 months prior to the Participant’s previously
designated Benefit Determination Date for such Scheduled Distribution.




     For purposes of applying the provisions of this Section 4.2, a Participant’s election to
postpone a Scheduled Distribution shall not be considered to be made until the date on which the
election becomes irrevocable. Such an election shall become irrevocable no later than the date
that is 12 months prior to the Participant’s previously designated Benefit Determination Date for
such Scheduled Distribution.



     4.3 Precedence of Distributions. Should an event occur prior to any Benefit
Determination Date designated for a Scheduled Distribution under Section 4.1 that would trigger a
benefit under Articles 5 through 9, as applicable, all amounts subject to a Scheduled Distribution
election shall be paid in accordance with the other applicable provisions of the Plan and not in
accordance with this Article 4. If, however, the Participant made an election under Section 4.2 to
postpone a Scheduled Distribution, and the Participant experiences a Separation from Service or
there is a Change in Control, the distribution will be made in accordance with Article 4 and not
Articles 5 through 7, as may otherwise be applicable.



     4.4 Unforeseeable Emergencies.



          (a) If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a
distribution event described in Articles 5 through 9, as applicable, the
Participant may petition the Committee to receive a partial or full payout from the Plan. The
payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s vested Account
Balance, calculated as of the close of business on or around the Benefit Determination Date for
such payout, as determined by the Committee in accordance with provisions set forth below, or (ii)
the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal,
state, or local income taxes or penalties reasonably anticipated as a result of the distribution.
A Participant shall not be eligible to receive a payout from the Plan to the extent that the
Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by
insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of
deferrals under this Plan.




     If the Committee, in its sole discretion, approves a Participant’s petition for payout from
the Plan under Section 4.5(a), the Participant’s Benefit Determination Date for such payout shall
be the date on which such Committee approval occurs and such payout shall be distributed to the
Participant in a lump sum no later than 60 days after such Benefit Determination Date. In
addition, in the event of such approval the Participant’s outstanding deferral elections under the
Plan shall be cancelled.



          (b) A Participant’s deferral elections under this Plan shall also be cancelled to the extent
the Committee determines that such action is required for the Participant to obtain a hardship
distribution from an Employer’s 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).




17









 








ARTICLE V

Change in Control Benefit 




     5.1 Change in Control Benefit. A Participant, in connection with his or her
commencement of participation in the Plan, shall have an opportunity to irrevocably elect to
receive his or her vested Account Balance in the form of a lump sum payment in the event that a
Change in Control occurs prior to the Participant’s Separation from Service, Disability or death
(the “Change in Control Benefit”). The Benefit Determination Date for the Change in Control
Benefit, if any, shall be the date on which the Change in Control occurs.



     If a Participant elects not to receive a Change in Control Benefit, or fails to make an
election in connection with his or her commencement of participation in the Plan, the Participant’s
Account Balance shall be paid in accordance with the other applicable provisions of the Plan.



     5.2 Payment of Change in Control Benefit. The Change in Control Benefit, if any,
shall be calculated as of the close of business on or around the Participant’s Benefit
Determination Date, as determined by the Committee, and paid to the Participant no later than 60
days after the Participant’s Benefit Determination Date.



ARTICLE VI

Retirement Benefit




     6.1 Retirement Benefit. If a Participant experiences a Separation from Service that
qualifies as a Retirement, the Participant shall be eligible to receive his or her vested Account
Balance in either a lump sum or annual installment payments, as elected by the Participant in
accordance with Section 6.2 (the “Retirement Benefit”). A Participant’s Retirement Benefit shall
be calculated as of the close of business on or around the applicable Benefit Determination Date
for such benefit, which shall be the first day after the end of the 6-month period immediately
following the date on which the Participant experiences such Separation from Service; provided,
however, if a Participant changes the form of distribution for the Retirement Benefit in accordance
with Section 6.2(b), the Benefit Determination Date for the Retirement Benefit shall be determined
in accordance with Section 6.2(b).



     6.2 Payment of Retirement Benefit.



          (a) A Participant, in connection with his or her commencement of participation in the Plan,
shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an
Annual Installment Method of up to 15 years. If a Participant does not make any election with
respect to the payment of the Retirement Benefit, then such Participant shall be deemed to have
elected to receive the Retirement Benefit as a lump sum.



18









 







          (b) A Participant may change the form of payment for the Retirement Benefit by submitting an
Election Form to the Committee in accordance with the following criteria:




               (i) The election shall not take effect until at least 12 months after the date on which the
election is made;



               (ii) The new Benefit Determination Date for the Participant’s Retirement Benefit shall be 5
years after the Benefit Determination Date that would otherwise have been applicable to such
benefit; and



               (iii) The election must be made at least 12 months prior to the Benefit Determination Date
that would otherwise have been applicable to the Participant’s Retirement Benefit.



     For purposes of applying the provisions of this Section 6.2(b), a Participant’s election to
change the form of payment for the Retirement Benefit shall not be considered to be made until the
date on which the election becomes irrevocable. Such an election shall become irrevocable no later
than the date that is 12 months prior to the Benefit Determination Date that would otherwise have
been applicable to the Participant’s Retirement Benefit. Subject to the requirements of this
Section 6.2(b), the Election Form most recently accepted by the Committee
that has become effective shall govern the form of payout of the Participant’s Retirement
Benefit.



          (c) The lump sum payment shall be made, or installment payments shall commence, no later than
60 days after the Participant’s Benefit Determination Date. Remaining installments, if any, shall
be paid no later than 60 days after each anniversary of the Participant’s Benefit Determination
Date.




ARTICLE VII

Termination Benefit




     7.1 Termination Benefit. If a Participant experiences a Separation from Service that
does not qualify as a Retirement, the Participant shall receive his or her vested Account Balance
in the form of a lump sum payment (the “Termination Benefit”). A Participant’s Termination Benefit
shall be calculated as of the close of business on or around the Benefit Determination Date for
such benefit, which shall be the first day after the end of the 6-month period immediately
following the date on which the Participant experiences such Separation from Service.



     7.2 Payment of Termination Benefit. The Termination Benefit shall be paid to the
Participant no later than 60 days after the Participant’s Benefit Determination Date.



19









 





ARTICLE VIII

Disability Benefit




     8.1 Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a
distribution event described in Articles 5 through 7, as applicable, the Participant shall receive
his or her vested Account Balance in the form of a lump sum payment (the “Disability Benefit”).
The Disability Benefit shall be calculated as of the close of business on or around the
Participant’s Benefit Determination Date for such benefit, which shall be the date on which the
Participant becomes Disabled.



     8.2 Payment of Disability Benefit. The Disability Benefit shall be paid to the
Participant no later than 60 days after the Participant’s Benefit Determination Date.



ARTICLE IX

Death Benefit




     9.1 Death Benefit. In the event of a Participant’s death prior to the complete distribution of his or her
vested Account Balance, the Participant’s Beneficiary(ies) shall receive the Participant’s unpaid
vested Account Balance in a lump sum payment (the “Death Benefit”). The Death Benefit shall be
calculated as of the close of business on or around the Benefit Determination Date for such
benefit, which shall be the date on which the Committee is provided with proof that is satisfactory
to the Committee of the Participant’s death.



     9.2 Payment of Death Benefit. The Death Benefit shall be paid to the Participant’s
Beneficiary(ies) no later than 60 days after the Participant’s Benefit Determination Date.



ARTICLE X

Beneficiary Designation




     10.1 Beneficiary. Each Participant shall have the right, at any time, to designate his
or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under
the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this
Plan may be the same as or different from the Beneficiary designation under any other plan of an
Employer in which the Participant participates.



     10.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall designate
his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it
to the Committee or its designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary
Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the
Participant names someone other than his or her spouse as a Beneficiary, the Committee may, in its
sole discretion, determine that spousal consent is required to be provided in a form designated by
the Committee, executed by such Participant’s spouse and returned to the Committee. Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations
previously filed shall be canceled. The Committee shall be entitled to rely on the last
Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or
her death.



20









 





     10.3 Acknowledgment. No designation or change in designation of a Beneficiary shall be
effective until received and acknowledged in writing by the Committee or its designated agent.



     10.4 No Beneficiary Designation. If a Participant fails to designate a Beneficiary as
provided in Sections 10.1, 10.2 and 10.3 above or, if all designated Beneficiaries predecease the
Participant or die prior to complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be
deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or
personal representative of the Participant’s estate.



     10.5 Doubt as to Beneficiary. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right,
exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until
this matter is resolved to the Committee’s satisfaction.



     10.6 Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary
shall fully and completely discharge all Employers and the Committee from all further obligations
under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall
terminate upon such full payment of benefits.



ARTICLE XI

Leave of Absence




     11.1 Paid Leave of Absence. If a Participant is authorized by the Participant’s
Employer to take a paid leave of absence from the employment of the Employer, and such leave of
absence does not constitute a Separation from Service, (a) the Participant shall continue to be
considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount
shall continue to be withheld during such paid leave of absence in accordance with Section 3.2.



     11.2 Unpaid Leave of Absence. If a Participant is authorized by the Participant’s
Employer to take an unpaid leave of absence from the employment of the Employer for any reason, and
such leave of absence does not constitute a Separation from Service, such Participant shall
continue to be eligible for the benefits provided under the Plan. During the unpaid leave of
absence, the Participant shall not be allowed to make any additional deferral elections. However,
if the Participant returns to employment, the Participant may elect to defer an Annual Deferral
Amount for the Plan Year following his or her return to employment and for every Plan Year
thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed
and an Election Form is delivered to and accepted by the Committee for each such election in
accordance with Section 3.2 above.



ARTICLE XII

Termination of Plan, Amendment or Modification




     12.1 Termination of Plan. Although each Employer anticipates that it will continue the Plan for an indefinite period
of time, there is no guarantee that any Employer will continue the Plan or will not terminate the
Plan at any time in the future. Accordingly, each Employer



21









 




reserves the right to terminate the
Plan with respect to all of its Participants. In the event of a Plan termination no new deferral
elections shall be permitted for the affected Participants and such Participants shall no longer be
eligible to receive new company contributions. However, after the Plan termination the Account
Balances of such Participants shall continue to be credited with Annual Deferral Amounts
attributable to a deferral election that was in effect prior to the Plan termination to the extent
deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional
amounts shall continue to credited or debited to such Participants’ Account Balances pursuant to
Section 3.7. The Measurement Funds available to Participants following the termination of the Plan
shall be comparable in number and type to those Measurement Funds available to Participants in the
Plan Year preceding the Plan Year in which the Plan termination is effective. In addition,
following a Plan termination, Participant Account Balances shall remain in the Plan and shall not
be distributed until such amounts become eligible for distribution in accordance with the other
applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted
by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that upon termination of the Plan, all
Account Balances of the Participants shall be distributed, subject to and in accordance with any
rules established by such Employer deemed necessary to comply with the applicable requirements and
limitations of Treas. Reg. §1.409A-3(j)(4)(ix).




     12.2 Amendment. Any Employer may, at any time, amend or modify the Plan in whole or
in part with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or
modification shall be effective to decrease the value of a Participant’s vested Account Balance in
existence at the time the amendment or modification is made, and (ii) no amendment or modification
of this Section 12.2 or Section 13.2 of the Plan shall be effective.



     12.3 Plan Agreement. Despite the provisions of Section 12.1, if a Participant’s Plan
Agreement contains benefits or limitations that are not in this Plan document, the Employer may
only amend or terminate such provisions with the written consent of the Participant.



     12.4 Effect of Payment. The full payment of the Participant’s vested Account Balance
in accordance with the applicable provisions of the Plan shall completely discharge all obligations
to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s
Plan Agreement shall terminate.



ARTICLE XIII

Administration




     13.1 Committee Duties. Except as otherwise provided in this Article 13, this Plan shall be administered by a
Committee, which shall consist of the Board, or such committee as the Board shall appoint. Members
of the Committee may be Participants under this Plan. The Committee shall also have the discretion
and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for
the administration of this Plan, and (b) decide or resolve any and all questions, including benefit
entitlement determinations and interpretations of this Plan, as may arise in connection with the
Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any
matter relating solely to himself or herself. When making a determination or calculation, the
Committee shall be entitled to rely on information furnished by a Participant or the Company.



22









 





     13.2 Administration Upon Change In Control. Within 120 days following a Change in
Control, the individuals who comprised the Committee immediately prior to the Change in Control
(whether or not such individuals are members of the Committee following the Change in Control) may,
by written consent of the majority of such individuals, appoint an independent third party
administrator (the “Administrator”) to perform any or all of the Committee’s duties described in
Section 13.1 above, including without limitation, the power to determine any questions arising in
connection with the administration or interpretation of the Plan, and the power to make benefit
entitlement determinations. Upon and after the effective date of such appointment, (a) the Company
must pay all reasonable administrative expenses and fees of the Administrator, and (b) the
Administrator may only be terminated with the written consent of the majority of Participants with
an Account Balance in the Plan as of the date of such proposed termination.



     13.3 Agents. In the administration of this Plan, the Committee or the Administrator,
as applicable, may, from time to time, employ agents and delegate to them such administrative
duties as it sees fit (including acting through a duly appointed representative) and may from time
to time consult with counsel.



     13.4 Binding Effect of Decisions. The decision or action of the Committee or
Administrator, as applicable, with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all persons having any
interest in the Plan.



     13.5 Indemnity of Committee. All Employers shall indemnify and hold harmless the
members of the Committee, any Employee to whom the duties of the Committee may be delegated, and
the Administrator against any and all claims, losses, damages, expenses or liabilities arising from
any action or failure to act with respect to this Plan, except in the case of willful misconduct by
the Committee, any of its members, any such Employee or the Administrator.



     13.6 Employer Information. To enable the Committee and/or Administrator to perform
its functions, the Company and each Employer shall supply full and timely information to the
Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust,
the Participants and their Beneficiaries, the Account Balances of the Participants, the
compensation of its Participants, the date and circumstances of the Separation from Service,
Disability or death of its Participants, and such other pertinent information as the Committee or
Administrator may reasonably require.



ARTICLE XIV

Other Benefits and Agreements




     14.1 Coordination with Other Benefits. The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Participant’s Employer. The Plan
shall supplement and shall not supersede, modify or amend any other such plan or program except as
may otherwise be expressly provided.



23









 





ARTICLE XV

Claims Procedures




     15.1 Presentation of Claim. Any Participant or Beneficiary of a deceased Participant
(such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the amounts distributable to such
Claimant from the Plan. If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within 60 days after such notice was received by the Claimant.
All other claims must be made within 180 days of the date on which the event that caused the claim
to arise occurred. The claim must state with particularity the determination desired by the
Claimant.



     15.2 Notification of Decision. The Committee shall consider a Claimant’s claim within
a reasonable time, but no later than 90 days after receiving the claim. If the Committee
determines that special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the termination of the
initial 90 day period. In no event shall such extension exceed a period of 90 days from the end of
the initial period. The extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Committee expects to render the benefit determination.
The Committee shall notify the Claimant in writing:



          (a) that the Claimant’s requested determination has been made, and that the claim has been
allowed in full; or




          (b) that the Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:




               (i) the specific reason(s) for the denial of the claim, or any part of it;



               (ii) specific reference(s) to pertinent provisions of the Plan upon which such denial was
based;



               (iii) a description of any additional material or information necessary for the Claimant to
perfect the claim, and an explanation of why such material or information is necessary;



               (iv) an explanation of the claim review procedure set forth in Section 15.3 below; and



               (v) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.



     15.3 Review of a Denied Claim. On or before 60 days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly



24









 




authorized representative) may file with the Committee a written request for a review of the denial
of the claim. The Claimant (or the Claimant’s duly authorized representative):




          (a) may, upon request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable ERISA regulations) to
the claim for benefits;




          (b) may submit written comments or other documents; and/or




          (c) may request a hearing, which the Committee, in its sole discretion, may grant.




     15.4 Decision on Review. The Committee shall render its decision on review promptly,
and no later than 60 days after the Committee receives the Claimant’s written request for a review
of the denial of the claim. If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the extension shall be furnished to
the Claimant prior to the termination of the initial 60 day period. In no event shall such
extension exceed a period of 60 days from the end of the initial period. The extension notice
shall indicate the special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. In rendering its decision, the Committee
shall take into account all comments, documents, records and other information submitted by the
Claimant relating to the claim, without regard to whether such information was submitted or
considered in the initial
benefit determination. The decision must be written in a manner calculated to be understood
by the Claimant, and it must contain:



          (a) specific reasons for the decision;




          (b) specific reference(s) to the pertinent Plan provisions upon which the decision was based;




          (c) a statement that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and




          (d) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).




     15.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this
Article 15 is a mandatory prerequisite to a Claimant’s right to commence any legal action with
respect to any claim for benefits under this Plan. 



ARTICLE XVI

Trust




     16.1 Establishment of the Trust. In order to provide assets from which to fulfill its
obligations to the Participants and their Beneficiaries under the Plan, the Company, unless



25









 




otherwise specified by the Committee, may establish a rabbi trust in accordance with Revenue
Procedure 92-64 by a trust agreement with a third party, the trustee, to which each Employer may,
in its discretion, contribute cash or other property, including securities issued by the Company,
to provide for the benefit payments under the Plan (the “Trust”).




     16.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and the
Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the
Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the
creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all
times remain liable to carry out its obligations under the Plan.



     16.3 Distributions From the Trust. Each Employer’s obligations under the Plan may be
satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such
distribution shall reduce the Employer’s obligations under this Plan.



ARTICLE XVII

Miscellaneous




     17.1 Status of Plan. The Plan is intended to be a plan that is not qualified within
the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily
for the purpose of providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The
Plan shall be administered and interpreted (a) to the extent possible in a manner consistent with
the intent described in the preceding sentence, and (b) in accordance with Code Section 409A and
related Treasury guidance and Regulations.



     17.2 Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or claims in any property
or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of
an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the
Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the future.



     17.3 Employer’s Liability. An Employer’s liability for the payment of benefits shall
be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a
Participant. An Employer shall have no obligation to a Participant under the Plan except as
expressly provided in the Plan and his or her Plan Agreement.



     17.4 Nonassignability. Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any,
payable hereunder, or any part thereof, which are, and all rights to which are expressly declared
to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy
or insolvency or be transferable to a spouse as a result of a property settlement or otherwise,
except as provided in Section 17.15 of this Plan regarding domestic relations orders.



26









 





     17.5 Not a Contract of Employment. The terms and conditions of this Plan shall not be
deemed to constitute a contract of employment between any Employer and the Participant. Such
employment is hereby acknowledged to be an “at will” employment relationship that can be terminated
at any time for any reason, or no reason, with or without cause, and with or without notice, unless
expressly
provided in a written employment agreement. Nothing in this Plan shall be deemed to give a
Participant the right to be retained in the service of any Employer, either as an Employee or a
Director, or to interfere with the right of any Employer to discipline or discharge the Participant
at any time.



     17.6 Furnishing Information. A Participant or his or her Beneficiary will cooperate
with the Committee by furnishing any and all information requested by the Committee and take such
other actions as may be requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking such physical examinations as
the Committee may deem necessary.



     17.7 Terms. Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would so apply; and whenever
any words are used herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where they would so
apply.



     17.8 Captions. The captions of the articles, sections and paragraphs of this Plan are
for convenience only and shall not control or affect the meaning or construction of any of its
provisions.



     17.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be construed
and interpreted according to the internal laws of the State of Delaware without regard to its
conflicts of laws principles.



     17.10 Notice. Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or
certified mail, to the address below:


Commercial Vehicle Group, Inc.

Attn: Vice President — Human Resources

6530 West Campus Oval

New Albany, Ohio 43054




     Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail,
as of the date shown on the postmark on the receipt for registration or certification.



     Any notice or filing required or permitted to be given to a Participant under this Plan shall
be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the
Participant.



27









 





     17.11 Successors. The provisions of this Plan shall bind and inure to the benefit of
the Participant’s Employer and its successors and assigns and the Participant and the Participant’s
designated Beneficiaries.



     17.12 Spouse’s Interest. The interest in the benefits hereunder of a spouse of a
Participant who has predeceased the Participant shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not limited to such spouse’s
will, nor shall such interest pass under the laws of intestate succession.



     17.13 Validity. In case any provision of this Plan shall be illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal or invalid provision had never been
inserted herein.



     17.14 Incompetent. If the Committee determines in its discretion that a benefit under
this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of
handling the disposition of that person’s property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care and custody of such minor,
incompetent or incapable person. The Committee may require proof of minority, incompetence,
incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any
payment of a benefit shall be a payment for the account of the Participant and the Participant’s
Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.



     17.15 Domestic Relations Orders. If necessary to comply with a domestic relations
order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a
spouse or former spouse of a Participant has an interest in the Participant’s benefits under the
Plan, the Committee shall have the right to immediately distribute the spouse’s or former spouse’s
interest in the Participant’s benefits under the Plan to such spouse or former spouse.



     17.16 Distribution in the Event of Income Inclusion Under Code Section 409A. If any
portion of a Participant’s Account Balance under this Plan is required to be included in income by
the Participant prior to receipt due to a failure of this Plan to comply with the requirements of
Code Section 409A and related Treasury Regulations, the Committee may determine that such
Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the
portion of his or her Account Balance required to be included in income as a
result of the failure of the Plan to comply with the requirements of Code Section 409A and
related Treasury Regulations, or (ii) the unpaid vested Account Balance.



     17.17 Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates
that the Employer’s deduction with respect to any distribution from this Plan would be limited or
eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg.
§1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount
of any distribution from this Plan is deductible. Any amounts for which distribution is delayed
pursuant to this Section shall continue to be credited/debited with additional amounts in
accordance with Section 3.7. The delayed amounts (and any amounts credited thereon) shall be
distributed to the Participant (or his or her Beneficiary in the event of the Participant’s death)
at the earliest date the Employer reasonably anticipates that the deduction



28









 




of the payment of the
amount will not be limited or eliminated by application of Code Section 162(m). In the event that
such date is determined to be after a Participant’s Separation from Service and the Participant to
whom the payment relates is determined to be a Specified Employee, then to the extent deemed
necessary to comply with Treas. Reg. §1.409A-3(i)(2), the delayed payment shall not made before the
end of the six-month period following such Participant’s Separation from Service.




29









 





Commercial Vehicle Group, Inc.

Deferred Compensation Plan

Master Plan Document



IN WITNESS WHEREOF, the Company has signed this Plan document as of November 5, 2008.




	 	 	 	 	 
	 	Commercial Vehicle Group, Inc.

a Delaware corporation

 	 
	 	By:  	/s/ Chad M. Utrup
 	 
	 	Title:      CFO 
	 




30









 








Commercial Vehicle Group, Inc.

Deferred Compensation Plan

Master Plan Document




APPENDIX A




LIMITED TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE 
AVAILABLE IN ACCORDANCE WITH NOTICE 2007-86





     The capitalized terms below shall have the same meaning as provided in Article 1 of the Plan.


Opportunity to Make New (or Revise Existing) Distribution Elections. Notwithstanding the
required deadline for the submission of an initial distribution election under the terms of the
Plan, the Committee may, to the extent permitted by Notice 2007-86, provide a limited period in
which Participants may make new distribution elections, or revise existing distribution elections,
with respect to amounts subject to the terms of the Plan, by submitting an Election Form on or
before the deadline established by the Committee, which in no event shall be later than December
31, 2008. Any distribution election(s) made by a Participant, and accepted by the Committee, in
accordance with this Appendix A shall not be treated as a change in either the form or timing of a
Participant’s benefit payment for purposes of Code Section 409A or the Plan. If any distribution
election submitted by a Participant in accordance with this Appendix A either (a) relates to an
amount that would otherwise be paid to the Participant in 2008, or (b) would cause an amount to be
paid to the Participant in 2008, such election shall not be effective.