COMMERCIAL VEHICLE GROUP,
INC.
‘First Amendment to Change
in Control & Non-Competition Agreement’
WHEREAS,
on April 5, 2006, Commercial Vehicle Group, Inc. (the “
Company ”), and Mervin Dunn (the “
Executive ”) entered into a Change in Control &
Non-Competition Agreement (the “ Agreement ”);
and
WHEREAS,
the Company and the Executive now wish to further amend the
Agreement to comply with the requirements of Section 409A of
the Internal Revenue Code of 1986, as amended, and the treasury
regulations and other official guidance promulgated thereunder in
accordance with the provisions of Section 16 of the
Agreement.
NOW,
THEREFORE, in consideration of the foregoing, of the mutual
promises contained herein and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree to amend the
Agreement as set forth herein.
FIRST :
The last sentence of Section 3(b) of the Agreement is hereby
amended by adding the following language at the end of such last
sentence:
“, but,
in no event, following the expiration date of the term of such
stock options.”
SECOND :
The first sentence of Section 9(d) of the Agreement is hereby
amended to read as follows (new language appears in
italics):
“In the
event of an Employment Separation as a result of termination by the
Company without Cause, the Company will pay you the earned but
unpaid portion of your Basic Salary through the termination date
and will continue to pay you your Basic Salary in accordance
with the Company’s payroll practices in effect at the time of
the Employment Separation for an additional twenty-four
(24) months (the “Severance Period”);. .
.”
THIRD :
Section 9(e)(v) of the Agreement is hereby amended to add a
new last sentence thereto to read as follows:
“Notwithstanding the foregoing, an event
shall not be treated as a “Change in Control” hereunder
unless such event also constitutes a change in the ownership or
effective control of a corporation, or a change in the ownership of
a substantial portion of the assets of a corporation pursuant to
the Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and the treasury regulations and
other official guidance promulgated thereunder (collectively,
“Code Section 409A”).”
FOURTH : A
new last sentence shall be added to Section 9(e)(vi) of the
Agreement, which shall read as follows:
“The
Company shall pay the Executive the Gross-Up Payment, to the extent
it becomes payable hereunder, no later than the last day of the
calendar year following the year in which the Excise Tax, if any,
is remitted to the Internal Revenue Service.”
FIFTH :
The Agreement is hereby amended by adding a new Section 18 of
the Agreement to read in full as follows:
“ 18.
Code Section 409A Compliance .
“(a) The
intent of the parties is that payments and benefits under this
Agreement comply with Code Section 409A and, accordingly, to
the maximum extent permitted, this Agreement sh
