COMMERCIAL VEHICLE GROUP,
INC.
First Amendment to Change in Control & Non-Competition
Agreement
WHEREAS, on
May 22, 2007, Commercial Vehicle Group, Inc. (the “
Company ”), and Kevin R. L. Frailey (the “
Executive ”) entered into a Change in Control &
Non-Competition Agreement (the “ Agreement ”);
and
WHEREAS, the
Company and the Executive now wish to 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 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 twelve
(12) 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 :
Section 9(e)(vi) is hereby amended by adding the following new
sentence at the end of such section to read in full as
follows:
1
“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 shall be interpreted
to be in compliance therewith. To the extent that any
pro
