Form 8-K
8-K — Commercial Vehicle Group, Inc.
Accession: 0001628280-26-027992
Filed: 2026-04-28
Period: 2026-04-22
CIK: 0001290900
SIC: 3714 (MOTOR VEHICLE PARTS & ACCESSORIES)
Item: Entry into a Material Definitive Agreement
Item: Termination of a Material Definitive Agreement
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Financial Statements and Exhibits
Documents
8-K — cvgi-20260422.htm (Primary)
EX-10.1 (exhibit10-1cvgixjrrsurrend.htm)
EX-10.2 (exhibit10-2cvgixjrragrrete.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: cvgi-20260422.htm · Sequence: 1
cvgi-20260422
0001290900FALSE00012909002026-04-222026-04-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 22, 2026
Commercial Vehicle Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-34365 41-1990662
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7800 Walton Parkway, New Albany, Ohio
43054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 614-289-5360
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share CVGI The NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Information set forth herein under Item 5.02 is hereby incorporated by reference into this Item 1.01.
Item 1.02 Termination of a Material Definitive Agreement.
Information set forth herein under Item 5.02 is hereby incorporated by reference into this Item 1.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On June 10, 2025, the Compensation Committee (the “Committee”) of Commercial Vehicle Group, Inc. (the “Company”) granted 805,031 shares of restricted stock pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan (the “Plan”) to Mr. James Ray, the Company’s President and Chief Executive Officer. It came to the attention of the Committee that, in light of the significant fluctuation in the Company's stock price, the original grant to Mr. Ray exceeded the Plan share limitation by 85,031 shares. Effective April 22, 2026, Mr. Ray agreed to surrender and transfer to the Company for no consideration, all right, title and interest in and to 85,031 unvested shares of such restricted stock award so that the original grant will comply with the requirements of the Plan. A copy of the amended and restated restricted stock agreement to surrender such restricted stock award is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the material terms of such agreement is qualified in their entirety by reference to such exhibit.
On March 31, 2025, the Committee established the 2025 long term incentive plan for the Company’s named executive officers, pursuant to which the participants could earn awards based on the greater of either EBITDA performance or stock price performance over a three-year performance period. The 2025 long-term incentive plan for Mr. Ray provided that 50% of his award would be settled in cash (with threshold, target and maximum awards at $480,000, $960,000 and $1,920,000, respectively) and 50% of his award would be settled in stock (with threshold, target and maximum awards at $480,000, $960,000 and $1,920,000, respectively) if the performance measures are met. Due to limitations on the number of shares that can be granted under the Plan, the 2025 long-term incentive plan award to Mr. Ray that would be settled in stock (“Mr. Ray’s 2025 Performance Award Settled in Stock”) was cancelled, as of April 23, 2026, with Mr. Ray irrevocably forfeiting all rights, title and interest in Mr. Ray’s 2025 Performance Award Settled in Stock. The Committee will engage with Meridian Compensation Partners, the Committee’s compensation consultant, to evaluate alternative compensation approaches intended to reasonably compensate Mr. Ray for the cancelled award. The Company expects to reach agreement with Mr. Ray, prior to June 30, 2026, to replace the compensation foregone by Mr. Ray as a result of cancellation of his 2025 Performance Award Settled in Stock. Any replacement compensation arrangement, if agreed upon, will be disclosed in accordance with Securities and Exchange Commission rules, by amendment to this Current Report on Form 8-K. A copy of the termination of the stock award agreement is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein. The description of the material terms is qualified in their entirety by reference to such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
10.1
The amended and restated restricted stock agreement to surrender such restricted stock award between the Company and James Ray, dated April 22, 2026.
10.2
Termination of the Stock Award Agreement between the Company and James Ray, dated April 23, 2026.
104 Cover Page Interactive Data File (embedded in the cover page form)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMMERCIAL VEHICLE GROUP, INC.
April 28, 2026
By:
/s/ Aneezal H. Mohamed
Name:
Aneezal H. Mohamed
Title:
Chief Legal Officer
EX-10.1
EX-10.1
Filename: exhibit10-1cvgixjrrsurrend.htm · Sequence: 2
Document
EXHIBIT 10.1
AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT
THIS AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of April 22, 2026, between Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), and James R. Ray (“Grantee”).
WHEREAS, the Grantee is an employee of the Company;
WHEREAS, a grant (the “Original Grant”) of 805,031 restricted shares of Common Stock (as governed by the Company’s Amended and Restated 2020 Equity Incentive Plan (the “Plan”)) to the Grantee was approved by the Compensation Committee (the “Committee”) of the Board of Directors of the Company effective June 10, 2025 (the “Original Grant Date”), and, in connection therewith, the Company and the Grantee entered into a restricted stock agreement (the “Original Agreement”), and the shares of restricted stock covered by the Grant were issued to Grantee on June 10, 2025;
WHEREAS, the Plan includes, among other things, a limitation on the number of shares underlying awards granted under the Plan that may be granted in one calendar year to a participant of the Plan who is not a Non-Employee Director (as defined in the Plan) (the “Plan Share Limitation”);
WHEREAS, it has come to the attention of the Committee that, in light of the significant fluctuation in the Company’s stock price prior to and during the time of the Original Grant Date, the Original Grant to the Grantee exceeded the Plan Share Limitation by 85,031 shares;
WHEREAS, the Grantee has agreed to surrender and transfer to the Company all right, title and interest in and to 85,031 unvested shares of such restricted stock (the “Excess Share Surrender”) so that the Original Grant will comply with the requirements of the Plan;
WHEREAS, the Original Agreement provided that it may be amended with the prior written consent of the Company and the Grantee and pursuant to a written instrument executed by the Company and the Grantee; and
WHEREAS, the Grantee and Company have agreed to amend and restate the Original Agreement to reflect the Excess Share Surrender as follows.
NOW, THEREFORE, pursuant to the Plan, effective the Original Grant Date, the Company, upon the terms and conditions set forth in the Original Agreement, granted and issued to the Grantee 805,031 restricted shares of Common Stock, par value $.01 (“Common Stock”), of the Company (the “Original Restricted Shares”), and
the Grantee now hereby agrees, upon the terms and conditions set forth herein, and subject to the terms and conditions of the Plan and the terms and conditions of this Agreement to surrender and transfer to the Company all right, title and interest in and to 85,031 of unvested Restricted Shares (the “Excess Shares”) for no consideration effective as of April 22, 2026. The Original Restricted Shares minus the Excess Shares are referred to herein as the “Restricted Shares”. The Company and the Grantee hereby further agree that the grant of the Restricted Shares shall be subject to the terms and conditions of the Plan and the terms and conditions of this Agreement.
1.Definitions. All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Plan.
2.Issuance of Shares. In consideration of the Grantee’s service as an employee of the Company, the Restricted Shares were issued to the Grantee, upon payment to the Company by the Grantee of the aggregate par value thereof, and are fully paid and non-assessable shares represented by an electronic certificate or certificates issued in the name of the Grantee and endorsed with an appropriate legend referring to the restrictions hereinafter set forth.
3.Restrictions on Transfer of Shares. The Restricted Shares may not be sold, assigned, transferred, conveyed, pledged, exchanged or otherwise encumbered or disposed of (each, a “Transfer”) by the Grantee, except to the Company, unless and until they have become nonforfeitable as provided in Section 4 hereof. Any purported encumbrance or disposition in violation of the provisions of this Section 3 shall be void AB INITIO, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares. As and when permitted by the Plan, the Committee may in its sole discretion waive the restrictions on transferability with respect to all or a portion of the Restricted Shares. Notwithstanding the foregoing, Grantee may not Transfer Restricted Shares which have become nonforfeitable as provided in Section 4 hereof unless such Restricted Shares are registered pursuant to the Securities Act of 1933 (the “Securities Act”), are sold under Rule 144 promulgated under the Securities Act or unless the Company, after consultation with counsel, and its counsel agree with Grantee that such Transfer is not required to be registered under the Securities Act.
4.Vesting of Shares.
(a)Subject to paragraph Section 5 hereof, the Original Restricted Shares or the Restricted Shares, as applicable, shall vest and become nonforfeitable if the Grantee remains an employee of the Company through the vesting dates set forth below with respect to the percentage of the Original Restricted Shares or the Restricted Shares, as applicable, (in each case, rounded to the nearest whole share) set forth next to such date:
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Vesting Date
Percentage of Original Restricted Shares or Restricted Shares Vesting on such Vesting Date
March 31, 2026 33⅓% of the Original Restricted Shares (the “2026 Vested Shares”)
March 31, 2027 50% of the Restricted Shares minus the 2026 Vested Shares
March 31, 2028 All remaining Restricted Shares
(b)Notwithstanding the provisions of Section 4(a) above, in connection with a Change in Control, the provisions set forth in Section 13 of the Plan shall govern with respect to the acceleration of the vesting of the Restricted Shares.
(c)Notwithstanding the provisions of Section 4(a) above, the Committee may, in its sole discretion, vest or accelerate the vesting of the Restricted Shares at any time.
(d)If Grantee’s employment with the Company terminates (other than for Cause) on or after Grantee’s Rule of 66 Date, as defined below, then the Restricted Shares shall vest immediately, except that any shares granted less than 180 days prior to the termination date shall be forfeited. For this purpose, the “Rule of 66 Date” means the date that the sum of Grantee’s age plus total Service, as defined below, is equal to or greater than sixty-six (66), so long as Grantee’s age is equal to or greater than sixty (60). “Service” means the aggregate number of completed years of continued employment with the Company, as conclusively determined by the Company without regard to any later determinations or findings regarding Grantee’s employment status by any third party.
5.Forfeiture of Shares. If the Grantee ceases to be an employee of the Company due to death or Disability during any period of restriction, any non-vested Restricted Shares shall immediately vest and all restrictions on the Restricted Shares shall lapse and certificate(s) representing such Restricted Shares shall be delivered by the Company reasonably promptly upon a request by the Grantee. Subject to Section 4(d), above, if the Grantee ceases to be an employee of the Company for any other reason, any non-vested Restricted Shares shall be forfeited by the Grantee and the certificate(s) representing the non-vested portion of the Restricted Shares so forfeited shall be canceled.
6.Dividend, Voting and Other Rights. Except as otherwise provided in this Agreement, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive any dividends that may be paid thereto, provided, however, that any additional Common Stock or other securities that the Grantee may become entitled to receive pursuant to a stock dividend, stock split, recapitalization, combination of shares, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company shall be subject to the same risk of forfeiture, certificate delivery provisions and restrictions on transfer as the forfeitable Restricted Shares in respect of which they are issued or transferred and shall become Restricted Shares for the
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purposes of this Agreement, and provided further that, any dividend paid with respect to unvested Restricted Shares for which an election under Section 83(b) of the Code has not been made (i) constitutes compensation income subject to all applicable tax withholding and (ii) shall be paid on or about the Vesting Date for the underlying Restricted Shares, but in any event not later than the fifteenth (15th) day of the third month of the calendar year following the Vesting Date.
7.Retention of Stock Certificate(s) by the Company. The certificate(s) representing the Restricted Shares shall be held in custody by the Company, together with a stock power in the form of Exhibit A hereto which has previously been endorsed in blank by the Grantee and delivered to the Company, until such shares have become nonforfeitable in accordance with Section 4. Notwithstanding the foregoing, if the Grantee has attained his or her Rule of 66 Date, the certificate(s) representing the Restricted Shares shall be released to the Grantee within 30 days of the Vesting Date with respect to such shares, and the Vesting Date(s) shall be treated as fixed dates of distribution for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, if applicable to the Restricted Shares.
8.Compliance with Law. The Company shall make reasonable efforts to comply with all applicable federal and state securities laws, provided, however, notwithstanding any other provision of this Agreement, the Company shall not be obligated to issue or release from restrictions on transfer any Restricted Shares pursuant to this Agreement if such issuance or release would result in a violation of any such law.
9.Withholding Taxes. If the Company shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Restricted Shares or other securities pursuant to this Agreement, including any employment taxes (collectively, the “Tax Withholding Obligation”), and the amounts available to the Company for such withholding are insufficient, the Grantee shall pay the tax or make provisions that are satisfactory to the Company for the payment thereof. Unless Grantee elects to satisfy the Tax Withholding Obligation by an alternative means that is then permitted by the Company, Grantee’s acceptance of this Agreement constitutes Grantee’s instruction and authorization to the Company to withhold on Grantee’s behalf the number of Restricted Shares from those shares issuable to Grantee under this Agreement as the Company determines to be sufficient to satisfy the Tax Withholding Obligation as and when any such Tax Withholding Obligation becomes due. Restricted Shares so surrendered by the Grantee shall be credited against any such withholding obligation at the market value (determined with reference to the then current price of the Company’s Common Stock as quoted on The Nasdaq Global Select Market) per share of such Restricted Shares on the date of such surrender.
10.Conformity with Plan. The Agreement and the Restricted Shares granted pursuant hereto are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of this Agreement. By executing this Agreement, Grantee acknowledges and agrees to be bound by all of the terms of this Agreement and the Plan.
11.Amendments. The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and the Grantee.
12.Confidentiality.
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(a)Non-use and Non-Disclosure of Confidential Information. Grantee acknowledges that the Company and its subsidiaries continually develop Confidential Information (defined below), that the Grantee may develop Confidential Information for the Company or its subsidiaries during Grantee’s employment with the Company, and that Grantee may learn of Confidential Information during the course of such employment. Grantee will comply with the policies and procedures of the Company and its subsidiaries for protecting Confidential Information and shall never use or disclose to any Person (except as required by applicable law or for the proper performance of his or her duties and responsibilities to the Company and its subsidiaries), any Confidential Information obtained by Grantee incident to his or her employment or other association with the Company or any of its subsidiaries. Grantee agrees to only use the Company’s Confidential Information as necessary to perform his or her job during employment with the Company. Grantee understands that this restriction shall continue to apply after his or her employment terminates, regardless of the reason for such termination. All documents, records, tapes and other media of every kind and description relating to the business, present or otherwise, of the Company or its subsidiaries and any copies, in whole or in part, thereof (the “Documents”), whether or not prepared by Grantee, shall be the sole and exclusive property of the Company and its subsidiaries. Grantee shall safeguard all Documents and shall surrender to the Company at the time his or her employment terminates, or at such earlier time or times as the Company may specify, all Documents then in the Grantee’s possession or control.
(b)Definitions. For purposes of this Agreement, “Confidential Information” means any and all information of the Company and its subsidiaries that is not generally known by others with whom the Company or its subsidiaries compete or do business, or with whom they plan to compete or do business and any and all information which, if disclosed by the Company or its subsidiaries, would assist in competition against them. Confidential Information includes without limitation such information relating to (i) the development, research, testing, manufacturing, marketing and financial activities of the Company and its subsidiaries, (ii) the Company and its subsidiaries Products (defined below), (iii) the costs, sources of supply, financial performance and strategic plans of the Company and its subsidiaries, (iv) the identity and special needs of the customers of the Company and its subsidiaries and (v) the people and organizations with whom the Company and its subsidiaries have business relationships and those relationships. Confidential Information also includes any information that the Company or any of its subsidiaries have received, or may receive hereafter, from others which was received by the Company or any of its subsidiaries with any understanding, express or implied, that the information would not be disclosed. For purposes of this Agreement, “Products” means all products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its subsidiaries, together with all services provided or planned by the Company or any of its subsidiaries, during Grantee’s employment with the Company or any of its subsidiaries.
13.Restricted Activities. Grantee, as a condition to the Award and in consideration of Grantee’s continued employment by the Company and/or its subsidiaries, agrees that some restrictions on Grantee’s activities during and after his or her employment are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Company and its subsidiaries and agrees as follows:
(a)Noncompetition. For a period of time beginning on the date Grantee executed the Original Agreement and continuing for a period ending on the date which is one (1) year after Grantee’s employment terminates (the “Noncompetition Period”) Grantee shall not, whether as owner, partner, investor, consultant, agent, Grantee, co-venturer or otherwise, engage in, assist or have any active interest in a business that
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competes with the Company or any of its subsidiaries (“Competing Business Line”) or otherwise compete with the Company or any of its subsidiaries: (i) anywhere throughout the world; (ii) in North America; (iii) in the United States; and/or (iv) in those states of the United States in which the Company or any of its subsidiaries sells products or conducts business activities. Specifically, but without limiting the foregoing, Grantee agrees that during the Noncompetition Period, Grantee shall not: (A) undertake any planning for any business competitive with the Company or any of its subsidiaries; or (B) engage in any manner in any activity that is competitive with the business of the Company or any of its subsidiaries. For the purposes of this Section 4, Grantee’s undertaking shall encompass all items, products and services that may be used in substitution for Products.
(b)Conflict of Interest. During the Grantee’s employment with the Company, the Grantee shall devote all of the Grantee’s business time, energy, business judgment, knowledge and skill and the Grantee’s best efforts to the performance of the Grantee’s duties with the Company, provided that the foregoing shall not prevent the Grantee from (i) serving on the boards of directors of non-profit organizations and, with the prior written approval of the Board, other for profit companies, (ii) participating in charitable, civic, educational, professional, community or industry affairs, and (iii) managing the Grantee’s passive personal investments so long as such activities in the aggregate do not interfere or conflict with the Grantee’s duties hereunder or create a potential business or fiduciary conflict. Grantee further agrees to comply fully with all policies and practices of the Company as are from time to time in effect.
(c)Nonsolicitation. Grantee further agrees that while he or she is employed by the Company and during the Noncompetition Period, Grantee will not, (i) hire or attempt to hire any employee of the Company or any of its subsidiaries, (ii) hire or attempt to hire any independent contractor providing services to the Company or any of its subsidiaries, (iii) assist in hiring or any attempt to hire anyone identified in clauses (i) or (ii) of this sentence by any other Person, (iv) encourage any employee or independent contractor of the Company or any of its subsidiaries to terminate his or her relationship with the Company or any of its subsidiaries, or (v) solicit or encourage any customer or vendor of the Company or any of its subsidiaries to terminate or diminish its relationship with any of them, or, in the case of a customer, to conduct with any Person any competing business or activity. For purposes of Grantee’s obligations hereunder during that portion of the Noncompetition Period that follows termination of Grantee’s employment, employee, independent contractor, customer or vendor of the Company or any of its subsidiaries shall mean any Person who was such at any time during the six (6) months immediately preceding the date of the termination of Grantee’s employment.
(d)Enforceability. In the event that the one (1) year period stated above is held unenforceable by a court of competent jurisdiction due to its length, then the period shall be six (6) months or such other time as determined enforceable by such court.
14.Non-Inducement. Grantee will not directly or indirectly assist or encourage any person or entity in carrying out or conducting any activity that would be prohibited by this Agreement if such activity were carried out or conducted by Grantee.
15.Assignment of Rights to Intellectual Property. Grantee shall promptly and fully disclose all Intellectual Property (defined below) to the Company. Grantee hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) Grantee’s full right, title and interest in and to all Intellectual Property. Grantee agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without
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limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. Grantee will not charge the Company for time spent in complying with these obligations. All copyrightable works that Grantee creates shall be considered “work made for hire” and shall, upon creation, be owned exclusively by the Company. For purposes of this Section 8, “Intellectual Property” means inventions, discoveries, developments, methods, processes, compositions, works, concepts and ideas (whether or not patentable or copyrightable or constituting trade secrets) conceived, made, created, developed or reduced to practice by Grantee (whether alone or with others and whether or not during normal business hours or on or off the premises of the Company or any of its subsidiaries) during Grantee’s employment with the Company or any of its subsidiaries (including prior to the Effective Date if applicable) that relate to either the Products or any prospective activity of the Company or any of its subsidiaries or that make use of Confidential Information or any of the equipment or facilities of the Company or any of its subsidiaries.
16.Consideration and Acknowledgments. Grantee acknowledges and agrees that the covenants described in Sections 12 through 15 of this Agreement are essential terms, and the underlying Award would not be provided by the Company in the absence of these covenants. Grantee further acknowledges that these covenants are supported by adequate consideration as set forth in this Agreement, that full compliance with these covenants will not prevent Grantee from earning a livelihood following the termination of his or her employment, and that these covenants do not place undue restraint on Grantee and are not in conflict with any public interest. Grantee acknowledges that (i) Grantee has had access to Company’s trade secrets and Confidential Information at the highest levels, including without limitation manufacturing and marketing strategy, customer strategy and lists, technical know-how, product and process research and development, and business plans, (ii) Grantee has had access to Confidential Information regarding and has been privy to discussions and strategy sessions at the highest levels of the Company regarding all aspects, business lines and product segments of the Company, and (iii) that these trade secrets and Confidential Information would inevitably be disclosed were Grantee to work for a competitor. Grantee further acknowledges and agrees that Grantee fully understands these covenants, has had full and complete opportunity to discuss and resolve any ambiguities or uncertainties regarding these covenants before signing this Agreement, that these covenants are reasonable and enforceable in every respect, and has voluntarily agreed to comply with these covenants for their stated term. Grantee agrees that in the event he or she is offered employment with a competing business at any time in the future, Grantee shall immediately notify the competing business of the existence of the covenants set forth above.
17.Severability. In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.
18.Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee and the successors and assigns of the Company.
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19.Notices. Any notice to the Company provided for herein shall be in writing to the attention of the Secretary of the Company at Commercial Vehicle Group, Inc., 7800 Walton Parkway, New Albany, Ohio 43504, and any notice to the Grantee shall be addressed to the Grantee at his or her address currently on file with the Company. Except as otherwise provided herein, any written notice shall be deemed to be duly given if and when hand delivered, or five business days after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business days after having been sent by a nationally recognized overnight courier service, addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by written notice to the other party as herein specified, except that notices of changes of address shall be effective only upon receipt.
20.No Right to Continued Employment or Service. Nothing in this Agreement shall confer upon the Grantee any right to continued employment or other service with the Company or its Subsidiaries, or to interfere in any way with the right of the Company or its Subsidiaries to terminate the Grantee’s employment or other service at any time and for any reason (or no reason).
21.Entire Agreement. This Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. This Agreement may be amended or modified only by a written instrument executed by the Company and the Grantee.
22.Governing Law. The laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof, shall govern the interpretation, performance and enforcement of this Agreement.
23.Surrender of Excess Shares and Related Stock Power. Grantee hereby surrenders, transfers and assigns all right, title and interest in and to the Excess Shares, standing in his name, to the Company for no consideration and hereby irrevocably constitutes and appoints Aneezal Mohamed, the Chief Legal Officer of the Company, as attorney to transfer the said Excess Shares on the books of the Company with full power of substitution in the premises.
* * * * *
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IN WITNESS WHEREOF, this Agreement is effective as of the date set forth above.
COMMERCIAL VEHICLE GROUP, INC.
By: /s/ Aneezal Mohamed
Name: Aneezal Mohamed
Title Chief Legal Officer
ACKNOWLEDGED AND AGREED:
/s/ James Ray
Employee Name James Ray_________
Grantee
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EXHIBIT A
FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED, _________________, hereby sells, assigns and transfers unto _________________________________, ____ shares of the Common Stock, par value $0.01 per share, of Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”) standing in its name on the books of said Company represented by Certificate Number ____, and does hereby irrevocably constitute and appoint ________________ as attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.
Date: ___________________
Employee Name
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EX-10.2
EX-10.2
Filename: exhibit10-2cvgixjrragrrete.htm · Sequence: 3
Document
Exhibit 10.2
COMMERCIAL VEHICLE GROUP, INC.
2020 EQUITY INCENTIVE PLAN
TERMINATION OF
PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENT
BASED ON EBITDA AND STOCK PRICE
This Termination of Performance -Based Restricted Stock Award Agreement Based on EBITDA and Stock Price (“Agreement”) is entered into by and between James R. Ray (“Grantee”) and Commercial Vehicle Group, Inc. (the “Company”) effective as of April 23, 2026.
WHEREAS, Grantee, the Company’s Chief Executive Officer, and the Company entered into (i) that certain Performance-Based Restricted Stock Award Agreement Based on EBITDA and Stock Price Agreement (the “Stock Award Agreement”), and (ii) that certain Performance-Based Restricted Cash Award Agreement Based on EBITDA and Stock Price Agreement (the “Cash Award Agreement” and, together with the Stock Award Agreement, collectively, the “Original PSU Agreements”), each effective as March 31, 2025;
WHEREAS, in light of certain restrictions under the 2020 Amended and Restated Equity Incentive Plan (the “Plan”) of the Company, the Grantee and the Company desire to terminate the Stock Award Agreement.
NOW, THEREFORE, the Grantee and the Company hereby agree as follows:
1.The Stock Award Agreement is hereby terminated and cancelled. Grantee hereby irrevocably forfeits all rights, title and interest in and to such Stock Award Agreement and any stock that may have been issuable thereunder.
2.Promptly following execution of this Agreement, the Compensation Committee (the “Committee”) of the Company’s Board of Directors will engage with Meridian Compensation Partners, the Committee’s compensation consultant, to evaluate alternative compensation approaches intended to reasonably compensate Grantee for the cancelled award represented by the Stock Award Agreement.
3.The Company will use reasonable good faith efforts to identify an alternative compensation approach acceptable to the Company and to Grantee to replace the compensation foregone by Grantee as a result of the cancellation of the award represented by the Stock Award Agreement and to enter into an agreement with respect to such alternative compensation on or prior to June 30, 2026.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
4.Agreement shall be governed by, and construed under and in accordance with, the internal laws of the State of Delaware, without reference to rules relating to conflicts of laws.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above written.
COMPANY:
Commercial Vehicle Group, Inc.
By: /s/ Aneezal Mohamed
Title: Chief Legal Officer
GRANTEE:
_/s/ James Ray
James R. Ray
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