Attached files
| file | filename |
|---|---|
| 10-Q - 10-Q - Commercial Vehicle Group, Inc. | cvgi331201710-q.htm |
| EX-32.2 - EXHIBIT 32.2 - Commercial Vehicle Group, Inc. | q12017exhibit322.htm |
| EX-32.1 - EXHIBIT 32.1 - Commercial Vehicle Group, Inc. | q12017exhibit321.htm |
| EX-31.2 - EXHIBIT 31.2 - Commercial Vehicle Group, Inc. | q12017exhibit312.htm |
| EX-31.1 - EXHIBIT 31.1 - Commercial Vehicle Group, Inc. | q12017exhibit311.htm |
Exhibit 10.1
Annual Incentive Plan
2017
The CVG 2017 Annual Incentive Plan period will be one year, coinciding with the Company’s fiscal year.
The performance measures are exclusively financial in nature and will include revenues, operating profit
margin and operating profit after return on average invested capital (ROAIC).
Participant calculations are based on enterprise wide results to promote high level collaboration
between business units.
2017 Annual Incentive Plan Metrics and Weighting
All
Participants
Net Sales OP Margin ROAIC TOTAL
100%
20% 60% 20%
2017 Annual Incentive Plan Performance Payouts – Net Sales & ROAIC
Below Threshold
Threshold Performance
Target Performance (Plan)
Superior/Maximum Performance
No Payout
25% Payout
100% Payout
200% Payout
2017 Annual Incentive Plan Performance Payouts – OP Margin
Below Threshold
Threshold Performance
Target Performance (Plan)
Superior/Maximum Performance
No Payout
0% Payout
100% Payout
200% Payout
Exhibit 10.1
Annual Incentive Plan
2017
Payouts for threshold, target and maximum performance are detailed above. For 2017, the Company
has also established intermediate goals above and below target. Performance between any point will
be calculated using interpolation.
Participation
New hires selected to participate in the 2017 Annual Incentive Plan will be eligible to participate in the
first year of employment with the first year’s award pro-rated based on the number of complete
calendar months worked in the plan year, unless otherwise indicated at hire.
Plan Payout Approach
Awards under the 2017 Annual Incentive Plan shall be paid as wages as a separate line item, or via
separate check through the normal payroll process. All awards paid under the 2017 Plan shall be subject
to applicable tax withholding requirements. Participants must be actively employed on the date of
payout to receive an award payment. Participants who are terminated for any reason prior to the
payout date will forfeit their calculated award. The disposition of individual questions, disputes or
exceptions will be determined by the Chief Financial Officer and Chief Executive Officer. Any inquiry or
dispute regarding the Plan, or payments under the 2017 Plan, must be directed in writing to the Chief
Human Resources Officer.
Administration
The 2017 Annual Incentive Plan will be administered by the Compensation Committee of the Board of
Directors, with support from the Chief Human Resources Officer and the Chief Financial Officer of
Commercial Vehicle Group, Inc. The Compensation Committee has the discretion to review, modify and
approve the calculation of the annual performance goals and determine the amount of any bonuses
payable under the 2017 Annual Incentive Plan for the sole purpose of ensuring that the incentive
payments are calculated with the same intentions in which the targets have been set for the current
year, including making adjustments to eliminate the effects of restructuring and other (income)
expenses not foreseen at the time the 2017 Annual Incentive Plan was established, which may include:
Significant changes in accounting policies
Third party costs associated with non-integration, merger & acquisition expense
Early extinguishment of debt
Significant gains or losses on the unplanned sale of a business segment or property
Restructuring costs associated with workforce reductions
Significant asset impairment charges, excluding reserves made in the normal course of business
Benefits or expenses associated with significant changes in deferred taxes
FX moves against US currency
Unusual material legal settlements, exclusive of defense or litigation costs
Exhibit 10.1
Annual Incentive Plan
2017
In addition, the Compensation Committee has the discretion to increase or decrease the payouts based
on significant differences in individual performance of each of the executive officers or other Plan
participants.
The existence of a plan does not guarantee a payment under the Plan and CVG reserves the right to
amend or eliminate the Plan at any time. Participation in the Plan is not a guarantee of the right to
participate in the Plan in future years. Participants must continue to satisfy the requirements of the
Program to participate. Participants shall also be subject to all applicable conduct and performance
standards including, without limitation, the Company’s Code of Ethics, at all times while performing
transactions for which awards are payable hereunder. The Chief Executive Officer may cancel an award
related to, or in recognition of, a particular transaction if the Company discovers that the Participant to
whom the award is owed has violated any of the above conditions. If the Company discovers such a
violation after it has paid an award, the Company reserves the right to pursue any means allowed by law
to recover the amount of such an award.
Payments will be calculated under the Plan utilizing the published metrics. Calculated payments will be
presented to the Compensation Committee for review and approval prior to payment.
General
The Annual Incentive Plan, participation hereunder, and/or receipt of an award shall neither create nor
constitute a contract of employment. Neither the Plan nor participation hereunder shall guarantee
future employment for any period of time. Participants remain employees at will, and either the
Company or a Participant may terminate the Participant’s employment at any time for any reason.
Payments under the 2017 Annual Incentive Plan will not be taken into account for purposes of
calculating a Participant’s benefits under any of the Company’s other employee benefit plans or
arrangements unless otherwise expressly and specifically provided in such benefit plan or arrangement.
The 2017 Annual Incentive Plan is unfunded and a Participant’s rights under the 2017 Plan will be
equivalent to that of an unsecured general credit of the Company. The 2017 Annual Incentive Plan is
intended to be exempt from Internal Revenue Code section 409A and will be administered accordingly.