COMMERCIAL VEHICLE GROUP, INC. (NASDAQ:CVGI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On September 9, 2020, Commercial Vehicle Group, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Mr. Harold C. Bevis, the Company’s President and Chief Executive Officer. to the employment agreement, the initial term of Mr. Bevis’ Employment Agreement is three years from March 23, 2020 (the “Effective Date”). On each anniversary of the Effective Date following the expiration of the initial term, the Employment Agreement will be automatically extended for successive one-year periods, provided that either party may elect to not extend the Employment Agreement by providing written notice to the other party at least 90 days prior to any such anniversary date. to the Employment Agreement, Mr. Bevis receives a base salary of $500,000, which will be subject to annual review and upward adjustment, and an annual bonus under the Company’s annual bonus plan as may be in effect from time to time based on a target bonus opportunity of at least 50% of Mr. Bevis’ base salary. For the 2020 plan year, Mr. Bevis will receive a guaranteed minimum annual bonus of no less than $375,000. Mr. Bevis’ Base Salary has been temporarily reduced by 20% to broad based salary reductions for the entire management team due to Covid-19. The temporary reduction of the Mr. Bevis’ Base Salary shall terminate when the temporary base salary reductions applicable to the management team are terminated.
In 2020, Mr. Bevis shall be eligible, to the terms of the Company’s long-term incentive plan, to receive additional discretionary annual incentive awards with a target of $1,800,000 on terms to be determined by the compensation committee (the “Committee”) of the Board of Directors, distributed as follows:
1.25%, or $450,000, in the form of time vested restricted stock as granted on April 3, 2020, with vesting in three equal annual installments over a three year period on December 31, 2020, 2021 and 2022;
2.25%, or $450,000, will be issued in the form of performance shares tied to relative performance of Total Shareholder Return (TSR) as compared to the established peer group. The performance shares will be settled in CVGI stock in three annual installments over a three year period on March 23 of every year, with a payout that may range from 0% to 200% based on performance;
3.25%, or $450,000, will be issued in the form of restricted cash tied to relative performance of TSR as compared to the established peer group in three annual installments over a three year period on March 23 of every year. Payouts may range from 0% to 200% based on performance; and
4.25%, or $450,000, will be in the form of a strategic two year discretionary cash award tied to the completion of agreed upon goals and objectives and payable on March 23, 2022. The payout may range from 0% to 300% based on performance.
For 2021 and beyond, during the term of the Employment Agreement, Mr. Bevis shall be eligible, to the terms of the Company’s long-term incentive plan, to receive discretionary annual incentive awards with a target of $1,800,000 (as may be adjusted upward from time to time) on terms to be determined by the Committee. The terms and conditions of such awards shall be no less favorable than those awards granted to similarly situated executive officers of the Company.
During the term of his employment, Mr. Bevis is entitled to participate in any employee benefit plan that the Company has adopted or may adopt for the benefit of its employees generally, subject to satisfying applicable eligibility requirements, including the Commercial Vehicle Group, Inc. Deferred Compensation Plan.
The Employment Agreement provides for certain payouts to Mr. Bevis and accelerated vesting of certain awards in the event Mr. Bevis’ employment is terminated on account of his death, disability, retirement, without cause or for good reason with specific treatment.
The foregoing description of the terms of the Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
|Employment Agreement between Harold C. Bevis and Commercial Vehicle Group, Inc. |Commercial Vehicle Group, Inc. Exhibit
EX-10.1 2 ex101bevisemploymentag.htm EX-10.1 DocumentExhibit 10.1 COMMERCIAL VEHICLE GROUP,…
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About COMMERCIAL VEHICLE GROUP, INC. (NASDAQ:CVGI)
Commercial Vehicle Group, Inc. is a supplier of a range of cab-related products and systems. The Company operates through two segments: the Global Truck and Bus Segment (GTB Segment) and the Global Construction and Agriculture Segment (GCA Segment). The GTB Segment manufactures and sells products, which include Seats, Trim, sleeper boxes, cab structures, structural components and body panels, and mirrors and wiper systems. The GCA Segment manufactures and sells the products, which include Electronic wire harness assemblies and Seats, Wiper systems, Office seating, and Aftermarket seats and components. It supplies products for the commercial vehicle market, including the medium-and heavy-duty truck market, the medium-and heavy-construction vehicle market, and the military, bus, agriculture, mining, industrial equipment and off-road recreational markets. It has manufacturing operations in the United States, Mexico, the United Kingdom, Czech Republic, Ukraine, China, India and Australia.
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