Offer Letter of Christopher Bohnert

EX-10.1 2 ex10-1cbohnertofferlet.htm EX-10.1 Document



Exhibit 10.1


    October 5, 2020


Mr. Christopher Bohnert


Via Email: chris_bohnert@hotmail.com

Dear Chris:

On behalf of Commercial Vehicle Group, I am pleased to confirm the following terms of your employment. This offer is consistent with our discussions and supersedes any previous offers of employment, whether verbal or written:

Job Title:Chief Financial Officer & Chief Accounting Officer. This position is based in our New Albany, Ohio headquarters facility.
Start or Effective Date:Monday, October 19, 2019 or a mutually agreeable alternative date.
Reports To:Harold Bevis, President and Chief Executive Officer
Salary:$400,000, annualized. This is a salaried exempt position as defined by the Fair Labor Standards Act.
Performance Review:
Annually, in the first quarter. Increases are considered at this time each year but are not guaranteed.
Management Performance Bonus:
You will be eligible for a discretionary annual incentive award targeted at 65% of your base salary. The current AIP metrics are exclusively financial in nature and are tied to Incremental Net Sales, Operating Profit Margin and Operating Working Capital as a Percent of Sales. Annual payouts may range from 0% - 200% depending on performance versus plan. You will be eligible to participate in the Annual Incentive Plan as of the 2021 Plan Year.
Signing Incentives
In connection with the walk-away value of your current near term compensation incentives, you will receive signing incentives valued at $400,000. Such incentives will be denominated in the form of an initial vested stock grant valued at $250,000 on or about November 2, 2020; and a second vested stock grant valued at $150,000 on or about March 15, 2021.
The stock price used to determine the number of shares issued will be the average of the closing price of CVGI shares for 20 trading days leading up to the grant dates for each of the awards.
The initial value of these incentives is recoverable if you resign or are terminated for cause within 18 months of the grant. The amount recoverable will be equal to 1/18th of the award value for each full month left in the repayment window at the time of separation.
Vacation:
Four (4) weeks of vacation per calendar year, accrued at a rate of 13.33 hours per month, pro-rated for 2020 based on your start date. Vacation is earned and must be used within each calendar year.
Personal Days:Three paid personal days per calendar year, pro-rated to one for 2020 based on your fourth quarter start date.
7800 Walton Parkway New Albany, OH 43054 614 ###-###-####

Long Term Incentives:
You will be eligible for all long term incentive awards for which similarly situated executives are generally eligible. The target award and award design is determined annually by the Compensation Committee of the Board of Directors and has historically included a restricted share component which vests ratably over a three year period, and a three year cliff vested cash-based performance component historically based on relative total shareholder return versus a published peer group, with payouts ranging from 0% to 200% based on performance relative to the peer group.

Target awards are subject to annual review and approval by the Compensation Committee of the Board of Directors but will be no less than 90% of your base salary each calendar year.
Holidays:
Ten, paid in accordance with annual observation calendar.
Relocation:
The Company will support your relocation to the Central Ohio area by paying or reimbursing customary and reasonable charges associated with the sale or purchase of a home and the transfer of your household goods, up to $135,000. Costs in excess of the target budget will be considered but will be subject to specific review and approval as overruns are incurred. Relocation services may be provided by SIRVA on behalf of CVG depending on the complexity of your move.
All eligible expenses must be incurred and submitted within 12 months of your hire date in order to be eligible for reimbursement. Relocation expenses paid or reimbursed by the Company are recoverable if you resign or are terminated for cause within 18 months of your final relocation payment. The amount recoverable will be equal to 1/18th of the reimbursement for each full month left in the repayment window at the time of separation.
Health Insurance:
Hospital/Surgical/Medical insurance is available for you and your eligible dependents. Coverage is effective the first of the month following your date of hire. A pre-tax premium contribution will apply, based on the type of coverage you select and your family status.
Dental Insurance:
Dental insurance is available for you and your eligible dependents. Coverage is effective on the first of the month following your date of hire. A pre-tax premium contribution will apply, based on the type of coverage you select.
Vision Insurance:Vision insurance is available for you and your eligible dependents. Coverage is effective on the first of the month. A pre-tax premium contribution will apply, based on the type of coverage you select.
Group Life Insurance:Coverage equal to $750,000 is provided at no cost to you and no medical exam is required. CVG also offers a supplemental and dependent life insurance coverage that can be purchased at group rates at your expense. In some instances, evidence of insurability is required for supplemental coverage.

Short Term Disability:

Effective for qualifying events occurring after 180 days of employment, this plan provides the first two weeks of an eligible disability at full salary and then an additional twenty-four weeks at 60% of base salary.
Long Term Disability:Long term disability coverage takes effect following the exhaustion of your short term disability coverage as a source of long term wage replacement resulting from a covered injury or illness. 
Conditional:
Employment is contingent upon successfully passing a drug screen and background check.
Employment Eligibility:
This offer and continued employment is contingent upon your eligibility to work in the United States under the provisions of the Immigration Reform and Control Act of 1986, and providing the necessary documents to establish identity and employment eligibility to satisfactorily complete U.S. Citizenship and Immigration Services’ Form I-9.
7800 Walton Parkway New Albany, OH 43054 614 ###-###-####

Restrictive Covenants
 You are subject to a key employee stock ownership requirement equal to three (3) times your base salary. Covered executives are not eligible to sell CVGI shares until they have achieved the required hold limit, except that the forfeiture of shares for purposes of satisfying income tax liability associated with vesting shares is permitted regardless of progress against the hold limit.
You are also subject to a twelve month non-competition, non-solicitation covenant as described in your Change in Control Agreement.
401(k) Savings Plan:All employees over the age of eighteen years become eligible for enrollment on the first day of the month following 30 days of service. New employees are automatically enrolled in the CVG 401(k) Plan, unless they specifically opt out. The Company historically matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. All matching dollars vest immediately under the Plan. Note that as a result of the short term economic conditions resulting from the COVID-19 crisis, the Company temporarily suspended matching dollars under the plan. This match will be fully restored as of the January 8, 2021 pay date.

Please sign below and return this letter to me to confirm your acceptance of this offer. If you have any questions, please feel free to contact me directly at ###-###-####. If not, please sign this letter and return it as soon as possible. On behalf of Harold Bevis and all of us at Commercial Vehicle Group, I look forward to welcoming you to the CVG team.

Sincerely,

/s/ Laura Macias
Laura L. Macias
Chief Human Resources Officer



    /s/ Christopher Bohnert__________________________________________October 2, 2020
             Accepted and acknowledged by: Christopher Bohnert            Date



cc: Compensation & Benefits
Bo Herbst, Heidrick & Struggles
7800 Walton Parkway New Albany, OH 43054 614 ###-###-####