Offer Letter of Angie M. O'Leary

Performance Review:

Management Performance Bonus:

Signing Incentives

Vacation:

Annually, in the first quarter. Increases are considered at this time each year but are not guaranteed.

You will be eligible for a discretionary annual incentive award targeted at 35% 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.

For the plan year 2020 only, you will be eligible for a guaranteed payout equal to 50% of target, or $42,000, payable in March 2021.

In connection with the walk-away value of your current guaranteed AIP, you will receive a one-time, taxable cash bonus of $30,000, payable on December 24, 2020.

You will also receive restricted shares valued at $50,000. These shares will be issued on or about December 14, 2020 based on the closing price of CVGI shares as of December 11, 2020. Shares will vest ratably on December 31 of 2021, 2022 and 2023.

The cash signing incentive, and the guaranteed 2020 AIP payment, are recoverable if you resign or are terminated for cause within 12 months of hire. The amount recoverable will be equal to 1/12th of the award value for each full month left in the repayment window at the time of separation.

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:

Long Term Incentives:

Holidays:

Three paid personal days per calendar year as of the 2021 calendar year.

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.

LTI award designs and targets are subject to annual review and approval by the Compensation Committee of the Board of Directors but will be no less than 50% of your base salary each calendar year.

Ten, paid in accordance with annual observation calendar.

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 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.

Employment is contingent upon successfully passing a drug screen and background check.

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.

You will receive a Change in Control Agreement that provides for a minimum of six months of severance for a number of Not-For-Cause separation scenarios.

You are subject to a key employee stock ownership requirement equal to two (2) 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.