Performance Award Agreement (performance shares) between Harold C. Bevis and Commercial Vehicle Group, Inc. dated as of January 6, 2021

3.Vesting and Forfeiture. Subject to acceleration of vesting pursuant to the terms of the Grantee’s employment agreement with the Company dated September 9, 2020 (the “Employment Agreement”), the Performance Shares are subject to both performance vesting conditions and service vesting conditions as follows. The

Performance Shares will be subject to three performance periods (each a “Performance Period”). The first Performance Period will be from March 24, 2020 to March 23, 2021. The second Performance Period will be from March 24, 2020 to March 23, 2022. The third Performance Period will be from March 24, 2020 to March 23, 2023. The number of shares of Common Stock that may be issued to the Grantee in settlement of the Performance Shares (“Earned Shares”) for each Performance Period is the percentage (ranging from 0% to 200%) multiplied by one-third of the number of Performance Shares granted herein as determined in the table below based on the Company’s total shareholder return (“TSR”) during the applicable Performance Period relative to the TSR of the Company’s peer group identified in Exhibit 1 over the applicable Performance Period. If any member of the peer group files for bankruptcy, such member shall be moved to the bottom of the peer group. Additionally, if any member of the peer group ceases to have publicly traded common stock prior to the end of the applicable Performance Period or if in the discretion of the Compensation Committee a member of the peer group should be removed as a member of the peer group due to a merger, consolidation, split-up, or spin-off prior to the end of the applicable Performance Period, the Compensation Committee shall add a new member to the peer group that is similar to the member that is removed in order to maintain a minimum of fifteen companies in the peer group during every Performance Period.

Thus, for avoidance of doubt, if the Company’s TSR ranking relative to its peer group during the applicable Performance Period is in the top quartile, the Earned Shares that may be issued to the Grantee (subject to satisfaction of the service vesting conditions) for that Performance Period will be 123,456 shares of Common Stock.

The Grantee will vest in the Earned Shares for each Performance Period on March 23, 2021, March 23, 2022 and March 23, 2023 (each a “Vesting Date”), provided that the Grantee remain in continuous service as an employee or director of the Company through the applicable Vesting Date. Except as provided herein, if the Grantee ceases to be an employee or director of the Company prior to any Vesting Date, the remaining unvested Performance Shares shall be immediately forfeited. Notwithstanding the foregoing, the Grantee will vest in the remaining portion of the Performance Shares (determined assuming maximum performance (200%) for any Performance Period not yet completed) upon the Grantee’s termination of employment due to (i) the Grantee’s death, Disability, Retirement or resignation for Good Reason

(each as defined in the Employment Agreement) or (ii) by the Company without Cause (as defined in the Employment Agreement).

Notwithstanding the provisions of Section 3 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 Performance Shares.

        IN WITNESS WHEREOF, this Agreement is effective as of the date set forth above.

By:    /s/ Laura Macias                

Name: Laura L. Macias

Title __Chief Human Resources Officer