Document

本《分離協議》（以下簡稱「協議」）旨在明確雙方的理解和共同意圖，促進您與公司（以下簡稱「公司」）之間的友好分離。該協議代表商用車輛集團公司以及商用車輛集團公司直接或間接擁有的所有子公司和關聯公司，以及所有過去和現在的高管、董事、僱員、代理人（無論個人還是公務職責）、母公司、子公司、前任、合作伙伴、成員、附屬公司、主體、保險人，以及由上述實體贊助的所有僱員福利計劃（和此類計劃的受託人）的利益所在（統稱爲「公司」）。請仔細閱讀本文件，因爲它將概述我們達成的所有協議條款。

和/或您在公司的角色。您還同意不會發表任何與公司或任何與公司有關的人員相關的負面、虛假、批評性、貶低性評論，或可能損害公司業務的言論。此外，您同意不會詆譭或發表負面言論關於公司或其任何相關人員（除了根據法律要求或允許的情況，如在EEOC或州FEP機構的程序中提起指控或參與）。

b.CVG業務信息我們意識到公司向您披露了機密的業務和/或客戶信息（「機密信息」）。此類機密信息包括有關公司及其正常業務操作的信息，如業務計劃和財務信息；員工和客戶信息（包括但不限於您或其他人在您任職期間開發的公司客戶）；技術和營銷計劃、記錄、數據系統、軟件、操作方法、定價、供應商和客戶名單和信息；公司使用或開發的所有流程、發展、技術、程序和思想；以及除非公司另有公開披露，否則作爲一種做法應視爲機密信息的任何其他信息。您明白並同意，在任何時候您：(i) 應將此類信息保密；(ii) 不得向任何第三方披露或傳達任何此類機密信息；以及(iii) 不得代表自己或代表任何第三方使用任何機密信息，根據本協議和CIC協議。

7.未來合作您同意在任何與您的就業有關的事項上配合公司的業務利益；就您在職期間涉及的工作主題提供信息以配合合理的信息請求；配合順利將您的工作職責轉移給接替者；在公司認爲需要您的配合的任何索賠、調查或訴訟中如實提供信息。公司將就您提供書面請求配合所發生的合理和慣例費用進行報銷。除非法律禁止，如果您收到傳票或文件請求，您將立即通知公司並向公司提供任何相關文件的副本。

iii.Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the voting stock of any publicly held corporation, shall not be in violation of this Agreement.

c.The covenants contained in this Section 8 shall be construed as independent of any other provisions or covenants, and the existence of any claim or cause of action by you against the Company, whether predicated on this Agreement or otherwise, or the actions of the Company with respect to enforcement of similar restrictions as to other employees, shall not constitute a defense to the enforcement by the Company of the covenants.

You acknowledge and agree that the Company has invested great time, effort and expense in its business and reputation, and that the services performed by you, and the information divulged to you, are unique and extraordinary, and you agree that the Company shall be entitled, upon a breach of this Section of this Agreement, to injunctive relief against such activities, or any other remedies available to the Company at law or equity. If you shall have breached any of the provisions of this Agreement, and if the Company shall bring legal action for injunctive relief, such relief shall, at a minimum, have the duration specified in this Agreement, commencing from the date such relief is granted, but reduced only by the period of time elapsed between the termination date and your first breach of this Agreement. The obligations contained in this Agreement shall survive the termination of the employment relationship. Any specific right or remedy of the Company set forth in this Agreement, legal, equitable or otherwise, shall not be exclusive, but shall be cumulative upon all other rights and remedies set forth herein, or allowed or allowable by this Agreement, the CIC Agreement or by law. The failure of the Company to enforce any of the provisions of this Agreement, any other agreement with you, or the provisions of any agreement with any other employee, shall not constitute a waiver or limit any of the rights of the Company.

You agree that the Company has attempted to limit your right to compete only to the extent necessary to protect the Company from unfair competition. We further agree that if for any reason the restrictions set forth above are too broad or otherwise unenforceable at law, then they, or any one of them, shall be reduced to such area, time, or terms, as shall be legally enforceable. If it is judicially determined that this Agreement, or any portion thereof, is illegal or offensive under any applicable law (statute, common law, or otherwise), then it is hereby agreed the non-competition covenant shall be revised and shall be in full force and effect to the full extent permitted by law. By this Agreement, we intend to have this Agreement not to compete and not to solicit be in full force and effect to the greatest extent permissible.

9.Release of Claims. This is a release of claims against the Company and those associated with it. Please read it carefully: In exchange for the commitments by the Company as provided for in this Agreement, you agree (for yourself, your heirs, executors, and assignees) to fully release and waive any claims or rights, of any kind or nature whatsoever, whether known or unknown, that you may have against the Company, and/or any of its employees, officers, directors, insurers, or agents (both as representatives of the Company and in their individual capacities), which may exist or have arisen up to and including the date of this Agreement. The claims and rights which are waived and released include any that arise out of your employment or relationship with the Company, or any of its representatives, and the cessation of your employment, except for enforcement of this Agreement. Although there may be others, some of the specific claims which are released are all claims of any nature that may exist with respect to violation of any legal obligations, compensation, company policies, contract obligations, whistleblower status, retaliation, torts or public policy, and/or unlawful discrimination, whether on the basis of race, creed, color, national origin, disability, age, sex, harassment, or other protected characteristic. (This release and waiver specifically includes any claims of age

discrimination under the Federal Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, or otherwise. This release and waiver specifically does not include any claim related to the enforcement of this Agreement.) You certify and warrant that, to the best of your knowledge, you have not suffered any workplace injury while in the Company’s employ, other than those regarding which the Company is already on notice; have received all leave time to which you are or were entitled; and have been paid for all hours worked and properly compensated for all hours worked in excess of forty (40) hours per week, if applicable. You also certify and warrant that you have not filed, caused to be filed, and presently are not a party to any claims against the Company, you have not divulged any proprietary or Confidential Information of the Company, and will continue to maintain the confidentiality of such information, you have been paid and/or received or will be paid and/or will receive pursuant to this Agreement all compensation, commissions, overtime pay, wages, bonuses, PTO and vacation, benefits, and other compensation to which you were entitled during your employment, you have been granted any leaves of absence to which you were entitled, under the federal FMLA and disability laws, and in compliance with the Company’s policies, and you have been paid all amounts due to you (including bonus, merit increase, or otherwise) in connection with any absences, you are not aware of any facts or conduct to suggest that that the Company ( its employees, officers, directors, insurers, or agents (as representatives of the Company) has or have engaged in any improper or fraudulent conduct with respect to the U.S. government or any other government agency, and to your knowledge you have not engaged in, and are not aware of, any unlawful conduct related to any of the Company’s business activities.

Nothing herein will preclude you from filing a charge of discrimination with the Equal Employment Opportunity Commission; however, you expressly waive and release any right you may have to any remedy resulting from such a charge, or any action or suit, that may be instituted on your behalf against the Company by the Equal Employment Opportunity Commission, or any other governmental agency, or in any class or collective action. Additionally, nothing in this Agreement shall affect or release any vested rights and interests you may have in any company-sponsored retirement or pension plan; nor is anything in this Agreement intended to create or enlarge rights to benefits under any such plan. No money shall be paid under this Agreement until you have executed this Agreement, including its release and waiver of all employment related claims (except enforcement of this Agreement), in favor of the Company within the time limit set by the Company, and you do not revoke this Agreement within the revocation period set forth herein.

Nothing in this Agreement is intended to supersede any other Non-Competition, Non-Solicitation and Confidentiality Agreements between you and the Company, including, without limitation, the covenants and other provisions protecting the Company in the CIC Agreement. For avoidance of doubt, you specifically agree and acknowledge (i) that the non-competition, non-solicitation and confidentiality provisions of this Agreement are in addition to any such provisions in any other agreements between you and the Company and (ii) your obligations under the CIC Agreement survive your termination, remain in full force and effect and are hereby re-affirmed by you, including, without limitation, obligations related to the Company’s Confidential Information, inventions, and post-termination Non-competition and Non-solicitation provisions thereof, respectively.

11.Period for Review and Right to Revoke. Although we have discussed this Agreement at some length, please feel free to take up to twenty-one (21) days, to consider this Agreement. In addition, if you should change your mind for any reason after executing this Agreement, you may rescind the Agreement anytime within seven (7) days after the date of your signature. To be effective, any such rescission must be in writing, postmarked, or delivered before the expiration of the seven (7) day period, to me as provided for in this Agreement. You may use as much or as little of this time as you desire; however, as I am sure you understand, no payments or insurance can be continued beyond your last day worked until you have confirmed your agreement. You are encouraged to talk to anyone, including legal counsel, for advice prior to signing this Agreement.

a.Other than as stated herein, the Parties acknowledge and agree that no promise or inducement has been offered for this Agreement and no other promises or agreements shall be binding, unless reduced to writing and signed by the Parties. For avoidance of doubt, by signing this Agreement, you agree that the Company shall have no obligation to pay you any other amounts, known or unknown, other than as provided for herein this Agreement. Nothing in this Agreement shall be construed to admit or imply that the Company, or anyone associated with it, has acted wrongfully in any way, and all such claims are being specifically denied.

b.Both you and the Company agree that if you breach any term of this Agreement and the Company successfully enforces any term/right under this Agreement through legal process of any kind (other than an action by you regarding the waiver and release under the federal age Act or the Older Workers Benefit Protection Act), then the Company shall be entitled to recover, from you, its costs and expenses of such enforcement, including reasonable attorney’s fees. You and the Company agree that Ohio law shall govern any dispute arising under this Agreement, that any legal action or proceedings with respect to this Agreement must be initiated in the state or federal court located in Franklin County, State of Ohio, and that the Company and you hereby agree to subject themselves to the jurisdiction of the federal and state courts of Ohio with respect to any such legal action or proceedings. Notwithstanding the foregoing, with respect to any action which includes injunctive relief, or any action for the recovery of any property, the Company may bring such action in any state or location which has jurisdiction.

c.This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A), or an exemption thereunder, and shall be construed and administered in accordance with Section 409A, if applicable. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a separation of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by you on account of non-compliance with Section 409A.

THIS SEPARATION AGREEMENT AND GENERAL RELEASE IS A LEGALLY BINDING DOCUMENT WITH IMPORTANT LEGAL CONSEQUENCES, INCLUDING A RELEASE OF ALL CLAIMS, KNOWN AND UNKNOWN. YOU HAVE THE RIGHT TO REVOKE THIS AGREEMENT WITHIN SEVEN (7) CALENDAR DAYS AFTER SIGNING IT, BY DELIVERING WRITTEN NOTICE OF REVOCATION TO Ms. Kristin Mathers, Chief Human Resources Officer, Commercial Vehicle Group, Inc., 7800 Walton Parkway, New Albany, Ohio 43054, USA. IT IS RECOMMENDED THAT YOU CONSULT YOUR OWN ATTORNEY BEFORE SIGNING THIS DOCUMENT. BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ, FULLY UNDERSTAND AND VOLUNTARILY AGREE TO ALL OF THE PROVISIONS CONTAINED IN THIS AGREEMENT AND RELEASE.

YOU UNDERSTAND THAT, BY SIGNING THIS AGREEMENT AND GENERAL RELEASE AND ACCEPTING THE CONSIDERATION DESCRIBED IN THIS AGREEMENT, YOU ARE FOREVER GIVING UP THE RIGHT TO SUE THE RELEASEES, AND ANYONE ELSE ASSOCIATED WITH THEM, FOR ANY CLAIMS, OF ANY TYPE, THAT YOU MIGHT HAVE AGAINST ANY OF THEM, INCLUDING CLAIMS BASED ON YOUR EMPLOYMENT OR YOUR SEPARATION, THAT HAVE OCCURRED UP TO AND INCLUDING THE MOMENT YOU SIGN THIS AGREEMENT.