EX-10.1 4 exhibt10-1tajerseparationa.htm EX-10.1 Document

image_01.jpg
展品10.1
2024年10月31日

Richard Tajer先生,

关于分居协议和总体解除

亲爱的Rich:

本《分离协议》(以下简称“协议”)旨在明确双方的理解和共同意图,促进您与公司(以下简称“公司”)之间的友好分离。该协议代表商用车辆集团公司以及商用车辆集团公司直接或间接拥有的所有子公司和关联公司,以及所有过去和现在的高管、董事、雇员、代理人(无论个人还是公务职责)、母公司、子公司、前任、合作伙伴、成员、附属公司、主体、保险人,以及由上述实体赞助的所有雇员福利计划(和此类计划的受托人)的利益所在(统称为“公司”)。请仔细阅读本文件,因为它将概述我们达成的所有协议条款。

1.分居记录 公司将记录您作为电气系统总裁的离职时间为2024年10月31日起,从2024年11月1日至2024年12月31日,您将作为员工报告给当时的电气系统总裁。如果您在2024年12月31日之前被公司解雇,该日期或2024年12月31日将被视为您的“离职日期”。

2.解雇费用 根据2020年1月28日您与公司签订的《变更控制与非竞争协议》(以下简称“CIC协议”),公司将按照公司的工资支付方式为您支付工资,时间为从2025年1月1日至2025年12月31日的十二(12)个月,具体条款请参阅CIC协议。

3.未投资的限制股份 - 在2024年12月31日, 公司同意解除2022年限制股授予的5,946股股份,2023年限制股授予的8,753股股份,以及2024年限制股授予的9,947股股份。

4.2024年11月1日至离职日期 – 从2024年11月1日起至离职日期,您将按照您当前的工资标准支付。在此期间,您的工作时间安排应由您和当时的电气系统总裁共同商定。

5.开多期激励 – 本协议日期之前尚未支付给您的任何未获释放的限制性现金,以及根据本协议第4节未获释放的任何股权激励,应根据主管计划文件或本协议予以违约。

6.保密和相互不诋毁.

a.本协议 双方明白,在这类事情中保密非常重要。 公司同意,公司的高管和其他经公司高管明确授权代表公司发言的人员,不会发表任何与您和/或您在公司的雇佣有关的负面、虚假、批评性的、贬损性的评论,或可能损害您的言论。
7800 Walton Parkway / 俄亥俄州纽奥尔巴尼 / 614-289-5360
7800 Walton Parkway
纽奥尔巴尼 俄亥俄州 43054

第2页 共#NUM_PAGES#页
image_11.jpg
和/或您在公司的角色。 您还同意不会发表任何与公司或任何与公司有关的人员相关的负面、虚假、批评性、贬低性评论,或可能损害公司业务的言论。此外,您同意不会诋毁或发表负面言论关于公司或其任何相关人员(除了根据法律要求或允许的情况,如在EEOC或州FEP机构的程序中提起指控或参与)。

b.CVG业务信息 我们意识到公司向您披露了机密的业务和/或客户信息(“机密信息”)。此类机密信息包括有关公司及其正常业务操作的信息,如业务计划和财务信息;员工和客户信息(包括但不限于您或其他人在您任职期间开发的公司客户);技术和营销计划、记录、数据系统、软件、操作方法、定价、供应商和客户名单和信息;公司使用或开发的所有流程、发展、技术、程序和思想;以及除非公司另有公开披露,否则作为一种做法应视为机密信息的任何其他信息。 您明白并同意,在任何时候您:(i) 应将此类信息保密;(ii) 不得向任何第三方披露或传达任何此类机密信息;以及(iii) 不得代表自己或代表任何第三方使用任何机密信息,根据本协议和CIC协议。

7.未来合作您同意在任何与您的就业有关的事项上配合公司的业务利益;就您在职期间涉及的工作主题提供信息以配合合理的信息请求;配合顺利将您的工作职责转移给接替者;在公司认为需要您的配合的任何索赔、调查或诉讼中如实提供信息。公司将就您提供书面请求配合所发生的合理和惯例费用进行报销。除非法律禁止,如果您收到传票或文件请求,您将立即通知公司并向公司提供任何相关文件的副本。

8.非竞争和非招揽.

a.通过签订本协议,您确认公司通过实质性费用和努力开发和获取了机密信息,机密信息是公司的宝贵资产,未经授权向任何人披露或滥用机密信息将给公司造成重大和无法弥补的损害。

b.作为补偿支付或将支付给您根据CIC协议和本协议规定的额外考虑,在您明确承认的充分性的基础上,您同意,在您受雇于公司期间,以及在您离职后的十二(12)个月内,作为业主、股东、官员、雇员、经理、顾问、独立承包商或以其他身份,直接或间接地不得:

i.在与公司当时所从事的业务竞争的活动中,直接或间接地呼吁、诱使、招揽或带走,或试图呼吁、诱使、招揽或带走,任何公司的供应商、客户或潜在客户,目的是或结果是,让供应商、客户或潜在客户从任何公司之外的任何人或实体购买、使用或雇用产品或服务;或
ii.联系公司的任何员工,以讨论或建议该员工辞去在公司的职位,以便去其他地方工作,或者向任何个人或实体提供有关公司个别员工或公司人事政策或程序的信息。
            
7800 Walton Parkway / 新阿尔巴尼, 俄亥俄州 43054 / 614-289-5360
7800 Walton Parkway 新阿尔巴尼 俄亥俄州 43054


第3页, 共#NUM_PAGES#页
image_11.jpg
从事招聘员工、管理人员或高管的机构或公司;或
iii.拥有、管理、操作、加入、控制、受雇于、与任何竞争或计划直接或间接与公司、其产品或公司的任何部门、子公司或关联公司竞争的企业、个人、合伙人、公司或其他实体进行咨询或参与其所有权、管理、操作或控制,或者以股东、合伙人或其他方式与之相关联;但前提是,根据1934年证券交易法(「交易法」)下的一般规则和规定第13d条款所使用的术语,您单独或作为「集团」成员的「实益所有权」不超过任何公开上市公司表决股票的百分之二(2%),则不违反本协议。

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
            
7800 Walton Parkway / New Albany, Ohio 43054 / 614-289-5360
7800 Walton Parkway New Albany OH 43054


Page 4 of #NUM_PAGES#
image_11.jpg
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.

10.Other Agreements. Irrespective of the terms of any other agreements between you and the Company, you expressly agree that subject to the Company’s payment obligations of this Agreement, the Company shall have no further obligations to pay you any amounts under any such agreements.

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.

12.Miscellaneous.

            
7800 Walton Parkway / New Albany, Ohio 43054 / 614-289-5360
7800 Walton Parkway New Albany OH 43054


Page 5 of #NUM_PAGES#
image_11.jpg
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.


            
7800 Walton Parkway / New Albany, Ohio 43054 / 614-289-5360
7800 Walton Parkway New Albany OH 43054


Page 6 of #NUM_PAGES#
image_11.jpg
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.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) set forth below.

Employee                    Commercial Vehicle Group, Inc.

_/s/ Richard Tajer______                _/s/ Kristin Mathers__________
Richard Tajer                    By: Kristin Mathers
                        Chief Human Resources Officer
Date: __10/31/2024_____                Date: __10/31/2024__________
            
7800 Walton Parkway / New Albany, Ohio 43054 / 614-289-5360
7800 Walton Parkway New Albany OH 43054