Performance Based Awards

Awards, defined as cash, shares or other awards, may be granted to employees under the Commercial Vehicle Group, Inc. 2014 Equity Incentive Plan (the “2014 EIP”). The award is earned and payable based upon the Company’s relative “Total Shareholder Return” in terms of ranking as compared to the “Peer Group” over a three-year period (the “Performance Period”). Total Shareholder Return is determined by the percentage change in value (positive or negative) over the applicable measurement period as measured by dividing (A) the sum of (I) the cumulative value of dividends and other distributions paid on the Common Stock for the applicable measurement period, and (II) the difference (positive or negative) between each such company’s “Starting Stock Price” and “Ending Stock Price,” by (B) the Starting Stock Price. The award is to be paid out at the end of the Performance Period in cash if the employee is employed through the end of the Performance Period. If the employee is not present during the entire Performance Period, the award will be forfeited. These grants are accounted for as cash settlement awards for which the fair value of the award fluctuates based on the change in Total Shareholder Return in relation to the “Peer Group”. Performance awards were granted under the 2014 EIP in November 2015 and 2014, and in November 2013 under the Fourth Amended and Restated Equity Incentive Plan.



Grant Date	Vesting Schedule	Grant Amount		Forfeitures/ Adjustments			Payments		Grant Value at September 30, 2016		Remaining Periods (in Months) to Vesting
November 2013	October 2016	$	1,351	$	(1,033	)	$	—	$	318	0
November 2014	October 2017	2,087		(1,061		)	—		1,026		12
November 2015	October 2018	1,487		(160		)	$	—	1,327		24
		$	4,925	$	(2,254	)	$	—	$	2,671

Compensation expense of $0.2 million was recognized for each of the three months ended September 30, 2016 and 2015. Compensation expense of $0.4 million and $0.5 million was recognized for the nine months ended September 30, 2016 and 2015, respectively. Unrecognized compensation expense was $1.2 million and $1.5 million as of September 30, 2016 and 2015, respectively.