Offer Letter between Gentherm Incorporated and Hui (Helen) Xu, effective November 4, 2019

POSITION

Position

Senior Vice President and General Manager,

Managing Director China,

Head of Global Electronics

Primary Work Location

Gentherm Shanghai, China

DIRECT COMPENSATION

Salary

Bonus Program

Annual salary of $385,000 per year

The position has a 50% target bonus under the Gentherm Performance Bonus Plan (eligibility for 2020 bonus). Under such bonus plan, your bonus will be based on a combination of (i) achievement of individual goals agreed to by you and your supervisor and (ii) the Company’s achievement of its financial goals, in all cases subject to approval by the Compensation Committee of the Gentherm Board of Directors.

Sign-On Grant

On the first date of your employment, equity having a grant date value of $150,000 would be awarded (the “Sign-On Equity Grant”).  This amount, divided by Gentherm’s 10-trading day average stock price ending on such date, will determine the number of restricted stock units (RSUs) that you will receive. These grants vest over 3 years.

Sign-On Bonus

On your first paycheck, a sign-on bonus of $50,000 (less taxes). This bonus must be repaid if you voluntarily terminate your employment within the first year.

Equity Compensation

Subject to approval by the Compensation Committee of the Board of Directors, you would receive an equity compensation grant commensurate with your position (starting in 2020). Typically, equity grants are awarded by the Compensation Committee in March of each year. The grant for a position at this level in 2019 was $400,000.

Company Provided Transportation

A Company car and driver will be provided by Gentherm China and will be arranged shortly after you accept the role.  This benefit will begin your first week of being employed at Gentherm.

Technology

The Company will provide you with a mobile phone, laptop computer, iPad and appropriate other technology accessories.

Start Date

November 18, 2019 (ideal to attend a day/evening of BOD meeting in Munich the week of Nov 4, 2019)

EMPLOYEE BENEFITS

Term Life Insurance/ADD – Company paid

150% of annual salary provided by Gentherm in accordance with the group benefit plan offered to other similarly-situated Gentherm employees.

Short Term/Long Term Disability – Company paid

Provided by Gentherm in accordance with the group benefit plan offered to other similarly-situated Gentherm employees

Local Plus Benefits

You will receive Local Plus benefits of $25,000 to fund children’s education or personal housing for the term of this assignment in China.  Should you move to the United States for a new assignment this benefit will end.

Vacation

Four weeks of vacation (20 days)

Sick Leave

Five days of sick leave

Paid Holidays

In accordance with Gentherm’s China policy.

Medical / Dental / Vision / Flexible Spending Account

All in accordance with the group benefit plan offered to similarly situated Gentherm employees on the Global benefit program.  Details will be provided to you on your first day of employment, unless you require information sooner.

Tax Support and Tax Equalization

As of the effective date of the assignment, you will be responsible for all actual taxes in the home and host country.  The Company will provide the services of a third-party consultant (Deloitte) to assist with tax return preparation and advice for the duration of the assignment and year following the assignment if impacted by the assignment.  The Company will provide tax equalization to keep you whole compared to if you had remained in your home country and paid taxes.

401(k) Retirement Savings Plan

Automatic enrollment at 6% unless opted out.  Voluntary participation for amounts above 6%.  Current Company discretionary match at dollar for dollar for first 4%.