SECOND AMENDMENT TO OFFER LETTER AGREEMENT
This SECOND AMENDMENT TO OFFER LETTER AGREEMENT (this Amendment) is made and entered into as of March 12, 2021, by and between Matteo Anversa (Executive or you) and Gentherm Incorporated (Gentherm or the Company). Executive and Gentherm are referred to herein each as a Party and, collectively, as the Parties.
A. Executive and Gentherm executed an offer letter dated October 22, 2018 that was amended on April 21, 2020 (including the Compensation Term Sheet attached thereto, the Offer Letter).
B. The Parties have agreed to further amend the Offer Letter as set forth in this Amendment.
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, and other valuable consideration, the Parties agree as follows:
TERMS AND CONDITIONS
1. Severance. The Company agrees to provide enhanced severance benefits under certain circumstances by amending and restating Section (a) of the section of the Offer Letter titled Separation / Change in Control in its entirety as follows:
(a) If your employment is terminated by the Company or successor (or if the Company revokes this Offer Letter Agreement after you sign and return it) without Cause (as defined below) or by you for Good Reason (as defined below), subject to the notice and release requirements described below, the Company will pay (i) your base salary for a period of 12 months, paid in a lump sum no later than 45 days after your termination date (the Severance Payment); (ii) one full years Bonus at target level, paid in a lump sum no later than 45 days after your termination date (the Bonus Payment); and (iii) a pro rated Bonus (i.e., the product of (A) the number of weeks you were employed by the Company in the year in which your employment terminated and (B) your target Bonus amount divided by 52) (the Pro Rated Bonus); in addition, you will be entitled to (x) immediate vesting of (I) all unvested equity awards that were scheduled to vest during the first 12 months following your termination (including performance-based restricted stock unit awards scheduled to vest during such period, which shall vest at target) and (II) all unvested portions of the Make Whole Equity Grant, regardless of when such unvested portions of the Make Whole Equity Grant were scheduled to vest (including the Make Whole Equity Grant consisting of performance-based restricted stock unit awards, calculated as provided in the applicable award agreement) (collectively, the Accelerated Equity Vesting); (y) outplacement services for one year up to a maximum cost of $50,000 (the Outplacement Services); and (z) an amount equal to 12 months of premiums for COBRA continuation coverage of your health insurance should you elect such coverage, including the portion that was paid by the Company (the employer portion) and the portion paid by you (the employee portion) during your employment (the COBRA Subsidy).
If your employment is terminated by the Company or its successor without Cause or by you for Good Reason during the window period starting with the signing of an agreement to engage in a Change in Control (as defined below) until 12 months after the Change in