Retirement Agreement between Gentherm Incorporated and Daniel R. Coker dated as of June 28, 2017

Extension Period Determination.  On or before 10 business days prior to the Transition Date, Gentherm will provide written notice to Coker regarding the Board’s determination to have Coker retire as of the Transition Date or to continue the employment period of Coker in a transitional capacity for the Extension Period.  Such written notice must include the final date of employment for Coker and such time period cannot be further extended or, except as noted in Section 1b. below, shortened, thereafter without written approval of both Coker and Gentherm.

Retirement Date or Earlier Termination.  Coker’s employment with Gentherm will end on the later of the Transition Date or, if applicable, the last day of the Extension Period (such last date of employment is referred to as the “Retirement Date”).  Notwithstanding the foregoing, Coker’s employment with Gentherm may be terminated by the Board at any time prior to the Retirement Date for any reason; provided, however, that unless Coker’s employment with Gentherm is terminated by the Board for Cause (as defined in Section 8), then the date of termination of Coker’s employment by the Board shall be the Retirement Date for purposes of the rights and benefits accruing to him under Sections 2 and 3 herein.  If Coker’s employment with Gentherm is terminated by the Board prior to the Retirement Date for Cause, the provisions of Section 8 shall apply.

Cash Payment.  Gentherm shall pay Coker $850,000 in cash within 30 days of the Retirement Date, but in all cases no later than March 15, 2018;

Executive Nonqualified Defined Benefit Plan.  Under the terms of the Executive Nonqualified Defined Benefit Plan Adoption Agreement, as amended (the “Nonqualified Plan”), Coker’s accrued retirement benefit shall be $342,000, paid annually, if the Qualifying Distribution Event (as defined in the Nonqualified Plan) is reaching the in-service date of January 1, 2018 while still in service.  If the Retirement Date is prior to January 1, 2018, Gentherm will further amend the Nonqualified Plan so that the in-service date required for Coker to receive such accrued benefit is the Retirement Date.

Incentive Equity.  As of the Retirement Date, all restricted stock of Gentherm issued under the Gentherm Incorporated 2013 Equity Incentive Plan (the “2013 Equity Plan”) and held by Coker shall vest immediately and no longer be subject to the restrictions set forth in the applicable underlying Restricted Stock Award Agreements and the 2013 Equity Plan.  Also, as of the Retirement Date, all options to purchase Gentherm common stock issued under the 2013 Equity Plan and held by Coker shall vest immediately and be immediately exercisable and shall continue to be exercisable until the stated expiration dates in the applicable underlying Stock Option Award Agreements and 2013 Equity Plan, notwithstanding the termination of Coker’s employment with Gentherm.

Eligibility for Special Bonus. At the sole discretion of the Compensation Committee of the Board, Coker will be eligible to receive an additional retirement cash payment of $500,000 (the “Special Bonus Payment”).  The Compensation Committee will evaluate whether Coker has completed the following tasks in determining whether Coker should receive the Special Bonus Payment: (i) fully and faithfully perform his duties as President and CEO through and including the Transition Date and (ii) if and as requested by the Board, fully and cooperatively participate in the transition of his duties to his successor during the Extension Period. If the Board exercises its sole discretion to make the Special Bonus Payment to Coker, such payment shall be made as soon as reasonably practicable after the Board exercises such discretion, but in no event later than March 15 of the calendar year next following the calendar year during which the Board exercises such discretion.

Other Benefits.  As an additional retirement benefit, Coker will (on or before March 15, 2018) receive title to the Gentherm-owned automobile he uses as of the Effective Date and Gentherm will, if requested by Coker, provide continuation of health and welfare benefits to Coker through December 31, 2018 under the Consolidated Omnibus Budget Reconciliation Act (COBRA) and Gentherm will pay the premiums for such benefits.  The two country club memberships that are, as of the Effective Date, held in Coker’s name but paid for by Gentherm will be, to the extent permissible, transferred to Coker’s successor or to another executive officer of Gentherm as determined by the Board.  If either of such country club memberships cannot be so transferred, they will either be terminated or Coker may continue such memberships at his own expense.

Definitions. For the purposes of this Agreement, “Competitor” is defined as any individual, corporation, or other business entity that engages in the same or similar Business as Gentherm, or any of its subsidiaries or affiliates, engages, in whole or in part; “Business” is defined as any technology, product or service which Gentherm or any of its subsidiaries or affiliates manufactures, sells, researches or develops as of the Effective Date or in the future.

Non-Competition. For a period of twenty-four (24) months after the Retirement Date (the “Restrictive Period”), Coker shall not, either directly or indirectly (whether as an employee, officer, manager, director, shareholder, partner, consultant, independent contractor, lender, owner or representative, or in any other capacity), engage in any activity or otherwise provide services to any business that directly or indirectly competes with Gentherm in any material respect; provided, however, that Coker may own 1% or less of the common

stock of any publicly traded company.  Furthermore, during the Restrictive Period, Coker will not engage in any activities for the benefit of any Competitor, regardless of whether such activities directly or indirectly compete with Gentherm in any respect.

Non-Solicitation of Employees. For the Restrictive Period, Coker shall not, either directly or indirectly, induce or solicit, or attempt to induce or solicit, any individual who is an officer, manager, employee, or independent contractor of Gentherm to terminate his or her employment or contractual relationship with Gentherm or to diminish their services or otherwise interfere with the relationship between such person and Gentherm.

Non-Interference with Third Parties. For the Restrictive Period, Coker shall not, either directly or indirectly, solicit or attempt to solicit, or take any action that will disrupt, terminate or interfere with, a business relationship or prospective business relationship between Gentherm and any business entity who is a recent, current or prospective customer, vendor, strategic partner, financing source or similar person.

Non-Disparagement.  For the Restrictive Period, Coker shall not engage in any defamatory, slandering or maliciously disparaging statements or other communications (whether in written or oral form) or conduct against Gentherm or any of its subsidiaries or affiliates or any of their respective employees, officers, directors, advisors or consultants, which includes, but is not limited to, disparaging text messages, e-mail communications and comments or postings on blogs, comment boards, and social media networking websites.

Injunctive Relief.  Coker acknowledges that: (a) the breach of Sections 6 or 7 herein will result in immediate and irreparable harm to Gentherm; (b) no adequate remedy at law exists with regard to any such breach; (c) public policy will be furthered by the enforcement of this Agreement by an injunction; (d) injunctive relief will not deprive Coker of an ability to earn a living because he is qualified for many positions which do not necessitate the breach of any provision of this Agreement; and (e) Gentherm will be entitled to enforce this Agreement by injunction or other equitable remedies in the event of such breach, in addition to any other remedies available to Gentherm (including, without limitation, monetary damages).

Gentherm and Coker intend that any amounts or benefits to be paid or provided under this Agreement be exempt from or comply with the provisions of Section 409A of the Internal Revenue Code and the Treasury Regulations and other guidance relating thereto (“Code Section 409A”) so that Coker is not subject to additional tax or other sanctions under Code Section 409A.  The provisions of this Agreement shall be interpreted in a manner consistent with such intent.  In furtherance thereof, to the extent that any provision hereof would otherwise result in Coker being subject to additional tax or other sanctions under Code Section 409A, if and to the extent permissible under Code Section 409A, Gentherm and Coker agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic value of the relevant payment or benefit under this Agreement to Coker.  Notwithstanding the foregoing, no particular tax result for Coker with respect to any income recognized by him in connection with this Agreement is guaranteed, and Coker alone will be solely responsible for any additional taxes or other sanctions imposed on him under or as a result of Code Section 409A in connection with this Agreement. 

With respect to any amount of expenses eligible for reimbursement under this Agreement, such expenses will be reimbursed by Gentherm no later than December 31st of the year following the year in which Coker incurs the related expenses.  In no event will the reimbursements to be provided by Gentherm in one calendar year affect the amount of reimbursements to be provided in any other calendar year, nor will Coker’s right to reimbursement be subject to liquidation or exchange for another benefit.

If any amount payable under this Agreement is subject to Code Section 409A and is payable upon, on account of or as a result of termination of Coker’s employment with Gentherm, notwithstanding any other provision of this Agreement such amount shall not be paid until the earlier of (i) six months and one day after Coker’s “separation from service” (within the meaning of Code Section 409A), or (ii) the date of Coker’s death, but only to the extent such delay is necessary to prevent Coker from incurring additional tax on and/or other sanctions in respect of such payment under Code Section 409A.

Separation of Employment.  Employee acknowledges that his employment with Gentherm has ended on ________________ (“Separation Date”).

Payment of Moneys Owed.  Employee acknowledges that, excluding the amounts expressly set forth in the Retirement Agreement between Employee and Gentherm dated as of June 28, 2017 (the “Retirement Agreement”) which, by their terms, are to be paid after the date hereof, Gentherm has paid all remuneration owed to him as a result of his employment with Gentherm.  

Consideration.  Employee is giving the promises set forth in this Release as consideration for Gentherm’s promises, amounts, payments, benefits and privileges in the Retirement Agreement which are contingent upon Employee’s promises in this Release, including the general release of claims.  Employee agrees that such amounts, payments, benefits and privileges specified in the Retirement Agreement are in excess of any amounts, payments, benefits and privileges to which he is entitled.  Employee also agrees that the amounts, payments, benefits and privileges described in the Retirement Agreement are independent and adequate consideration for his release of all claims and rights specified herein and any other obligations set forth in this Agreement or the Retirement Agreement.

Complete Release of All Claims.  Employee, on behalf of himself and all of his heirs, assigns, proxies and/or attorneys in fact, hereby knowingly and voluntarily releases and forever discharges Gentherm and its current and former parents, subsidiaries and affiliates, predecessors, successors and assigns and each of its and their respective directors, officers, attorneys, agents, representatives and employees, individually and in their business capacities, and its and their employee benefit plans and programs and their administrators and fiduciaries (all of which shall be given its broadest interpretation, and collectively referred to as “Releasees”) from any and all claims and causes of action, whether now known or unknown, of whatever kind or nature, based on any act, omission, event, occurrence, or nonoccurrence from the beginning of time to the date of execution of this Release, including, but not limited to, claims that arise out of or in any way relate to Employee’s employment or separation from employment with Gentherm.  Employee acknowledges and agrees that this general release includes, but is not limited to, claims of breach of implied or express employment contracts or covenants, promissory estoppel, entitlement to any pay (other than the amounts promised in the Retirement Agreement), defamation, wrongful termination, public policy violations, emotional distress and related matters, claims of discrimination, harassment, or retaliation under federal, state or local laws, and claims based on any federal, state or other governmental statute, regulation or ordinance, including,

but not limited to, Title VII of the Civil Rights Act of 1964 (“Title VII”); Sections 1981 through 1988 of Title 42 of the United States Code; The Employee Retirement Income Security Act of 1974 (“ERISA”) (as modified below); The Immigration Reform and Control Act; the Americans with Disabilities Act (“ADA”); the Equal Pay Act (“EPA”); the Age Discrimination in Employment Act (“ADEA”); the Rehabilitation Act of 1973; the Older Workers Benefit Protection Act; The Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act (“FMLA”); The Fair Credit Reporting Act; The Genetic Information Nondiscrimination Act of 2008; Michigan’s Elliott-Larsen Civil Rights Act; the Michigan Persons with Disabilities Civil Rights Act; the Michigan Whistleblowers’ Protection Act; Michigan’s Bullard-Plawecki Right to Know Act; Michigan Statutory Provision Regarding Retaliation/Discrimination for Filing a Worker’s Compensation Claim; the Michigan Payment of Wages and Fringe Benefits Act; the Michigan Minimum Wage Law; the Michigan Equal Pay Law; and any other federal, state, or local laws, or regulations, or any common law actions, relating to Employee’s employment that Employee may have against Gentherm or any of the Releasees as of the date hereof, and/or any type of damages, wages, bonuses, commissions, benefits, attorney fees, costs or relief of any type (legal, equitable or otherwise).  If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Gentherm or any other Releasee identified in this Release is a party.

Claims Not Released. Employee is not waiving any rights Employee may have to: (a) Employee’s own vested accrued employee benefits under the applicable health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and the right to seek benefits under applicable workers’ compensation and unemployment compensation statutes; (c) pursue claims that by law cannot be waived by signing this Release, including but not limited to filing a charge with the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”) or other governmental or administrative agency or from participating in any investigation, hearing or proceeding of the EEOC, the NLRB or other governmental or administrative agency; (d) any monetary award offered by the Securities and Exchange Commission (“SEC”) pursuant to Section 21F of the Securities Exchange Act of 1934, as amended; and (e) enforce the Retirement Agreement.

Exclusions.  Excluded from this Release are any claims or rights which cannot be waived by law, including the right to file a charge of discrimination with an administrative agency.  Nothing in this Release prohibits or prevents Employee from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies, except as to possible whistleblower awards from the SEC.

No Representation.  Employee represents and acknowledges that in executing this Release, Employee does not rely and has not relied on any representation or statement by any of the Releasees or by any of the Releasees’ agents or representatives with regard to the subject matter, basis or effect of this Release.

Acknowledgments.  

Non-Admission of Liability.  This Release does not constitute an admission that any Releasee has violated any law, rule, regulation, contractual right or any other duty or obligation.

Voluntary Agreement.  Employee acknowledges that Employee has been advised in writing to consult with an attorney before Employee signs this Release. Employee understands that Employee has twenty-one (21) days within which to decide whether to sign this Release, although Employee may sign this Release at any time within the twenty-one (21) day period. If Employee does sign this Release, Employee also understands that he will have seven (7) days after he signs to change Employee’s mind and revoke the Release, in which case a written notice of

revocation must be delivered to Vice-President and General Counsel, Gentherm Incorporated, 21680 Haggerty Rd., Northville, MI 48167, on or before the seventh (7th) day after Employee’s execution of the Release. Employee knowingly and voluntarily agrees to all of the terms set forth in this Release and intends to be bound legally by them.

Binding.  This Release shall be binding upon Employee and his heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of Releasees and each of them, and to their heirs, administrators, representatives, executors, successors, and assigns.

Governing Law.  This Release shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan without regard to its choice of law or conflict of laws provision or rule (whether the State of Michigan or any other jurisdiction).  The language of all parts of this Release shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties.

Severability.  Should any term, condition, provision or covenant of this Release be declared or be determined by any court to be illegal or invalid, the validity of the remaining terms, conditions, provisions or covenants shall not be affected, and said illegal or invalid term, condition, provision or covenant shall be deemed not to be part of this Release.

Entire Agreement.  This Release, together with the Retirement Agreement, sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter of such documents.