Separation Agreement and Release between Gentherm Incorporated and Frithjof Oldorff, dated May 6, 2019

During the Remaining Period, Oldorff will continue to receive his current base salary payable in accordance with Gentherm’s normal payroll practices. However, for calendar year 2019, Oldorff will not be eligible to receive any bonus payment pursuant to the Gentherm Incorporated Performance Bonus Plan (the “Bonus Plan”). Oldorff acknowledges that he has already received all amounts due to him under the Bonus Plan for years prior to 2019 and, therefore, Oldorff has no further rights under the Bonus Plan. During the Remaining Period, Oldorff will continue to receive the employee health and welfare benefits he receives from Gentherm as of the Effective Date. Oldorff agrees that his right to participate in such employee health and welfare benefit plans will cease on the Separation Date.

During the Transition Period, Oldorff shall assist Gentherm in the transitioning of Oldorff’s responsibilities to other Gentherm employees as reasonably requested by Gentherm’s Chief Executive Officer (the “Transition Services”). Oldorff shall provide the Transition Services at Gentherm’s headquarters in

Equity Vesting. On June 11, 2019, Oldorff will vest in 2,753 restricted stock units (the “2018 RSUs”) pursuant to the Restricted Stock Unit Award Agreement – Time-Based Grant entered into by and between Oldorff and Gentherm on June 11, 2018 (the “2018 RSU Grant Agreement”). Pursuant to the terms of the 2018 RSU Grant Agreement, the 2018 RSUs will be converted to shares of Gentherm common stock for delivery to Oldorff within 10 business days after the date of vesting.

Wages and Vacation. On the Separation Date, Oldorff is entitled to receive the following amounts (which amounts shall be paid on the next regular payroll date after the Separation Date):

Accrued Wages. Any accrued but unpaid base salary through the Separation Date.

Accrued Vacation. Any accrued but unused vacation time through the Separation Date.

Vested Options. As of the Effective Date, Oldorff has vested rights to the following stock options (the “Vested Options”):

Options to purchase 18,000 shares at $38.05 per share

Options to purchase 22,500 shares at $40.64 per share

Options to purchase 30,000 shares at $41.69 per share

Automobile. Oldorff will be entitled to continue to use the Gentherm-owned automobile he drives as of the Effective Date (or an equivalent vehicle) until the Separation Date.

Business Expense Reimbursements. Oldorff will submit to Gentherm a request for reimbursement of all business expenses he incurs relating to the period prior to the Separation Date no later than 30 days after the Separation Date; such expenses will subject to and paid in accordance with Gentherm’s business expense reimbursement policy, to be applied consistently in all material respects with historical practice to Oldorff during the term of the Employment Agreement, and the provisions of this Agreement.

Housing Allowance. Oldorff will receive from Gentherm the Housing Allowance (as defined in the Employment Agreement) for each month during the Remaining Period, up to and including the calendar month of June, 2019.

Repatriation Benefits. Oldorff will be entitled to receive the following repatriation benefits from Gentherm if and when incurred (such benefits shall either be paid by Gentherm directly or reimbursed to Oldorff upon receipt by Gentherm of appropriate documentation that such expense has been incurred and paid by Oldorff):

One-way business class flights for Oldorff and his family to return to Germany;

Freight costs associated with shipping Oldorff’s household goods to the Oldorff’s home in Germany (subject to a maximum of 500 pounds of air freight and a maximum of 12,000 pounds shipped by sea); it is the intention of the parties that such freight benefits be provided to Oldorff on a tax-free basis; therefore, Gentherm shall pay an additional cash gross-up amount to Oldorff to reimburse him for any taxes that Oldorff is obligated to pay on these benefits and on such cash payment;

A customary brokerage commission and other customary closing costs associated with the sale of the Oldorff’s home in Michigan, if he sells such home within 12 months of the Separation Date; and

Temporary housing for up to 30 days in either the United States or in Germany as needed by Oldorff and his family during their transition back to Germany.

German Welfare Payments. During the Remaining Period, Gentherm agrees to continue to provide the welfare benefits set forth in Section 2(b)(iv) of the Employment Agreement, including to make contributions to the Retirement Savings Plan (401K) for the benefit of Oldorff and to pay on Oldorff’s behalf, or reimburse Oldorff for, (i) the minimal social pension plan contribution required to maintain Oldorff’s future eligibility for a pension benefit in Germany and (ii) the minimal social medical insurance contribution required to maintain Oldorff’s eligibility for future medical insurance should Oldorff ever relocate back to Germany.

Tax Differential Protection. Notwithstanding anything to the contrary herein, for all applicable tax periods from the Start Date through the Separation Date, Oldorff shall remain entitled to the tax protection and other benefits described in Section 2(b)(x) of the Employment Agreement, which section addresses tax differentials between Germany and the United States, including with respect to any travel that is compliant with the Home Country Visit Allowance during the

Indemnities and Insurance. Consistent with Section 3(c)(iii) of the Employment Agreement, Oldorff’s rights to indemnification as a result of his activities as an officer, director or employee of Gentherm shall be unaffected by the termination of his employment with Gentherm. Further, the Company shall indemnify and hold harmless Oldorff in the manner and to the extent set forth in Section 7(e) of the Employment Agreement. Likewise, consistent with Section 7(f) of the Employment Agreement, Gentherm insurance coverage for Oldorff shall be unaffected by the termination of his employment with Gentherm.

No Other Payments or Benefits. Oldorff acknowledges that the payments and benefits described in Section 3 above are the only payments and benefits owed by Gentherm to Oldorff, whether under the Employment Agreement or otherwise.

No Other Equity. Oldorff acknowledges that, excluding (I) the 2018 RSUs, (II) the Vested Options, (III) any shares of Gentherm stock that were already delivered to Oldorff prior to the Effective Date, and (IV) other unvested options,

Gentherm agrees to pay Oldorff one month’s current regular salary as severance (the “Severance Payment”), payable on the Separation Date and subject to all withholding of taxes and other lawful deductions;

Gentherm releases and discharges Oldorff, to the extent permitted by applicable law, of and from all claims which may have arisen on or prior to the date of execution of this Agreement, whether known or unknown, suspected or unsuspected, including but not limited to any debt, obligation, demand, cause of action, judgment, controversy or claim of any kind whatsoever, whether sounding in contract, statute, tort, claim for attorneys’ fees or costs, or any other legal theory to the extent allowed by law; provided, however, that the foregoing release shall not include any claims arising out of or relating to (i) events, acts, or omissions taking place after the parties’ execution of this Agreement, including, without limitation, Oldorff’s breach of any terms or conditions of this Agreement and Gentherm’s rights to enforce the terms of this Agreement; or (ii) Oldorff’s criminal activities or intentional misconduct occurring at any time during his employment with Gentherm, including but not limited to any fraud, embezzlement and/or misappropriation of funds; and

Oldorff hereby waives, releases and forever discharges any and all disputes, claims or causes of action that he has or might assert against Gentherm and/or its predecessors, successors, parents, subsidiaries or affiliates, and each of its and their respective directors, officers, members, shareholders, owners, representatives, agents and employees (collectively referred to as the “Released Parties”), 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 Agreement, including, but not limited to, claims that arise out of or in any way relate to Oldorff’s employment or separation from employment with Gentherm (collectively referred to as “Claims” and “Rights”), excluding only Oldorff’s Claims and Rights to enforce the terms of this Agreement. Oldorff acknowledges and agrees that the Claims and Rights released under this Agreement include, without limitation, all disputes, claims, and causes of action for breach of implied or express contract, promissory estoppel, entitlement to any compensation or benefits (other than the amount promised in this Agreement), defamation, wrongful termination, public policy violations, emotional distress and related matters, discrimination, harassment, and retaliation, and all claims arising 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

Gentherm and Oldorff 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 Oldorff is

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 Oldorff incurs the related expenses; provided, however, that any tax gross-up payment to which Oldorff is entitled under this Agreement shall be paid to him no later than December 31 of the year following the year in which Oldorff pays to the relevant taxing authority the taxes that are the subject of the gross-up. In no event will the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, by Gentherm in one calendar year affect the amount of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, nor will Oldorff’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.

If Oldorff is deemed on the date of his “separation from service” to be a “specified employee” within the meaning of those terms under Code Section 409A, then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under and subject to Code Section 409A (after taking into account all applicable exclusions and exemptions, including, but not limited to, the so-called “short-term deferral” exception) and that is payable on account of his “separation from service,” such payment or benefit will not be made or provided until the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service”, and (ii) the date of his death (the “Delayed Payment Date”, and the period from the date of termination through Delayed Payment Date, the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) will be paid or reimbursed on the first business day following the expiration of the Delay Period to Oldorff in a lump sum, and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the normal payment dates specified for them herein.