Common use of Code Section 409A Clause in Contracts

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in this The Agreement is intended to comply with the contrary, requirements of Section 409A of the receipt of any benefits Code or an exemption or exclusion therefrom. Each payment under this Agreement shall be treated as a result separate payment for purposes of a termination of employment shall be subject to satisfaction Section 409A of the condition precedent Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that the Participant undergo a “separation from service” constitute deferred compensation within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within Section 409A of the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to in accordance with the earlier requirements of Section 409A of the Code, including that (i) in no event shall reimbursements by the expiration Company under this Agreement be made later than the end of the six (6) month period measured from calendar year next following the date calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the Participant’s “separation from service” calendar year next following the calendar year in which such fees and expenses were incurred; (as such term ii) the amount of in-kind benefits that the Company is defined obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime or if longer, through the 20th anniversary of the Effective Date. To the extent the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable, distributable or (ii) settled during the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Periodsix-month period after separation from service, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of will be made during such delay) shall be paid or reimbursed to the Participant in a lump sumsix- month period, and any remaining payments such payment, distribution or benefit will instead be paid, distributed or settled on the first business day after such six-month period; provided that if the Executive dies following the Date of Termination and prior to the payment, distribution, settlement or provision of the any payments, distributions or benefits due under this Agreement delayed on account of Section 409A of the Code, such payments, distributions or benefits shall be paid or provided in accordance with to the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTpersonal representative of the Executive’s estate within 30 days after the date of the Executive’s death.

Code Section 409A. Notwithstanding anything in this This Section 13 applies if the Executive is subject to taxation under the Code. This Agreement to and the contrary, the receipt of any amounts payable and other benefits provided under this Agreement as a result are intended to comply with, or otherwise be exempt from, Section 409A of a termination of employment the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be subject administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to satisfaction comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the condition precedent that Board and without requiring the Participant undergo a “separation from service” within Executive’s consent, in such manner as the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed Board determines to be a “specified employee” within necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the meaning of that term under Code Section 409A(a)(2)(B), then with regard to Board shall modify this Agreement in the least restrictive manner necessary and without reducing any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such due under this Agreement. Each payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid treated as a separate identified payment for purposes of Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in accordance with one taxable year shall not affect the normal expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit. If a payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY obligation under this Agreement arises on account of a Change in Control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (30as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTthrough (b)(12)), THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTit shall be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service, as applicable; provided, however, that if the Executive is a Specified Employee, any such payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s death.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h1.409A‑1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s 's “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s 's death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING USE AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s 's “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s 's death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING USE AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in this Agreement To the extent that the right to the contrary, the receipt of any benefits payment under this Agreement provides for deferred compensation within the meaning of Section 409A of the Code that is not exempt from Code Section 409A as involuntary separation pay or a result of short-term deferral (or otherwise), a termination of employment shall not be subject deemed to satisfaction have occurred for purposes of the condition precedent that the Participant undergo any provision of this Agreement providing for any payment or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) Code Section 409A and, for purposes of any such provision, references to a “termination,” “termination of employment,” or any successor thereto. like terms shall mean “separation from service.” In addition, notwithstanding any provision to the contrary in this agreement, if a Participant Executive is deemed on the date of Executive’s “separation from service” (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provisions of any benefit under this Agreement that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the later of (1) June 30, 2012, or (2) the earlier of (ia) the expiration of the six (6) month period measured from the date of the ParticipantExecutive’s “separation from service” and (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (iib) the date of the ParticipantExecutive’s death (the “Delay Period”)death. Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due Each payment under this Agreement shall be paid treated as a separate payment for purposes of Code Section 409A. In addition, to the extent that any reimbursement or in-kind benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided herein, any such reimbursement of an expense must be made on or before the last day of the calendar year following the calendar year in accordance with which the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTexpense was incurred.

Code Section 409A. Notwithstanding anything in this The Agreement is intended to comply with the contrary, requirements of Section 409A of the receipt of any benefits Code or an exemption or exclusion therefrom. Each payment under this Agreement shall be treated as a result separate payment for purposes of a termination of employment shall be subject to satisfaction Section 409A of the condition precedent Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that the Participant undergo a “separation from service” constitute deferred compensation within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within Section 409A of the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to in accordance with the earlier requirements of Section 409A of the Code, including that (i) in no event shall reimbursements by the expiration Company under this Agreement be made later than the end of the six (6) month period measured from calendar year next following the date calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the Participant’s “separation from service” calendar year next following the calendar year in which such fees and expenses were incurred; (as such term ii) the amount of in-kind benefits that the Company is defined obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime or if longer, through the 20th anniversary of the Effective Date. To the extent the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable, distributable or (ii) settled during the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Periodsix-month period after separation from service, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of will be made during such delay) shall be paid or reimbursed to the Participant in a lump sumsix- month period, and any remaining payments such payment, distribution or benefit will instead be paid, distributed or settled on the first business day after such six-month period; provided that if the Executive dies following the Date of Termination and prior to the payment, distribution, settlement or provision of any payments, distributions or benefits due under this Agreement delayed on account of Section 409A of the Code, such payments, distributions or benefits shall be paid or provided in accordance with to the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTpersonal representative of the Executive’s estate within 30 days after the date of the Executive’s death.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s 's “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s 's death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in this This Agreement to and the contrary, the receipt of any amounts payable and other benefits provided under this Agreement as a result are intended to comply with, or otherwise be exempt from, Section 409A of a termination of employment the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be subject administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to satisfaction comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the condition precedent that Board and without requiring the Participant undergo a “separation from service” within Executive’s consent, in such manner as the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed Board determines to be a “specified employee” within necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 14, the meaning of that term under Code Section 409A(a)(2)(B), then with regard to Board shall modify this Agreement in the least restrictive manner necessary and without reducing any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such due under this Agreement. Each payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid treated as a separate identified payment for purposes of Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in accordance with one taxable year shall not affect the normal expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit. If a payment dates obligation under this Agreement arises on account of a change in control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the change in control constitutes a change in ownership or effective control of the Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or after the Executive’s separation from service (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Executive is a specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY employee (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTas defined under Treasury Regulation section 1.409A-1(i)), THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTany payment that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s separation from service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s estate following his death.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s 's “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s 's death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. IN ADDITION, THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT IF THE STOCKHOLDERS OF THE COMPANY DO NOT APPROVE THE PLAN AT THE ANNUAL MEETING OF STOCKHOLDERS IN JULY, 2015. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING USE AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in this This Section 13 applies if the Executive is subject to taxation under the Code. This Agreement to and the contrary, the receipt of any amounts payable and other benefits provided under this Agreement as a result are intended to comply with, or otherwise be exempt from, Section 409A of a termination of employment the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be subject administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to satisfaction comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the condition precedent that Board and without requiring the Participant undergo a “separation from service” within Executive’s consent, in such manner as the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed Board determines to be a “specified employee” within necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 13, the meaning of that term under Code Section 409A(a)(2)(B), then with regard to Board shall modify this Agreement in the least restrictive manner necessary and without reducing any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such due under this Agreement. Each payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid treated as a separate identified payment for purposes of Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in accordance with one taxable year shall not affect the normal expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit. If a payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY obligation under this Agreement arises on account of a Change in Control or the Executive’s termination of employment and such payment obligation constitutes “deferred compensation” (30as defined under Treasury Regulation section 1.409A- 1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTthrough (b)(12)), THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTit shall be payable only if the Change in Control constitutes a Control Change Event or after the Executive’s Separation from Service, as applicable; provided, however, that if the Executive is a Specified Employee, any such payment that is scheduled to be paid within six months after such Separation from Service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Executive’s Separation from Service or, if earlier, within fifteen days after the appointment of the personal representative or executor of the Executive’s estate following the Executive’s death.

Code Section 409A. Notwithstanding anything To the extent applicable to Employee, this Agreement and all payments, distributions or other benefits hereunder shall comply and be administered in accordance with the requirements of, or an exemption or exclusion to, Code Section 409A and the Treasury Regulations promulgated thereunder (“Section 409A”), as well as any applicable equivalent State law. To the extent any provision or term of this Agreement is ambiguous as to its compliance in this respect, such provision or term and all payments hereunder shall be interpreted to comply with the requirements of, or an exemption or exclusion to, Section 409A, as well as any applicable equivalent State law. For the avoidance of doubt, notwithstanding any provision of this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant Employee is deemed to be a “specified employee” within the meaning of that term under Code (as defined in Treasury Regulations Section 409A(a)(2)(B1.409A-1(i)), then with regard then, to any payment or the provisions of any benefit that is extent required to be delayed pursuant to Code Section 409A(a)(2)(Bunder Treasure Regulation section 1.409A-3(i)(2), such payment or benefit shall not be made or provided prior to the earlier any payments that constitute “nonqualified deferral of (i) the expiration of the six (6) month period measured from the date of compensation” that become due upon the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of other than due to the Participant’s death (death) and that would have been made under the “Delay Period”). Within ten (10) days following the expiration terms of the Delay Period, all payments Plan within the six-month period commencing on the Participant’s “separation from service” shall be delayed and benefits delayed pursuant to instead be made as soon as practicable after the end of such six-month period. For purposes of this Section (whether they 7.p, the terms “specified employee”, “nonqualified deferral of compensation”, and “separation from service” have the meanings given to them under Section 409A. Any provision that would cause this Agreement or a payment, distribution, or other benefit hereunder to fail to comply with the requirements of, or an exemption or exclusion to, Section 409A, as well as any applicable equivalent State law, shall have otherwise been payable in a single sum no force or in installments in effect and the absence of such delay) shall be paid or reimbursed Parties agree that, to the Participant in a lump sumextent an amendment would be effective, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance amended to comply with the normal requirements of, or an exemption or exclusion to, Section 409A, as well as any applicable equivalent State law. Such amendment shall be retroactive to the extent permitted by law. For purposes of this Agreement, Employee shall not be deemed to have terminated employment unless and until a “Separation from Service” within the meaning of Treasury Regulations Section 1.409A-1(h) has occurred. Each payment dates specified under Section 6.g and 6.h of this Agreement shall be treated as a separate payment for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.purposes of Section 409A.

Code Section 409A. Notwithstanding anything in The Company and Executive agree that this Agreement and the rights granted to Executive hereunder are intended to meet the contraryrequirements of paragraphs (2), (3) and (4) of Section 409A(a)(1)(A) of the Internal Revenue Code of 1986, as amended, (the “Code”). Accordingly, the receipt parties agree that they shall negotiate in good faith to revise any provisions of this Agreement that might otherwise fail to meet the requirements of paragraphs (2), (3) and (4) of Section 409A of Code. However, the Company does not guarantee any benefits particular tax effect of payments under this Agreement Agreement, and in no event shall the Company have any obligation to “gross-up” or otherwise compensate Executive with respect to any tax effect of payments under this Agreement. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as a result specified under this Agreement, such reimbursement of a termination expenses or provision of employment in-kind benefits shall be subject to satisfaction the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the condition precedent Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit. “Termination of employment,” or words of similar import, as used in this Agreement means, for purposes of any payments under this Agreement that the Participant undergo a are payments of deferred compensation subject to Section 409A, Executive’s “separation from service” within as defined in Section 409A. For purposes of Section 409A, the meaning right to a series of Treasinstallment payments under this Agreement shall be treated as a right to a series of separate payments. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant If Executive is deemed on the date of termination of employment to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A of the Code, then with regard to any the payment or the provisions provision of any benefit that is required to be delayed pursuant to considered nonqualified deferred compensation under Section 409A of the Code Section 409A(a)(2)(B), payable on account of a “separation from service,” such payment or benefit shall not be made or provided prior to until the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “such separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or service and (ii) the date of the ParticipantExecutive’s death (the “Delay Period”)death. Within ten (10) days following Upon the expiration of the Delay Periodforegoing delay period, all payments and benefits so delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided or reimbursed in accordance with a lump sum. In the normal event of a conflict between the terms of this Section 16 and the terms of any other provision in this Agreement relating to payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTtiming, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTthe terms of this Section 16 shall control.

Code Section 409A. Notwithstanding anything in this Agreement The Company reserves the right, to the contraryextent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the receipt of any benefits under Plan, this Option Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions Notice of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B)Grant or adopt other policies and procedures (including amendments, such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)policies and procedures with retroactive effect), or (ii) take any other actions, as the date Administrator determines are necessary or appropriate to ensure that this Option qualifies for exemption from, or complies with the requirements of, Section 409A of the Participant’s death (Code; provided, however, that the “Delay Period”). Within ten (10) days following Company makes no representation that the expiration Option will be exempt from, or will comply with, Section 409A of the Delay PeriodCode, all payments and benefits delayed pursuant makes no undertakings to this preclude Section (whether they would have otherwise been payable in a single sum or in installments in 409A of the absence of such delay) shall be paid or reimbursed Code from applying to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid Option or provided in accordance to ensure that it complies with Section 409A of the normal payment dates specified for them hereinCode. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED OPTIONEE’S SIGNATURE AND DELIVERED THE SIGNATURE OF THE COMPANY’S REPRESENTATIVE BELOW, THE OPTIONEE AND THE COMPANY AGREE THAT THIS OPTION IS GRANTED UNDER AND GOVERNED BY THE TERMS AND CONDITIONS OF THE PLAN AND THIS OPTION AGREEMENT. THE OPTIONEE HAS REVIEWED THE PLAN AND THIS OPTION AGREEMENT IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS OPTION AGREEMENT AND FULLY UNDERSTANDS ALL PROVISIONS OF THE PLAN AND OPTION AGREEMENT. THE OPTIONEE HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS RELATING TO THE PLAN AND OPTION AGREEMENT. THE OPTIONEE FURTHER AGREES TO NOTIFY THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO UPON ANY CHANGE IN THE DATE OF GRANT SET FORTH RESIDENCE ADDRESS INDICATED BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.OPTIONEE: XXXXXXX NAVIGATION LIMITED Signature By Xxxxxx X. Xxxxxxxx Print Name Print Name President & CEO Residence Address Title

Code Section 409A. Notwithstanding anything in this The Agreement is intended to comply with the contrary, requirements of Section 409A of the receipt of any benefits Code or an exemption or exclusion therefrom. Each payment under this Agreement shall be treated as a result separate payment for purposes of a termination of employment shall be subject to satisfaction Section 409A of the condition precedent Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. All reimbursements and in-kind benefits provided under this Agreement that the Participant undergo a “separation from service” constitute deferred compensation within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within Section 409A of the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to in accordance with the earlier requirements of Section 409A of the Code, including that (i) in no event shall reimbursements by the expiration Company under this Agreement be made later than the end of the six (6) month period measured from calendar year next following the date calendar year in which the applicable fees and expenses were incurred, provided that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the Participant’s “separation from service” calendar year next following the calendar year in which such fees and expenses were incurred; (as such term ii) the amount of in-kind benefits that the Company is defined obligated to pay or provide in any given calendar year (other than medical reimbursements described in Treas. Reg. § 1.409A-3(i)(1)(iv)(B)) shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime or if longer, through August 19, 2030. To the extent the Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code and the regulations and other guidance promulgated thereunder and any elections made by the Company in accordance therewith, notwithstanding the timing of payment provided in any other Section of this Agreement, no payment, distribution or benefit under this Agreement that constitutes a distribution of deferred compensation (within the meaning of Treasury Regulation Section 1.409A-1(b)) upon separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), after taking into account all available exemptions, that would otherwise be payable, distributable or (ii) settled during the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Periodsix-month period after separation from service, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of will be made during such delay) shall be paid or reimbursed to the Participant in a lump sumsix- month period, and any remaining payments such payment, distribution or benefit will instead be paid, distributed or settled on the first business day after such six-month period; provided that if the Executive dies following the Date of Termination and prior to the payment, distribution, settlement or provision of the any payments, distributions or benefits due under this Agreement delayed on account of Section 409A of the Code, such payments, distributions or benefits shall be paid or provided in accordance with to the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTpersonal representative of the Executive’s estate within 30 days after the date of the Executive’s death.

Code Section 409A. Notwithstanding anything To the extent applicable and notwithstanding any other provision of the Plan, the Plan and Award Agreements hereunder shall be administered, operated and interpreted in this Agreement accordance with Code Section 409A, including, without limitation, any regulations or other guidance that may be issued after the date on which the Board approves the Plan; provided, however, that, in the event that the Committee determines that any amounts payable hereunder may be taxable to a Grantee under Code Section 409A prior to the payment and/or delivery to such Grantee of such amount, the Company may (a) adopt such amendments to the Plan and related Award, and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Awards hereunder, and/or (b) take such other actions as the Committee determines necessary or appropriate to comply with or exempt the Plan and/or Awards from the requirements of Code Section 409A. The Company and its Subsidiaries make no guarantees to any Person regarding the tax treatment of Awards or payments made under the Plan, and, notwithstanding the above provisions and any agreement or understanding to the contrary, if any Award, payments or other amounts due to a Grantee (or his or her beneficiaries, as applicable) results in, or causes in any manner, the receipt application of any benefits adverse tax consequence under this Agreement Code Section 409A or otherwise to be imposed, then the Grantee (or his or her Beneficiaries, as a result of a termination of employment applicable) shall be subject solely liable for the payment of, and the Company and its Subsidiaries shall have no obligation or liability to satisfaction of pay or reimburse (either directly or otherwise) the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(hGrantee (or his or her Beneficiaries, as applicable) or for, any successor theretosuch adverse tax consequences. In additionthe case of any Deferred Compensation Award (in addition to Deferred Stock), if a Participant the provisions of Section 10.4 relating to permitted times of settlement shall apply to such Award. If any Deferred Compensation Award is deemed payable to be a “specified employee” (within the meaning of that term under Code Treasury Regulations Section 409A(a)(2)(B1.409A-1(i)), then with regard such payment, to any payment or the provisions extent payable due to the Grantee’s Termination of any benefit that is required to be delayed pursuant to Service and not otherwise exempt from Code Section 409A(a)(2)(B)409A, such payment or benefit shall not be made or provided prior to paid before the earlier of (i) the expiration date that is first day of the six seventh (67th) month period measured from after the date of the Participant’s “separation from service” such Termination of Service (as such term is defined in Treas. Reg. § 1.409A-1(h))or, or (ii) if earlier, the date of the Participantsuch Xxxxxxx’s death (the “Delay Period”death). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) six-month period measured from the date of the Participant’s 's “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s 's death (the “Delay Period”). Within ten (10) 10 days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO ACCEPTED BY THE COMPANY PARTICIPANT NOT LATER THAN THIRTY (30) 30 DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT. [Signatures follow on next page.] 

Code Section 409A. Notwithstanding anything in It is intended that this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall Award be subject to satisfaction exempt from or comply with Section 409A of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided interpreted and administered in accordance such intent; provided, however, that in no event shall the Corporation or any Subsidiary be liable for any additional tax, interest or penalty imposed upon or other damage suffered by the Participant on account of this Award being subject to but not in compliance with Section 409A of the normal payment dates specified for them hereinCode. SIGNATURE PAGE FOLLOWS GENTHERM INCORPORATED By: Name: Title: Dated: PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, NOR IN THE CORPORATION’S 2013 EQUITY INCENTIVE PLAN, WHICH IS INCORPORATED INTO THIS AGREEMENT SHALL BE NULL BY REFERENCE, CONFERS ON PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS AN EMPLOYEE OF THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, NOR INTERFERES IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE PARTICIPANT’S EMPLOYMENT WITH THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION AT ANY TIME, WITH OR WITHOUT CAUSE AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOWWITH OR WITHOUT PRIOR NOTICE. BY SIGNING ACCEPTING THIS AGREEMENT, PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS HEREBY CONSENTING TO FAMILIAR WITH THE PROCESSING TERMS AND TRANSFER PROVISIONS OF THE PARTICIPANT’S PERSONAL DATA BY PLAN. PARTICIPANT ACCEPTS THE COMPANY RESTRICTED STOCK UNITS SUBJECT TO ALL OF THE EXTENT NECESSARY TO ADMINISTER TERMS AND PROCESS THE AWARDS GRANTED UNDER PROVISIONS OF THIS AGREEMENT.. PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY. PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT. By: Name: Dated:

Code Section 409A. Notwithstanding anything in this This Agreement to and the contrary, the receipt of any amounts payable and other benefits provided under this Agreement as a result are intended to comply with, or otherwise be exempt from, Section 409A of a termination of employment the Code (“Section 409A”), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12). This Agreement shall be subject administered, interpreted and construed in a manner consistent with Section 409A. If any provision of this Agreement is found not to satisfaction comply with, or otherwise not be exempt from, the provisions of Section 409A, it shall be modified and given effect, in the sole discretion of the condition precedent that Board and without requiring the Participant undergo a “separation from service” within Employee’s consent, in such manner as the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed Board determines to be a “specified employee” within necessary or appropriate to comply with, or to effectuate an exemption from, Section 409A; provided, however, that in exercising its discretion under this Section 12, the meaning of that term under Code Section 409A(a)(2)(B), then with regard to Board shall modify this Agreement in the least restrictive manner necessary and without reducing any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such due under this Agreement. Each payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid treated as a separate identified payment for purposes of Section 409A. With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, the Employee, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following limitations: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in accordance with one taxable year shall not affect the normal expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (ii) the reimbursement of an eligible expense shall be made as specified in this Agreement and in no event later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefit shall not be subject to liquidation or exchange for another benefit. If a payment dates obligation under this Agreement arises on account of a change in control or the Employee’s termination of employment and such payment obligation constitutes “deferred compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation section 1.409A-1(b)(3) through (b)(12)), it shall be payable only if the change in control constitutes a change in ownership or effective control of the Company, etc. as provided in Treasury Regulation section 1.409A-3(i)(5) or after the Employee’s separation from service (as defined under Treasury Regulation section 1.409A-1(h)); provided, however, that if the Employee is a specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY employee (30as defined under Treasury Regulation section 1.409A-1(i)), any payment that is scheduled to be paid within six months after such separation from service shall accrue without interest and shall be paid on the first day of the seventh month beginning after the date of the Employee’s separation from service or, if earlier, within fifteen (15) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTdays after the appointment of the personal representative or executor of the Employee’s estate following his death.

Code Section 409A. Notwithstanding anything in It is intended that this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall Award be subject to satisfaction exempt from or comply with Section 409A of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid interpreted and administered in a manner which effectuates such intent; provided, however, that in no event shall the Corporation or provided any Subsidiary be liable for any additional tax, interest or penalty imposed upon or other damage suffered by the Participant on account of this Award being subject to but not in accordance compliance with Section 409A of the normal payment dates specified for them hereinCode. GENTHERM INCORPORATED By: Name: Title: Dated: THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK AWARD AGREEMENT, NOR IN THE CORPORATION’S 2023 EQUITY INCENTIVE PLAN, AS AMENDED, WHICH IS INCORPORATED INTO THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY REFERENCE, CONFERS ON THE PARTICIPANT UNLESS SIGNED ANY RIGHT WITH RESPECT TO CONTINUATION AS A SERVICE PROVIDER OR DIRECTOR OF THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, NOR INTERFERES IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE THE PARTICIPANT’S SERVICE OR DIRECTOR RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOWWITH OR WITHOUT PRIOR NOTICE. BY SIGNING ACCEPTING THIS AGREEMENT, THE PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS HEREBY CONSENTING FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN. THE PARTICIPANT ACCEPTS THE RESTRICTED STOCK SUBJECT TO ALL OF THE PROCESSING TERMS AND TRANSFER PROVISIONS OF THIS AGREEMENT. THE PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY. THE PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT. By: Name: [NAME OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.] Dated:

Code Section 409A. Notwithstanding anything in this Agreement All severance payments to the contrary, the receipt of any benefits under this Agreement as a result of be made upon a termination of employment shall under this Agreement may be subject to satisfaction of the condition precedent that the Participant undergo made only upon a “separation from of service” within the meaning of TreasSection 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Reg. § 1.409A-1(hNotwithstanding any provision to the contrary in this Agreement, subject to Employee’s compliance with Section 2(f), any amount payable under Section 2(d) or that is deemed deferred compensation subject to Section 409A of the Code shall be paid on the sixtieth (60th) day following Employee’s “separation from service.” Notwithstanding any successor thereto. In additionprovision to the contrary in this Agreement, if a Participant Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” within for purposes of Code Section 401A(a)(2)(B)(i), to the meaning extent delayed commencement of that term any portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B409A(a)(2)(B)(i), such payment or benefit portion of Employee’s benefits shall not be made or provided to Employee prior to the earlier of (i) the expiration of the six (6) six-month period measured from the date of the ParticipantEmployee’s “separation from of service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), with the Company or (ii) the date of Employee’s death. Upon the Participant’s death (the “Delay Period”). Within ten (10) days first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay4(b) shall be paid or reimbursed to the Participant in a lump sumsum to Employee, and any remaining payments and benefits due under the Agreement shall be paid as otherwise provided herein. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s right to receive installment payments under this Agreement shall be paid treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. It is intended that none of the severance payments and benefits to be provided hereunder will be subject to Section 409A of the Code and any ambiguities herein will be interpreted to be so exempt or, if not so exempt, to comply with Section 409A of the Code. Employee and the Company agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or provided desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A of the Code. Notwithstanding anything to the contrary contained herein, to the extent that any amendment to this Agreement with respect to the payment of any severance payments or benefits would constitute under Code Section 409A a delay in a payment or a change in the form of payment, then such amendment must be done in a manner that complies with Code Section 409A(a)(4)(C). Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the normal payment dates specified last day of Employee’s taxable year following the taxable year in which Employee incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of Employee shall not affect the amount eligible for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTreimbursement or in-kind benefits payable in any other taxable year of Employee, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTand Employee’s right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit.

Code Section 409A. Notwithstanding anything in this Agreement any provision to the contrary, contrary in the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In additionAgreement, if a Participant is you are deemed by the Corporation at the time of your Separation from Service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provisions extent delayed commencement of any benefit that portion of the termination benefits to which you are entitled under this Agreement is required in order to be delayed pursuant to Code avoid a prohibited distribution under Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the Code, such payment or benefit portion of your termination benefits shall not be made or provided to you prior to the earlier of (ia) the expiration of the six (6) six-month period measured from the date of your Separation from Service with the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), Corporation or (iib) the date of the Participant’s death (the “Delay Period”)your death. Within ten (10) days Upon first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) deferral period, all payments and benefits delayed deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 4.5 shall be paid or reimbursed to the Participant in a lump sumsum to you, and any remaining payments and benefits due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive the payments payable pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each payment shall at all times be considered separate and distinct. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements shall be paid to you no later than December 31 of the year following the year in which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement under the Agreement will not be subject to liquidation or provided in accordance with the normal payment dates specified exchange for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTanother benefit.

Code Section 409A. If and to the extent that Code Section 409A is deemed to apply to the Award, it is intended that this Agreement and the Award shall, to the extent practicable, be construed in accordance therewith. Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that if the Participant undergo a is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. § Section 1.409A-1(h)) or any successor thereto. In addition, if a Participant is deemed with the Company to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B1.409A-1(i)), then with regard to any payment or the provisions that is considered deferred compensation under Code Section 409A payable on account of any benefit a “separation from service” that is required to be delayed pursuant to Code Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall not be made or provided prior to on the date that is the earlier of (i) the expiration of the six (6) six-month period measured from the date of the Participant’s “separation from service” (as with such term is defined in Treas. Reg. § 1.409A-1(h))payments to be made during the seventh month following the “separation from service”) or, or if earlier, (ii) the date of the Participant’s death death, or as otherwise permitted under Code Section 409A (the “Delay Period”). Within ten (10) days following Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 24 shall be paid or reimbursed to the Participant in a lump sum, and . Notwithstanding any remaining payments and benefits due under provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment constituting deferred compensation for purposes of Code Section 409A, references to the Participant’s “termination of employment” (and corollary terms) with the Company shall be paid or provided in accordance construed to refer to the Participant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the normal payment dates specified Company. In the event that the Award, this Agreement, or the Plan is deemed not to comply with Code Section 409A, then neither the Company, the Board of Directors, the Committee, nor its designees or agents will be responsible to the Participant or any person for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTactions, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTdecisions, or determinations made in good faith.

Code Section 409A. Notwithstanding anything in this Agreement To the extent (a) any payments or benefits to the contrary, the receipt of any benefits which you become entitled under this Agreement as a result of a Agreement, or under any other agreement or Company plan, in connection with your termination of employment shall be with the Company constitute deferred compensation subject to satisfaction Section 409A of the condition precedent that Code and (b) you are deemed at the Participant undergo a “separation from service” within the meaning time of Treas. Reg. § 1.409A-1(h) such retirement or any successor thereto. In addition, if a Participant is deemed termination of employment to be a “specified employee” within under Section 409A of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit payments shall not be made or provided prior to commence until the earlier earliest of (i) the expiration of the six (6) month 6)-month period measured from the date of the Participant’s your “separation from service” (as such term is at the time defined in Treas. Reg. § 1.409A-1(h)), Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the Participant’s death extent required to avoid adverse tax treatment to you, including (without limitation) the “Delay Period”)additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such deferral. Within ten (10) days following Upon the expiration of the Delay Periodapplicable deferral period, all any payments and benefits delayed pursuant to this Section (whether they which would have otherwise been payable made during that period (whether in a single sum or in installments installments) in the absence of such delay) this Section 8 shall be paid to you or reimbursed your beneficiary in one lump sum (without interest). Any retirement or termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the Participant rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. This Agreement shall be interpreted and administered in a lump sum, and manner so that any remaining payments and benefits due under this Agreement amount or benefit payable hereunder shall be paid or provided in accordance a manner that is either exempt from or compliant with the normal requirements of Section 409A of the Code and applicable regulations thereunder. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-1(b)(4) (as a “short-term deferral”) and Section 1.409A-1 (b)(9) (as a “separation pay due to involuntary separation”). To the extent any payment dates specified hereunder may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short- term deferral, even if it may also qualify for them an exemption from Section 409A of the Code under another provision of Section 409A of the Code. To the extent that any payment under this Agreement is subject to Section 409A of the Code and ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Except as otherwise expressly provided herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY , to the extent any expense reimbursement or the Hxxxxxxx Xxxxx provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTexcept for any lifetime or other aggregate limitation applicable to medical expenses), THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTin no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. Notwithstanding anything in It is intended that this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall Award be subject to satisfaction exempt from or comply with Section 409A of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid interpreted and administered in a manner which effectuates such intent; provided, however, that in no event shall the Corporation or provided any Subsidiary be liable for any additional tax, interest or penalty imposed upon or other damage suffered by the Participant on account of this Award being subject to but not in accordance compliance with Section 409A of the normal payment dates specified for them hereinCode. SIGNATURE PAGE FOLLOWS GENTHERM INCORPORATED By: Name: Title: Dated: PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, NOR IN THE CORPORATION’S 2013 EQUITY INCENTIVE PLAN, WHICH IS INCORPORATED INTO THIS AGREEMENT SHALL BE NULL BY REFERENCE, CONFERS ON PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS AN EMPLOYEE OF THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, NOR INTERFERES IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE PARTICIPANT’S EMPLOYMENT WITH THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION AT ANY TIME, WITH OR WITHOUT CAUSE AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOWWITH OR WITHOUT PRIOR NOTICE. BY SIGNING ACCEPTING THIS AGREEMENT, PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS HEREBY CONSENTING TO FAMILIAR WITH THE PROCESSING TERMS AND TRANSFER PROVISIONS OF THE PARTICIPANT’S PERSONAL DATA BY PLAN. PARTICIPANT ACCEPTS THE COMPANY RESTRICTED STOCK UNITS SUBJECT TO ALL OF THE EXTENT NECESSARY TO ADMINISTER TERMS AND PROCESS THE AWARDS GRANTED UNDER PROVISIONS OF THIS AGREEMENT.. PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY. PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT. By: Name: Dated:

Code Section 409A. (i)if any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall, after consulting with you, reform such provision to comply with Section 409A of the Code; provided, that the Company agrees to maintain, to the maximum extent practicable, the original intent and economic benefit to you of the applicable provision without violating the provisions of Section 409A of the Code, (ii) Notwithstanding anything any provision to the contrary in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In additionAgreement, if a Participant is you are deemed on the Date of Termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)) of the Code and the Company is a public company, then with regard the payments specified as being subject to any payment or the provisions of any benefit that is required to be delayed pursuant to Code this Section 409A(a)(2)(B), such payment or benefit 11 (b)(ii) shall not be made or provided (subject to the last sentence hereof) prior to the earlier of (iA) the expiration of the six (6) month period measured from the date of the Participant’s your “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), Treasury Regulations issued under Code Section 409A) or (iiB) the date of the Participant’s your death (the “Delay Period”). Within ten (10) days following Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 11 (b)(ii) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant you in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY herein.(iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits subject to Code Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” (30iv) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT(a) All expenses or other reimbursements as provided herein shall be payable in accordance with the Company’s policies in effect from time to time, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.but in any event shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were

Code Section 409A. Notwithstanding anything in It is intended that this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall Award be subject to satisfaction exempt from or comply with Section 409A of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid interpreted and administered in a manner which effectuates such intent; provided, however, that in no event shall the Corporation or provided any Subsidiary be liable for any additional tax, interest or penalty imposed upon or other damage suffered by the Participant on account of this Award being subject to but not in accordance compliance with Section 409A of the normal payment dates specified for them hereinCode. GENTHERM INCORPORATED By: Name: Title: Dated: THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT, NOR IN THE CORPORATION’S 2023 EQUITY INCENTIVE PLAN, AS AMENDED, WHICH IS INCORPORATED INTO THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY REFERENCE, CONFERS ON THE PARTICIPANT UNLESS SIGNED ANY RIGHT WITH RESPECT TO CONTINUATION AS AN EMPLOYEE OF THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, NOR INTERFERES IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE THE PARTICIPANT’S EMPLOYMENT WITH THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION AT ANY TIME, WITH OR WITHOUT CAUSE AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOWWITH OR WITHOUT PRIOR NOTICE. BY SIGNING ACCEPTING THIS AGREEMENT, THE PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS HEREBY CONSENTING FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN. THE PARTICIPANT ACCEPTS THE PSUS SUBJECT TO ALL OF THE PROCESSING TERMS AND TRANSFER PROVISIONS OF THIS AGREEMENT. THE PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY. THE PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT. By: Name: [NAME OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.] Dated: Exhibit A Determination of Performance Goals and Earned PSUs

Code Section 409A. Notwithstanding anything in any other provision of this Agreement to the contrary, if you are deemed by the receipt Corporation at the time of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation your Separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed Service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provisions extent delayed commencement of any benefit that portion of the termination benefits to which you are entitled under this Agreement is required in order to be delayed pursuant to Code avoid a prohibited distribution under Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the Code, such payment or benefit portion of your termination benefits shall not be made or provided to you prior to the earlier of (ia) the expiration of the six (6) month period measured from the date of your Separation from Service with the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), Corporation or (iib) the date of your death. Upon the Participant’s death (the “Delay Period”). Within ten (10) days first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) deferral period, all payments and benefits delayed deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 7 shall be paid or reimbursed to the Participant in a lump sumsum to you, and any remaining payments and benefits due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive the payments payable pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each payment shall at all times be considered separate and distinct. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements shall be paid to you no later than December 31 of the year following the year in which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement under the Agreement will not be subject to liquidation or provided in accordance with the normal payment dates specified exchange for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTanother benefit.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s 's “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s 's death (the “Delay SENIOR EXECUTIVE VERSION Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. IN ADDITION, THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT IF THE STOCKHOLDERS OF THE COMPANY DO NOT APPROVE THE PLAN AT THE ANNUAL MEETING OF STOCKHOLDERS IN JULY, 2015. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING USE AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in this Agreement All separation payments to the contrary, the receipt of any benefits under this Agreement as a result of be made upon a termination of employment shall under this Agreement may be subject to satisfaction of the condition precedent that the Participant undergo made only upon a “separation from of service” within the meaning of TreasSection 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Reg. § 1.409A-1(h) or Notwithstanding any successor thereto. In additionprovision to the contrary in this Agreement, if a Participant EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE's separation from service to be a “specified employee” within for purposes of Code Section 401A(a)(2)(B)(i), to the meaning extent delayed commencement of that term any portion of the benefits to which EMPLOYEE is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B409A(a)(2)(B)(i), such payment or benefit portion of EMPLOYEE'S benefits shall not be made or provided to EMPLOYEE prior to the earlier of (i) the expiration of the six (6) six-month period measured from the date of the Participant’s EMPLOYEE’S “separation from of service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), with CUBIC or (ii) the date of EMPLOYEE’S death. Upon the Participant’s death (the “Delay Period”). Within ten (10) days first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 25 shall be paid or reimbursed to the Participant in a lump sumsum to EMPLOYEE, and any remaining payments and benefits due under this Agreement shall be paid or as otherwise provided herein. To the extent applicable, this Agreement shall be interpreted in accordance with the normal payment dates specified applicable exemptions from Section 409A of the Code. To the extent that any provision of the Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of EMPLOYEE'S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE'S will not affect the amount eligible for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTreimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE'S, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.and EMPLOYEE'S right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit

Code Section 409A. Notwithstanding anything in For purposes of Code Section 409A, the regulations and other guidance there under and any state law of similar effect (collectively “Section 409A”), each distribution that is made pursuant to this Agreement is hereby designated as a separate payment. The Participant and the Company intend that all distributions made or to the contrary, the receipt of any benefits be made under this Agreement as a result comply with, or are exempt from, the requirements of a termination Section 409A so that none of employment shall the distributions will be subject to satisfaction the adverse tax penalties imposed under Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Specifically, any distribution made in connection with the Participant’s Termination and paid on or before the 15th day of the condition precedent that 3rd month following the end of the Participant’s first tax year in which the Participant’s Termination occurs or, if later, the 15th day of the 3rd month following the end of the Company’s first tax year in which the Participant’s Termination occurs, shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional distribution made in connection with the Participant’s Termination under this Agreement shall be exempt from Section 409A to the maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii) (to the extent it is exempt pursuant to such section it will in any event be paid no later than the last day of the Participant’s 2nd taxable year following the taxable year in which the Participant’s Termination occurs). Notwithstanding the foregoing, if any of the distributions provided in connection with the Participant’s Termination do not qualify for any reason to be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any other applicable exemption and the Participant undergo a “separation from service” within is, at the meaning time of Treas. Reg. § 1.409A-1(h) or any successor thereto. In additionthe Participant’s Termination, if a Participant is deemed to be a “specified employee,” within the meaning of that term under Code as defined in Treasury Regulation Section 409A(a)(2)(B1.409A-1(i), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), each such payment or benefit shall distribution will not be made or provided prior to until the earlier of (i) the expiration first regularly scheduled payroll date of the six 7th month after the Participant’s Termination and, on such date (6) month period measured from or, if earlier, the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)death), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, Participant will receive all payments and benefits delayed pursuant to this Section (whether they distributions that would have otherwise been payable made during such period in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any distribution. Any remaining payments and benefits distributions due under this Agreement shall be paid or made as otherwise provided herein. The determination of whether the Participant is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of such Termination shall made by the Committee in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.terms of Section 409A.

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s 's “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s 's death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Rev. 8.2018 - General Rev. 8.2018 - General THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING USE AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in It is intended that this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall Award be subject to satisfaction exempt from or comply with Section 409A of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid interpreted and administered in a manner which effectuates such intent; provided, however, that in no event shall the Corporation or provided any Subsidiary be liable for any additional tax, interest or penalty imposed upon or other damage suffered by the Participant on account of this Award being subject to but not in accordance compliance with Section 409A of the normal payment dates specified for them hereinCode. GENTHERM INCORPORATED By: Name: Title: Dated: THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, NOR IN THE CORPORATION’S 2023 EQUITY INCENTIVE PLAN, AS AMENDED, WHICH IS INCORPORATED INTO THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY REFERENCE, CONFERS ON THE PARTICIPANT UNLESS SIGNED ANY RIGHT WITH RESPECT TO CONTINUATION AS AN EMPLOYEE OF THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, NOR INTERFERES IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE THE PARTICIPANT’S EMPLOYMENT WITH THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION AT ANY TIME, WITH OR WITHOUT CAUSE AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOWWITH OR WITHOUT PRIOR NOTICE. BY SIGNING ACCEPTING THIS AGREEMENT, THE PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS HEREBY CONSENTING FAMILIAR WITH THE TERMS AND PROVISIONS OF THE PLAN. THE PARTICIPANT ACCEPTS THE RSUs SUBJECT TO ALL OF THE PROCESSING TERMS AND TRANSFER PROVISIONS OF THIS AGREEMENT. THE PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY. THE PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT. By: Name: [NAME OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.] Dated:

Code Section 409A. Notwithstanding anything in It is intended that this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall Award be subject to satisfaction exempt from or comply with Section 409A of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid interpreted and administered in a manner which effectuates such intent; provided, however, that in no event shall the Corporation or provided any Subsidiary be liable for any additional tax, interest or penalty imposed upon or other damage suffered by the Participant on account of this Award being subject to but not in accordance compliance with Section 409A of the normal payment dates specified for them hereinCode. GENTHERM INCORPORATED By: Name: [ ] Title: [ ] Dated: [ ] PARTICIPANT ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-BASED GRANT), NOR IN THE CORPORATION’S 2013 EQUITY INCENTIVE PLAN, AS AMENDED, WHICH IS INCORPORATED INTO THIS AGREEMENT SHALL BE NULL BY REFERENCE, CONFERS ON PARTICIPANT ANY RIGHT WITH RESPECT TO CONTINUATION AS AN EMPLOYEE OF THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION, NOR INTERFERES IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE CORPORATION’S RIGHT TO TERMINATE PARTICIPANT’S EMPLOYMENT WITH THE CORPORATION OR ANY PARENT OR ANY SUBSIDIARY OR AFFILIATE OF THE CORPORATION AT ANY TIME, WITH OR WITHOUT CAUSE AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOWWITH OR WITHOUT PRIOR NOTICE. BY SIGNING ACCEPTING THIS AGREEMENT, PARTICIPANT ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND REPRESENTS THAT THE PARTICIPANT IS HEREBY CONSENTING TO FAMILIAR WITH THE PROCESSING TERMS AND TRANSFER PROVISIONS OF THE PARTICIPANT’S PERSONAL DATA BY PLAN. PARTICIPANT ACCEPTS THE COMPANY PSUs SUBJECT TO ALL OF THE EXTENT NECESSARY TO ADMINISTER TERMS AND PROCESS THE AWARDS GRANTED UNDER PROVISIONS OF THIS AGREEMENT.. PARTICIPANT HAS REVIEWED THE PLAN AND THIS AGREEMENT IN THEIR ENTIRETY. PARTICIPANT AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AGREEMENT. By: [ ] Name: [ ] Dated: [ ] Exhibit A Determination of Performance Goals and Earned PSUs

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY SIXTY (3060) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. Notwithstanding anything in this Agreement All separation payments to the contrary, the receipt of any benefits under this Agreement as a result of be made upon a termination of employment shall under this Agreement may be subject to satisfaction of the condition precedent that the Participant undergo made only upon a “separation from of service” within the meaning of TreasSection 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Reg. § 1.409A-1(h) or Notwithstanding any successor thereto. In additionprovision to the contrary in this Agreement, if a Participant EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE's separation from service to be a “specified employee” within for purposes of Code Section 401A(a)(2)(B)(i), to the meaning extent delayed commencement of that term any portion of the benefits to which EMPLOYEE is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B409A(a)(2)(B)(i), such payment or benefit portion of EMPLOYEE'S benefits shall not be made or provided to EMPLOYEE prior to the earlier of (i) the expiration of the six (6) six-month period measured from the date of the Participant’s EMPLOYEE’S “separation from of service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), with CUBIC or (ii) the date of EMPLOYEE’S death. Upon the Participant’s death (the “Delay Period”). Within ten (10) days first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 12 shall be paid or reimbursed to the Participant in a lump sumsum to EMPLOYEE, and any remaining payments and benefits due under this Agreement shall be paid or as otherwise provided herein. To the extent applicable, this Agreement shall be interpreted in accordance with the normal payment dates specified applicable exemptions from Section 409A of the Code. To the extent that any provision of the Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of EMPLOYEE'S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE'S will not affect the amount eligible for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTreimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE'S, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.and EMPLOYEE'S right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit Xxxx X. Xxxxxx July 11, 2017 Page 12 of 19

Code Section 409A. Notwithstanding anything in this Agreement to the contrary, the receipt of any benefits under this Agreement as a result of a termination of employment Participant as a director shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In addition, if a Participant is deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.

Code Section 409A. If and to the extent that Code Section 409A is deemed to apply to the Award, it is intended that this Agreement and the Award shall, to the extent practicable, be construed in accordance therewith. Notwithstanding anything any provision to the contrary in this Agreement to the contraryAgreement, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that if the Participant undergo a is deemed on the date of his or her “separation from service” (within the meaning of Treas. Reg. § Section 1.409A-1(h)) or any successor thereto. In addition, if a Participant is deemed with the Company to be a “specified employee” (within the meaning of that term under Code Treas. Reg. Section 409A(a)(2)(B1.409A-1(i)), then with regard to any payment or the provisions that is considered deferred compensation under Code Section 409A payable on account of any benefit a “separation from service” that is required to be delayed pursuant to Code Section 409A(a)(2)(B) (after taking into account any applicable exceptions to such requirement), such payment or benefit shall not be made or provided prior to on the date that is the earlier of (i) the expiration of the six (6) month 6)-month period measured from the date of the Participant’s “separation from service” (as with such term is defined in Treas. Reg. § 1.409A-1(h)payment to be made during the seventh month following the “separation from service”), or or, if earlier, (ii) the date of the Participant’s death death, or as otherwise permitted under Code Section 409A (the “Delay Period”). Within ten (10) days following Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 22 shall be paid or reimbursed to the Participant in a lump sum, and . Notwithstanding any remaining payments and benefits due under provision of this Agreement to the contrary, for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment constituting deferred compensation for purposes of Code Section 409A, references to the Participant’s “termination of employment” (and corollary terms) with the Company shall be paid or provided in accordance construed to refer to the Participant’s “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with the normal payment dates specified Company. In the event that this Award, this Agreement, or the Plan is deemed not to comply with Code Section 409A, then neither the Company, the Board of Directors, the Committee, nor its designees or agents will be responsible to the Participant or any other person for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTactions, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTdecisions, or determinations made in good faith.

Code Section 409A. Notwithstanding anything in this Agreement To the extent that the right to the contrary, the receipt of any benefits payment under this Agreement provides for deferred compensation within the meaning of Section 409A of the Code that is not exempt from Code Section 409A as involuntary separation pay or a result of short-term deferral (or otherwise), a termination of employment shall not be subject deemed to satisfaction have occurred for purposes of the condition precedent that the Participant undergo any provision of this Agreement providing for any payment or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) Code Section 409A and, for purposes of any such provision, references to a “termination,” “termination of employment,” or any successor thereto. like terms shall mean “separation from service.” In addition, notwithstanding any provision to the contrary in this agreement, if a Participant Executive is deemed on the date of Executive’s “separation from service” (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B409A), then with regard to any payment or the provisions of any benefit under this Agreement that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit shall not be made or provided prior to the later of (1) June 30, 2012, or (2) the earlier of (ia) the expiration of the six (6) month period measured from the date of the ParticipantExecutive’s “separation from service” and (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (iib) the date of the ParticipantExecutive’s death (the “Delay Period”)death. Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due Each payment under this Agreement shall be paid treated as a separate payment for purposes of Code Section 409A. In addition, to the extent that any reimbursement or in-kind benefit under this Agreement or under any other reimbursement or in-kind benefit plan or arrangement in which Executive participates during the term of Executive’s employment under this Agreement or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, (i) the amount eligible for reimbursement or in-kind benefit in one calendar year may not affect the amount eligible for reimbursement or in-kind benefit in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), (ii) the right to reimbursement or an in-kind benefit is not subject to liquidation or exchange for another benefit, and (iii) subject to any shorter time periods provided herein, any such reimbursement of an expense must be made on or before the last day of the calendar year following the calendar year in accordance with which the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTexpense was incurred.”

Code Section 409A. Notwithstanding anything in this Agreement All payments upon a termination of service to the contrary, the receipt of any benefits be made under this Agreement as a result of a termination of employment shall may be subject to satisfaction of the condition precedent that the Participant undergo made only upon a “separation from of service” within the meaning of TreasSection 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Reg. § 1.409A-1(h) or Notwithstanding any successor thereto. In additionprovision to the contrary in this Agreement, if a Participant Employee is deemed by the Company at the time of Employee’s separation from service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), to the meaning extent delayed commencement of any portion of the benefits to which Employee is entitled under this Agreement that term are deemed to be “deferred compensation” is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B409A(a)(2)(B)(i), such payment or benefit portion of Employee’s benefits shall not be made or provided to Employee prior to the earlier of (i) the expiration of the six (6) month 6)-month period measured from the date of the ParticipantEmployee’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), with the Company or (ii) the date of Employee’s death. Upon the Participant’s death (the “Delay Period”). Within ten (10) days first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay10(g) shall be paid or reimbursed to the Participant in a lump sumsum to Employee, and any remaining payments and benefits due under this Agreement shall be paid or as otherwise provided in accordance with the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY For purposes of Code Section 409A (30including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payments under this Agreement shall be treated as a separate payment under a right to receive a series of separate payments and, accordingly, each payment hereunder shall at all times be considered a separate and distinct payment. It is intended that all of the severance payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOWand 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. BY SIGNING THIS AGREEMENTThe Company and Employee agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A. NeoPhotonics Corporation Confidential Information

Code Section 409A. Notwithstanding anything in this Agreement any provision to the contrary, contrary in the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) or any successor thereto. In additionAgreement, if a Participant is you are deemed by the Corporation at the time of your Separation from Service to be a “specified employee” within for purposes of Section 409A(a)(2)(B)(i) of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provisions extent delayed commencement of any benefit that portion of the termination benefits to which you are entitled under this Agreement is required in order to be delayed pursuant to Code avoid a prohibited distribution under Section 409A(a)(2)(B)409A(a)(2)(B)(i) of the Code, such payment or benefit portion of your termination benefits shall not be made or provided to you prior to the earlier of (ia) the expiration of the six (6) six-month period measured from the date of your Separation from Service with the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), Corporation or (iib) the date of your death. Upon the Participant’s death (the “Delay Period”). Within ten (10) days first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) deferral period, all payments and benefits delayed deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 7 shall be paid or reimbursed to the Participant in a lump sumsum to you, and any remaining payments and benefits due under the Agreement shall be paid as otherwise provided herein. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), your right to receive the payments payable pursuant to this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each payment shall at all times be considered separate and distinct. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any such reimbursements shall be paid to you no later than December 31 of the year following the year in which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and your right to reimbursement under the Agreement will not be subject to liquidation or provided in accordance with the normal payment dates specified exchange for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTanother benefit.

Code Section 409A. Notwithstanding anything in this Agreement All separation payments to the contrary, the receipt of any benefits under this Agreement as a result of be made upon a termination of employment shall under this Agreement may be subject to satisfaction of the condition precedent that the Participant undergo made only upon a “separation from of service” within the meaning of TreasSection 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder. Reg. § 1.409A-1(h) or Notwithstanding any successor thereto. In additionprovision to the contrary in this Agreement, if a Participant EMPLOYEE is deemed by CUBIC at the time of EMPLOYEE’s separation from service to be a “specified employee” within for purposes of Code Section 401A(a)(2)(B)(i), to the meaning extent delayed commencement of that term any portion of the benefits to which EMPLOYEE is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B409A(a)(2)(B)(i), such payment or benefit portion of EMPLOYEE’S benefits shall not be made or provided to EMPLOYEE prior to the earlier of (i) the expiration of the six (6) six-month period measured from the date of the Participant’s EMPLOYEE’S “separation from of service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), with CUBIC or (ii) the date of EMPLOYEE’S death. Upon the Participant’s death (the “Delay Period”). Within ten (10) days first business day following the expiration of the Delay Periodapplicable Code Section 409A(a)(2)(B)(i) period, all payments and benefits delayed deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 25 shall be paid or reimbursed to the Participant in a lump sumsum to EMPLOYEE, and any remaining payments and benefits due under this Agreement shall be paid or as otherwise provided herein. To the extent applicable, this Agreement shall be interpreted in accordance with the normal payment dates specified applicable exemptions from Section 409A of the Code. To the extent that any provision of the Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 409A(a)(1)(B) of the Code. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. Any reimbursement of expenses or in-kind benefits payable under this Agreement shall be made in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv) and shall be paid on or before the last day of EMPLOYEE’S taxable year following the taxable year in which EMPLOYEE incurred the expenses. The amount of expenses reimbursed or in-kind benefits payable during any taxable year of EMPLOYEE’S will not affect the amount eligible for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTreimbursement or in-kind benefits payable in any other taxable year of EMPLOYEE’S, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANTand EMPLOYEE’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.right to reimbursement for such amounts shall not be subject to liquidation or exchange for any other benefit

Code Section 409A. Notwithstanding anything in this Agreement To the extent (a) any payments or benefits to the contrary, the receipt of any benefits which you become entitled under this Agreement as a result of a Agreement, or under any other agreement or Company plan, in connection with your termination of employment shall be with the Company constitute deferred compensation subject to satisfaction Section 409A of the condition precedent that Code and (b) you are deemed at the Participant undergo a “separation from service” within the meaning time of Treas. Reg. § 1.409A-1(h) such retirement or any successor thereto. In addition, if a Participant is deemed termination of employment to be a “specified employee” within under Section 409A of the meaning of that term under Code Section 409A(a)(2)(B)Code, then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit payments shall not be made or provided prior to commence until the earlier earliest of (i) the expiration of the six (6) month 6)-month period measured from the date of the Participant’s your “separation from service” (as such term is at the time defined in Treas. Reg. § 1.409A-1(h)), Treasury Regulations under Section 409A of the Code) from the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the Participant’s death extent required to avoid adverse tax treatment to you, including (without limitation) the “Delay Period”)additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(l)(B) of the Code in the absence of such deferral. Within ten (10) days following Upon the expiration of the Delay Periodapplicable deferral period, all any payments and benefits delayed pursuant to this Section (whether they which would have otherwise been payable made during that period (whether in a single sum or in installments installments) in the absence of such delay) this Section 8 shall be paid to you or reimbursed your beneficiary in one lump sum (without interest). Any retirement or termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the Participant rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1. This Agreement shall be interpreted and administered in a lump sum, and manner so that any remaining payments and benefits due under this Agreement amount or benefit payable hereunder shall be paid or provided in accordance a manner that is either exempt from or compliant with the normal requirements of Section 409A of the Code and applicable regulations thereunder. It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulations Section 1.409A-I(b)(4) (as a “short-term deferral”) and Section 1.409A-I(b)(9) (as a “separation pay due to involuntary separation”). To the extent any payment dates specified hereunder may be classified as a “short-term deferral” within the meaning of Section 409A, such payment shall be deemed a short-term deferral, even if it may also qualify for them an exemption from Section 409A of the Code under another provision of Section 409A of the Code. To the extent that any payment under this Agreement is subject to Section 409A of the Code and ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code. Except as otherwise expressly provided herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY , to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTexcept for any lifetime or other aggregate limitation applicable to medical expenses), THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENTin no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

Code Section 409A. Notwithstanding anything in It is intended that this Agreement and the Performance-Based Award granted hereunder will comply with or be exempt from Code Section 409A, and this Agreement will be construed and interpreted in accordance with such intent. A termination of employment (or other service, as the case may be) shall not be deemed to the contrary, the receipt have occurred for purposes of any benefits under provision of this Agreement as a result providing for the payment of any amounts or benefits upon or following a termination of employment shall be subject to satisfaction of (or other service, as the condition precedent that the Participant undergo case may be) unless such termination is also a “separation from service” within the meaning of Treas. Reg. § 1.409A-1(h) Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or any successor thereto. In additionlike terms shall mean “separation from service.” Notwithstanding anything herein to the contrary, the following shall apply, if a Participant is and to the extent required by Code Section 409A, in the event that (A) you are deemed to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B)409A(a)(2)(B)(i) and (B) amounts or benefits under the Performance-Based Award or any other program, then with regard to any payment plan or arrangement of the provisions Employer or a controlled group affiliate thereof are due or payable on account of any benefit “separation from service” within the meaning of Treasury Regulations Section 1.409A-1(h): No such payments that is required to be delayed pursuant are “nonqualified deferred compensation” subject to Code Section 409A(a)(2)(B), such payment or benefit 409A shall not be made or provided prior to the earlier date that is six (6) months after the date of (i) separation from service or, if earlier, the expiration date of the death; following any applicable six (6) month period measured from delay, all such delayed payments will be paid in a single lump sum (without interest) on the date of earliest permissible payment date. Notwithstanding anything herein to the Participant’s “separation from service” contrary, to the extent that a Supplemental Bonus is (as such term is defined in Treas. Reg. § 1.409A-1(h)), or i) subject to Code Section 409A and (ii) a Change of Control would accelerate the timing of payment thereunder, the payment of such Supplemental Bonus shall not occur until the earliest of (I) the Change of Control if such Change of Control constitutes a “change in the ownership of the corporation,” a “change in the effective control of the corporation” or a “change in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Code Section 409A(2)(A)(v), (II) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments and benefits delayed such Supplemental Bonus would otherwise be settled pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence terms of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with and (III) your “separation of service” within the normal payment dates specified for them herein. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENT, THE PARTICIPANT IS HEREBY CONSENTING TO THE PROCESSING AND TRANSFER OF THE PARTICIPANT’S PERSONAL DATA BY THE COMPANY TO THE EXTENT NECESSARY TO ADMINISTER AND PROCESS THE AWARDS GRANTED UNDER THIS AGREEMENT.meaning of Code Section 409A.