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 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 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 Agreement All severance benefits to the contrary, the receipt of any benefits under this Agreement as a result of be paid 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 (a “Separation from Service”). 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 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 benefits to which Employee is 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 shall portion of Employee’s benefits will 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 Separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), Service 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 delay5(b) shall will be paid or reimbursed to the Participant in a lump sumsum to Employee (or Employee’s estate or beneficiaries), and any remaining payments due under the Agreement will be paid as otherwise provided herein. For purposes of Section 409A of the Code, Employee’s right to receive the payments of compensation pursuant to the Agreement will be treated as a right to receive a series of separate payments and accordingly, each payment will at all times be considered a separate and distinct payment. This paragraph is intended to comply with the requirements of Section 409A of the Code so that none of the severance payments and benefits due to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code and any ambiguities herein will be interpreted to so comply. Employee and the Company agree to work together in good faith to consider amendments to this Agreement shall be paid and to take such reasonable actions which are necessary, appropriate or provided in accordance with desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A of 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 AGREEMENTCode.

Code Section 409A. Notwithstanding anything in It is intended that all of the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the contrarygreatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), the receipt of Employee’s right to receive any benefits installment payments under this Agreement (whether severance payments, reimbursements or otherwise) will be treated as a result right to receive a series of separate payments and, accordingly, each installment payment hereunder will at all times be considered a termination separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if the Employee is deemed by the Company at the time 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 service to be a “specified employee” within for purposes of Code Section 409A(a)(2)(B)(i), and if any of the meaning payments set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of that term any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B), then with regard to any payment or 409A(a)(2)(B)(i) and the provisions of any benefit that is required to be delayed pursuant to Code related adverse taxation under Section 409A(a)(2)(B)409A, such payment or benefit shall payments will not be made or provided to the Employee prior to the earlier earliest of (i) the expiration of the six (6) six-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))Termination Date, or (ii) the date of the ParticipantEmployee’s death or (iii) such earlier date as permitted under Code Section 409A without the “Delay Period”)imposition of adverse taxation. Within ten (10) days Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all Payments deferred pursuant to this Paragraph 18(c) will be paid in a lump sum to the Delay PeriodEmployee, and any remaining Payments due will be paid as otherwise provided herein or in the applicable agreement. No interest will be due on any amounts so deferred. Notwithstanding any other provision herein to the contrary, in the event of any ambiguity in the terms of this Agreement, such term(s) will be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend all payments and benefits delayed pursuant hereunder to this be in compliance with Code 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.409A.

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 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 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 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. (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 deemed to be a “specified employee” within the meaning date of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions commencement of any benefit that is required to installment payments payable under this Agreement must be delayed pursuant for six months in order to Code meet the requirements of Section 409A(a)(2)(B)) of the Code applicable to “specified employees”, then any such payment or benefit payments 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 (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.” (iv) (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, 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 incurred by you; (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year; and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTdays following the date of termination”), 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 actual date of payment within the specified period shall be within the sole discretion of the Company.

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 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. (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 deemed to be a “specified employee” within the meaning date of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions commencement of any benefit that is required to installment payments payable under this Agreement must be delayed pursuant for six months in order to Code meet the requirements of Section 409A(a)(2)(B)) of the Code applicable to “specified employees”, then any such payment or benefit payments 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 hereinherein.(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.” (iv) (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, 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 incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.(v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTdays following the date of termination”), 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 actual date of payment within the specified period shall be within the sole discretion of the Company.

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 any provision of this Agreement to the contrary, if 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 as defined in 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 Employee shall not be made or provided prior entitled to any payments upon a termination of Employee’s employment until the earlier of (i) the expiration of the date which is six (6) month period measured from the date of the Participantmonths after Employee’s “separation from service” service (as such term is defined in Treas. Reg. § 1.409A-1(h))Section 409A of the Code and the regulations and other published guidance thereunder) for any reason other than death, or (ii) the date of the ParticipantEmployee’s death (death. Any amounts otherwise payable to the “Delay Period”). Within ten (10) days Employee following the expiration a termination of the Delay Period, all payments and benefits delayed pursuant to employment that are not so paid by reason of this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) 10.4 shall be paid or reimbursed as soon as practicable, and in any event within thirty (30) days, after the date that is six (6) months after Employee’s separation from service (or, if earlier, the date of Employee’s death). The provisions of this Section 10.4 shall only apply if, and to the Participant in a lump sumextent, and required to comply with Section 409A of the Code. To the extent that any remaining payments and benefits reimbursements pursuant to Section 5.6 or Section 9.5.2.2 are taxable to Employee, any reimbursement payment due under this Agreement to Employee pursuant to such provisions shall be paid to Employee on or provided before the last day of the Employee’s taxable year following the taxable year in accordance with which the normal payment dates specified related expense was incurred. The reimbursements pursuant to Section 5.6 or Section 9.5.2.2 are not subject to liquidation or 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 and the amount of such reimbursements that Employee receives in one taxable year shall not affect the amount of such reimbursements that Employee receives in any other taxable year.

Code Section 409A. Notwithstanding anything in this Agreement to The intent of the contrary, the receipt of any parties is that payments and benefits under this Agreement as a result comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively "Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or any damages for failing to comply with Code Section 409A. 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 upon or following a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo are considered *'non-qualified deferred compensation" under Code Section 409A 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 addition, if a Participant is like terms shall mean "separation from service." If 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), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to considered non-qualified deferred compensation under Code Section 409A(a)(2)(B), 409A payable on account of a "separation from service," such payment or benefit shall not be made or provided prior to at the date which is the earlier of (iA) the expiration of the six (6) month 6)-month period measured from the date of the Participant’s “your "separation from service” ", and (as such term is defined in Treas. Reg. § 1.409A-1(h)), 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 19 (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, 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 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 95(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of your taxable year following the taxable year in which the expense occurred. For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may you, directly or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered non-qualified deferred compensation. [END OF TEXT. SIGNATURE PAGE FOLLOWS.] To indicate your acceptance of the Company's offer, please sign and date this letter in the space provided below and return it to Xxxxxx X. Xxxxxx via email to xxxxxxx@xxxxxxx.xxx. Sincerely, Xxxxxx X. Xxxxxx Chief Financial Officer ACCEPTED 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 AGREEMENTAGREED: Xxxxxx X. Xxxxxxx, 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 AGREEMENTXx.

Code Section 409A. Notwithstanding anything in this Agreement to The intent of the contrary, the receipt of any parties is that payments and benefits under this Agreement as a result comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder ("Code Section 409A") and, accordingly, to the maximum extent permitted, this Agreement will be interpreted to be in compliance therewith. A termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo are considered "non-qualified deferred compensation" under Code Section 409A 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 addition, if a Participant is like terms will mean "separation from service." If 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), then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to considered non-qualified deferred compensation under Code Section 409A(a)(2)(B), 409A payable on account of a "separation from service," such payment or benefit shall not will be made or provided prior to at the date which is the earlier of (iA) the day after the expiration of the six (6) six-month period measured from the date of the Participant’s “your "separation from service” ," and (as such term is defined in Treas. Reg. § 1.409A-1(h)), 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 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall will be paid or reimbursed to the Participant you in a lump sum, sum and any remaining payments and benefits due under this Agreement shall will 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 AGREEMENTFor pu1p0ses of Code Section 409A, 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 AGREEMENTyour right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments.

Code Section 409A. The Company intends that the Performance Shares shall not constitute “deferred compensation” within the meaning of Section 409A of the Code and this Grant Agreement shall be interpreted based on such intent. In view of uncertainty surrounding Section 409A of the Code, however, if the Company determines after the Grant Date that an amendment to this Grant Agreement is necessary or advisable so that the Performance Shares will not be subject to Section 409A of the Code, or alternatively so that they comply with Section 409A of the Code, it may make such amendment, effective as of the Grant Date or at any later date, without the consent of the Holder. Notwithstanding anything in this Grant Agreement to the contrary, to the receipt extent that any payment or benefit constitutes non-exempt “nonqualified deferred compensation” for purposes of any benefits under this Agreement as a result Section 409A of a termination the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of employment the Holder’s Termination of Employment, all references to the Holder’s Termination of Employment shall be subject construed to satisfaction of the condition precedent that the Participant undergo mean a “separation from service,” within the meaning of Treas. Reg. § as defined in Treasury Regulation Section 1.409A-1(h) or any successor thereto(a “Separation from Service” ), and the Holder shall not be considered to have a Termination of Employment unless such termination constitutes a Separation from Service with respect to the Holder. In additionNotwithstanding anything in this Grant Agreement to the contrary, if a Participant Holder is deemed by the Company at the time of the Holder’s 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 benefits to which Holder is entitled under this Grant 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 Holder’s benefits shall not be made or provided prior to Holder until the earlier of (i) the expiration of the six (6) six-month period measured from the date of the ParticipantHolder’s “separation Separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), Service or (ii) the date of the ParticipantHolder’s death (death. Upon 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) preceding sentence shall be paid or reimbursed to the Participant distributed in a lump sumsum to Holder (or to Holder’s estate or beneficiaries), and any remaining payments and benefits due to Holder under this Grant Agreement shall be paid or distributed 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 (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTA Holder’s right to receive any installment payments under this Grant Agreement shall be treated as a right to receive a series of separate payments and, 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 AGREEMENTaccordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

Code Section 409A. None of the Phantom Units or any amounts paid pursuant to this Agreement are intended to constitute or provide for a deferral of compensation that is subject to Section 409A of the Code. Nevertheless, to the extent that the Committee determines that the Phantom Units may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Phantom Units from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. Notwithstanding anything in this Agreement to the contrary, to 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 extent 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 benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B)Code, and such payment or benefit shall not would otherwise be made payable or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date distributable hereunder by reason of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h))cessation of Service, or (ii) the date of all references to the Participant’s death (cessation of Service shall be construed to mean a Separation from Service, and the “Delay Period”)Participant shall not be considered to have a cessation of Service unless such cessation constitutes a Separation from Service with respect to the Participant. Within ten (10) days following [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] Restricted Unit Award Agreement _________________________________________________________________________ The Participant’s signature below indicates the expiration Participant’s agreement with and understanding that this award is subject to all of the Delay Period, all payments terms and benefits delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments conditions contained in the absence Plan and in this Agreement, and that, in the event that there are any inconsistencies between the terms of such delay) the Plan and the terms of this Agreement, the terms of the Plan shall be paid or reimbursed to control. The Participant further acknowledges that the Participant in a lump sumhas read and understands the Plan and this Agreement, which contains the specific terms and conditions of this grant of Restricted Units. The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any remaining payments and benefits due questions arising under the Program or 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 AGREEMENTAgreement.

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. Notwithstanding anything in For purposes of Code Section 409A, each payment that is paid, and benefit that is provided, pursuant to this Agreement is hereby designated as a separate payment. The Company and Employee intend that all payments made or to the contrarybe made, the receipt of any and benefits provided or to be provided, under this Agreement as a result comply with, or are exempt from, the requirements of a termination Code Section 409A so that none of employment shall the payments or benefits will be subject to satisfaction the adverse tax penalties imposed under Code Section 409A, and any ambiguities herein will be interpreted to so comply or be so exempt. Specifically, any severance payments made, or benefits provided, in connection with Employee’s Separation under this Agreement and paid on or before the fifteenth (15th) day of the condition precedent that third (3rd) month following the Participant undergo a “separation end of Employee’s first tax year in which Employee’s Separation occurs or, if later, the (15th) day of the third (3rd) month following the end of the Company’s first (1st) tax year in which Employee’s Separation occurs, shall be exempt from service” within Code Section 409A to the meaning maximum extent permitted pursuant to Treasury Regulation Section 1.409A-1(b)(4) and any additional severance payments or benefits provided in connection with Employee’s Separation under this Agreement shall be exempt from Code 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 TreasEmployee’s second (2nd) taxable year following the taxable year in which Employee’s Separation occurs). Reg. § 1.409A-1(h) Notwithstanding the foregoing, if any of the severance payments or benefits provided in connection with Employee’s Separation do not qualify for any reason to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(4), Treasury Regulation Section 1.409A-1(b)(9)(iii), or any successor thereto. In additionother applicable exemption and Employee is, if a Participant is deemed to be at the time of Employee’s Separation, 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 will not be made or provided prior to until the earlier of first (i1st) the expiration regularly scheduled payroll date of the six seventh (67th) month period measured from after Employee’s Separation and, on such date (or, if earlier, the date of the ParticipantEmployee’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, Employee will receive all payments and benefits delayed pursuant to this Section (whether they that would have otherwise been payable provided during such period in a single lump sum. Any lump sum payment of delayed payments or in installments in benefits pursuant to the absence of such delay) preceding sentence shall be paid or reimbursed with interest to reflect the Participant period of delay, with such interest to accrue at the prime rate in a lump sumeffect at Citibank, and any N.A. at the time of Employee’s Separation. Any remaining payments and benefits due under this Agreement shall be paid or as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i) as of the time of such Separation shall made by the Company 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 Code Section 409A.

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 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. 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 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 to If the contraryCompany (or, if applicable, the receipt of any successor entity thereto) determines that the severance payments and benefits provided under this Agreement as a result or the Severance Plan (any such payments, the “Plan Payments”) constitute “deferred compensation” under Code Section 409A (together, with any state law of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a similar effect, “separation from service” within the meaning of Treas. Reg. § 1.409A-1(hSection 409A”) or any successor thereto. In addition, and if a Participant Executive 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” (Company or any successor entity thereto, as such term is defined in Treas. Reg. § 1.409A-1(h)Section 409A(a)(2)(B)(i) (a “Specified Employee”), or then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Plan Payments will be delayed as follows: on the earliest to occur of (ii1) the date that is six months and one day after the termination date, and (2) the date of the ParticipantExecutive’s death (such earliest date, the “Delay PeriodDelayed Initial Payment Date”). Within ten , the Company (10or the successor entity thereto, as applicable) days following will (i) pay to Executive a lump sum amount equal to the expiration sum of the Delay Period, all payments and benefits Plan Payments that Executive would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Plan Payments had not been delayed pursuant to this Section 4.5 and (whether they would have otherwise been payable in a single sum or in installments in ii) commence paying the absence balance 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 Plan Payments in accordance with the normal applicable payment dates specified schedules set forth in this Agreement or the Severance Plan, as applicable. Prior to the imposition of any delay on the Plan Payments as set forth above, it is intended that (A) each installment of the Plan Payments be regarded 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 purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (30B) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTall Plan Payments satisfy, 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 AGREEMENTto the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (C) the Plan Payments consisting of COBRA premiums also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).

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 Agreement All 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 service” within the meaning of TreasSection 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Department of Treasury regulations and other guidance promulgated thereunder (a “Separation from Service”). Reg. § 1.409A-1(h) or Notwithstanding any successor thereto. In additionprovision of this Agreement to the contrary, if a Participant is deemed to be if, at the time of your termination of employment with the Company, you are a “specified employee” within (as defined in Section 409A of the meaning Code) and the deferral of that term the commencement of any severance payments or benefits otherwise payable pursuant to this letter agreement as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A(a)(2)(B)409A of the Code, then with regard to any the Company will defer the commencement of the payment or the provisions of any benefit that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment severance payments or benefit shall not be made benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided prior to you) that will not and could not under any circumstances, regardless of when such termination occurs, be paid in full by March 15 of the earlier year following your termination and are in excess of the lesser of (i) two (2) times your then annual compensation or (ii) two (2) times the expiration limit on compensation then set forth in Section 401(a)(17) of the Code and will not be paid by the end of the second calendar year following the year in which the termination occurs, until the first payroll date that occurs after the date that is six (6) month period measured months following your Separation from Service with the Company (as defined under Code Section 409A). If any payments are deferred due to such requirements, such amounts will be paid in a lump sum to you on the earliest of (a) your death following the date of your termination of employment with the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h)), Company or (ii) the first payroll date that occurs after the date that is six (6) months following your Separation from Service with the Company. For these purposes, each severance payment or benefit is hereby designated as a separate payment or benefit and will not collectively be treated as a single payment or benefit. This paragraph is intended to comply with the requirements of Section 409A of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration Code so that none of the Delay Period, all severance payments and benefits delayed pursuant to be provided hereunder will be subject to the additional tax imposed under Section 409A of the Code and any ambiguities herein will be interpreted to so comply. You 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 desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section (whether they would have otherwise been 409A of the Code. To the extent that any reimbursements or expense payments payable in a single sum to you are subject to the provisions of Section 409A of the Code, any such reimbursements or in installments in the absence of such delay) payments shall be paid or no later than December 31 of the year following the year in which, the expense was incurred, the amount of expenses reimbursed to in one year shall not affect the Participant amount eligible for reimbursement in a lump sumany subsequent year, and any remaining payments and benefits due under this Agreement shall the right to reimbursement will not be paid 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 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.

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 11 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. (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 deemed to be a “specified employee” within the meaning date of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions commencement of any benefit that is required to installment payments payable under this Agreement must be delayed pursuant for six months in order to Code meet the requirements of Section 409A(a)(2)(B)) of the Code applicable to “specified employees”, then any such payment or benefit payments 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 12(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 hereinherein.(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.” (iv) (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, 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 incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.(v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTdays following the date of termination”), 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 actual date of payment within the specified period shall be within the sole discretion of the Company.

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 (i) To the extent (a) any payments to the contrary, the receipt of any benefits which Executive becomes entitled under this Agreement as a result of a Agreement, or any agreement or plan referenced herein, in connection with Executive’s termination of employment shall be with the Company constitute deferred compensation subject to satisfaction Section 409A of the condition precedent that Code; (b) Executive is deemed at the Participant undergo a “time of his 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 under Section 409A of the meaning Code; and (c) at the time of that term under Code Executive’s separation from service the Company is publicly traded (as defined in Section 409A(a)(2)(B409A of Code), then with regard to such payments (other than any payment or payments permitted by Section 409A of the provisions of any benefit that is required Code to be delayed pursuant to Code Section 409A(a)(2)(B), such payment or benefit paid within six (6) months of Executive’s separation from service) shall not be made or provided prior to until the earlier of (ix) the first day of the seventh month following Executive’s separation from service or (y) the date of Executive’s death following such separation from service. Upon the expiration of the six (6) month applicable deferral period measured from described in the date of the Participant’s “separation from service” (as such term is defined in Treas. Reg. § 1.409A-1(h))immediately preceding sentence, or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay 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 Article V, Section I shall be paid or reimbursed to the Participant Executive in a one lump sum, plus interest thereon at the Delayed Payment Interest Rate computed from the date on which each such delayed payment otherwise would have been made to Executive until the date of payment. For purposes of the foregoing, the “Delayed Payment Interest Rate” shall mean the national average annual rate of interest payable on jumbo six (6) month bank certificates of deposit, as quoted in the business section of the most recently published Sunday edition of The New York Times preceding Executive’s separation from service. (ii) To the extent any benefits provided under Article II, Sections B or F or Article III, Section C(ii) above are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the Code, be provided as separate in-kind payments of those benefits, and the provision of in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any remaining payments and benefits due other calendar year. (iii) In the case of any amounts payable to Executive under this Agreement shall Agreement, or under any plan of the Company, that may be paid or provided treated as payable 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.form of “a series of DocuSign Envelope ID: 58B9BDEA-D1E6-4CE2-8208-3458FBF9C11C

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. Notwithstanding anything in this Agreement to The intent of the contrary, the receipt of any parties is that payments and benefits under this Agreement as a result comply with, or be exempt from, Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. 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 upon or following a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo are considered “non-qualified deferred compensation” under Code Section 409A 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 addition, if a Participant like terms shall mean “separation from service.” If the Restricted Person is deemed on the date of termination 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 considered non-qualified deferred compensation under Code Section 409A(a)(2)(B), 409A payable on account of a “separation from service,” such payment or benefit shall not be made or provided prior to at the date which is the earlier of (iA) the day after the expiration of the six (6) six-month period measured from the date of the ParticipantRestricted Person’s “separation from service,” and (as such term is defined in Treas. Reg. § 1.409A-1(h)), or (iiB) the date of the ParticipantRestricted Person’s 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 3.1 (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 Restricted Person in a lump sum, sum and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates as 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 BELOWFor purposes of Code Section 409A, the Restricted Person’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. BY SIGNING THIS AGREEMENTIn no event shall any of Parent, 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.the Company, MergerSub, or the Surviving Corporation be liable for any additional tax, interest or penalty that may be imposed on the Restricted Person by Code 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 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. 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 (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. (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 Section 409(a)(2)(B) of the Code Section 409A(a)(2)(B)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 (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.” (iv) (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, 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 incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit. (v) For purposes of Code Section 409A, your right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTdays following the date of termination”), 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 actual date of payment within the specified period shall be within the sole discretion of the Company.

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. (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 deemed to be a “specified employee” within the meaning date of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provisions commencement of any benefit that is required to installment payments payable under this Agreement must be delayed pursuant for six months in order to Code meet the requirements of Section 409A(a)(2)(B)) of the Code applicable to “specified employees”, then any such payment or benefit payments 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 hereinherein.(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.” (iv) (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, 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 incurred by you (b) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the expenses eligible for reimbursement in any other taxable year and (c) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchanged for another benefit.(v) For purposes of Code Section 409A, your right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. THIS AGREEMENT SHALL BE NULL AND VOID AND UNENFORCEABLE BY THE PARTICIPANT UNLESS SIGNED AND DELIVERED TO THE COMPANY NOT LATER THAN THIRTY Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) DAYS SUBSEQUENT TO THE DATE OF GRANT SET FORTH BELOW. BY SIGNING THIS AGREEMENTdays following the date of termination”), 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 actual date of payment within the specified period shall be within the sole discretion of the Company.

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 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 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: 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 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 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