FIRST AMENDMENT TO EXECUTIVE OFFER LETTER
This FIRST AMENDMENT TO EXECUTIVE OFFER LETTER (this “Amendment”) is entered into as of February 5, 2024, by and between Vishnu Sundaram (“Executive”) and Gentherm Incorporated (“Gentherm” or the “Company”). Executive and Gentherm are referred to herein each as a “Party” and, collectively, as the “Parties.”
RECITALS
NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, and other valuable consideration, the Parties agree as follows:
TERMS AND CONDITIONS
Severance Benefits | Two (2) years of Base Pay (as defined in the Plan), payable in a single lump sum payment within thirty (30) days of the effective date of the release required under the Plan, as set forth in Appendix B of the Plan. |
COBRA Subsidy | Eighteen (18) months of COBRA Subsidy. The COBRA Subsidy shall be equal to the employer portion of the monthly premium for active employee coverage, based on Executive’s coverage selection. Executive shall be responsible for the remaining portion of the any applicable COBRA premium. |
Annual Bonus | The annual bonus for the year in which the termination occurs shall be payable at two (2) times Executive’s bonus target for the year in which the termination occurs, to be paid in a lump sum at the same time as the severance benefit is paid. To the extent the annual bonus for the year prior to the year in which the termination of employment occurs has not been made, payment of such annual bonus shall be made at same time the Company makes payment of such annual bonuses to active employees.
For the avoidance of doubt, the treatment of any bonus payment hereunder shall supersede the terms and conditions of any such bonus plan and such payment hereunder shall be in lieu of any bonus payment under any such bonus plan. |
income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greatest amount of the Payment to Executive. If a reduced Payment is made, Executive shall have no rights to any additional payments and/or benefits constituting the Payment.
IN WITNESS WHEREOF, the Parties have caused this First Amendment to Executive Offer Letter to be executed as of the date first written above and effective as of August 31, 2023.
GENTHERM INCORPORATED
/s/ Barbara J Runyon | /s/ Vishnu Gurusamy Sundaram |
Barbara J. Runyon Senior Vice President and Chief Human Resources Office | Vishnu Sundaram Senior Vice President and Chief Technology Officer |
Signature Page to
First Amendment to Executive Offer Letter