GENTHERM INCORPORATED (NASDAQ:THRM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

GENTHERM INCORPORATED (NASDAQ:THRM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On June 28, 2017, Gentherm Incorporated (the Company) announced
that its President and CEO, Daniel R. Coker (Coker), will begin
managing a planned leadership transition over the next several
months leading up to his retirement.A copy of the Companys news
release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.

Also on June 28, 2017, the Company entered into a Retirement
Agreement with Coker (the Retirement Agreement).The Retirement
Agreement provides that Coker will continue in his current
position as President and CEO until the earlier of the following
(the Transition Date): (1) the date his successor has been
appointed by the Companys Board of Directors (the Board) or (2)
January 31, 2018.The Retirement Agreement states that, at the
request of the Board, Coker will provide additional transition
services to the Company for up to two months after the Transition
Date (the Extension Period).The last day of the Extension Period
or, if there is no Extension Period, then the Transition Date, is
referred to as the Retirement Date.

In addition to his regular salary, bonus, benefits and other
perquisites payable through the Retirement Date, the Retirement
Agreement provides that Coker will receive the following benefits
on or around the Retirement Date: (i) a cash payment of $850,000;
(ii) if the Retirement Date is prior to January 1, 2018, the
Company will amend the terms of the Executive Nonqualified
Defined Benefit Plan Adoption Agreement, as amended, to
accelerate the in-service vesting date to ensure an increase in
the annual accrued benefit from $300,000 to $342,000; (iii)
accelerated vesting of all restricted stock and unvested stock
options held by Coker on the Retirement Date; (iv) the right to
exercise stock options held by Coker at the Retirement Date,
including those vested to clause (iii) above, at any time up to
the stated expiration date of such stock options; (v) an
additional cash payment of $500,000, subject to the sole
discretion of the Compensation Committee of the Board based on
Cokers performance of his duties through the Transition Date and
based on Cokers assistance in the transition of his duties to his
successor; (vi) continued participation through December 31,
2018, at Gentherms expense, in the Companys health and welfare
benefits to COBRA; and (vii) title to the automobile Coker
currently drives.

Payment and delivery of the above benefits to Coker is
conditioned upon his delivery of a general release in favor of
Gentherm, it affiliates and other related parties as well as his
continued service through the Retirement Date.In addition, Coker
is subject to specified non-compete, non-solicit,
non-interference and non-disparagement provisions for 24 months
following the Retirement Date and he is required to continue to
comply with various confidentiality obligations in perpetuity.

The Board may terminate Cokers employment at any time for any
reason prior to the Retirement Date; however, in such event Coker
would be entitled to receive the benefits described above unless
his termination was for Cause, as defined in the Retirement
Agreement.If Coker voluntarily resigns from his employment prior
to the Retirement Date, he would not be entitled to receive the
benefits described above.

A copy of the Retirement Agreement is attached hereto as Exhibit
10.1 and is incorporated herein by reference.The above
description of the material terms of the Retirement Agreement is
qualified in its entirety by reference to such exhibit.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

10.1

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

99.1

Press Release dated June 28, 2017 Announcing the
Retirement Plans of Daniel R. Coker



GENTHERM Inc Exhibit
EX-10.1 2 thrm-ex101_6.htm EX-10.1 thrm-ex101_6.htm EXHIBIT 10.1 RETIREMENT AGREEMENT   This RETIREMENT AGREEMENT (this “Agreement”),…
To view the full exhibit click here
About GENTHERM INCORPORATED (NASDAQ:THRM)

Gentherm Incorporated (Gentherm) is a global technology company, which is engaged in the design, development, and manufacturing of innovative thermal management technologies and automotive cable systems. The Company has two segments: Automotive and Industrial. The Automotive segment comprises Gentherm’s three geographic operating segments: North America, Europe and Asia. The Industrial segment represents the combined results from its remote power generation systems business for industrial applications and its advanced research and product development division, which is researching and developing products for a range of different markets. Its products include Climate Control Seats (CCSs), Heated Seats, Battery Thermal Management (BTM) solutions, remote electric power generation systems, heated and cooled cup holder, thermal storage bin, Heated Steering Wheel, Heated Door and Armrest, and Heated and Cooled Mattress.

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