GENTHERM INCORPORATED (NASDAQ:THRM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On December 15, 2016, Gentherm Incorporated (the Company),
together with the direct and indirect subsidiaries set forth on
the pages thereto as borrowers, designated borrowers or
guarantors thereunder, entered into a Third Amendment to Credit
Agreement (the Third Amendment), with the lenders party thereto
and Bank of America, N.A., as administrative agent.The Third
Amendment amends that certain Credit Agreement, dated August 7,
2014 (as amended, the Credit Agreement).

The Third Amendment (i) increases the aggregate principal amount
available for borrowing under the revolving credit facility from
$250 million to $350 million; (ii) increases the German Borrower
sublimit from $50 million to $100 million; (iii) increases
permitted investments of certain subsidiaries; (iv) increases the
aggregate amount of restricted payments that may be made by the
Company assuming compliance with a specified consolidated
leverage ratio test; (v) permits prepayment of certain
intercompany indebtedness; and (vi) adds a new lender under the
Credit Agreement.

Under the Credit Agreement, U.S. Dollar denominated loans bear
interest at either a base rate (Base Rate Loans) or Eurocurrency
rate (Eurocurrency Rate Loans), plus a margin (Applicable Rate).
The Applicable Rate varies based on the Consolidated Leverage
Ratio of the Company as defined by the Credit Agreement. The base
rate, Eurocurrency rate and Applicable Rate remain unchanged by
the Third Amendment.

The other terms and conditions of the Credit Agreement, including
the terms under which the amounts due thereunder may be
accelerated or increased, were not materially amended by the
Third Amendment and remain in full force and effect.

The foregoing summary of the material terms of the Third
Amendment is qualified in its entirety by reference to the Third
Amendment, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On December 15, 2016, the Compensation Committee of the Board of
Directors (the Committee) of the Company approved the Gentherm
Incorporated Performance Bonus Plan (the Performance Bonus Plan),
effective January 1, 2017.

The Performance Bonus Plan provides for potential cash bonus
payments to executive officers of the Company and other key
employees of the Company and its subsidiaries as selected by the
Companys Chief Executive Officer (CEO).Each participant in the
Performance Bonus Plan is eligible to receive a target bonus
equal to a fixed percentage of his or her annual base salary as
determined by the Committee, for executive officers, or as
determined by the CEO, for other participants.Bonus payments
under the plan are based on the Companys achievement of revenue
and earnings before interest, taxes, depreciation and
amortization, deferred financing cost amortization, transaction
expenses, debt retirement expenses, unrealized currency gain or
loss, unrealized revaluation of derivatives and any other
non-recurring adjustments that the Committee determines, in its
discretion, should be excluded (Adjusted EBITDA) for the
applicable performance periods compared to target revenue and
target Adjusted EBITDA, respectively, for the applicable
performance periods as established by the Committee.Bonus
payments are further adjusted by the individual performance
rating of the applicable participant, and may be further modified
by the Administrator in its sole discretion for any reason,
subject to applicable law and restrictions set forth in the
Performance Bonus Plan.

The Performance Bonus Plan provides for two performance periods
each calendar year.The first performance period is based on the
Companys and the participants performancefor the period from
January 1 through June 30 each year, which will be paid in August
or September of such calendar year. The second performance period
is based on the Companys and the participants performance for the
entire calendar year, with the bonus payment for the second
performance period reduced by the actual bonus paid to the
participant for the first performance period; such final bonus
payment will be paid in February or March of the subsequent
calendar year.

In addition to establishing the targets for revenue and Adjusted
EBITDA for each year of the Performance Bonus Plan, the Committee
will establish the relative weighting of the two performance
targets to determine the Companys target financial achievement
during the applicable performance period (the Performance Goals)
and will establish a performance threshold, based on revenue,
Adjusted EBITDA or a combination of both, below which no bonuses
will be paid under the Performance Bonus Plan.In addition to any
performance threshold, if the Company achieves less than 85% of
the Performance Goals, no bonus will be paid under the
Performance Bonus Plan.If the Company achieves more than 85% of
the Performance Goals, then, subject to adjustments for
individual performance ratings and any discretionary adjustments
made by the Committee, for executive officers, or by the CEO, for
other participants, bonuses will be payable to participants
according to the scale set forth in the Performance Bonus
Plan.Base bonuses earned due to the Performance Goals will be 50%
to 150% of the applicable target bonus for the applicable period,
and such base bonuses will be modified based on an individual
performance multiplier of 0% to 135%.

The Performance Bonus Plan further specifies rights regarding pro
rata bonuses or termination of such bonus upon hiring, promotion,
employment termination or change in control events. In addition,
the Performance Bonus Plan includes a clawback provision that
provides for the Companys option to seek reimbursement of up to
three completed years of bonus payments from executive officers
in the event of a restatement of the Companys financial
statements due to error or misconduct, to the extent permitted by
governing law, having the effect of reducing the earned bonus
thereunder. The foregoing summary of the material terms of the
Performance Bonus Plan is qualified in its entirety by reference
to the Performance Bonus Plan, which is attached hereto as
Exhibit 10.2 and incorporated herein by reference.

Effective as of December 15, 2016, the Board of Directors of the
Company approved a stock repurchase program (the Repurchase
Program). Under the Repurchase Program, which terminates on
December 15, 2019, the Company may repurchase up to $100 million
of its issued and outstanding common stock. Repurchases under the
Repurchase Program may be made, from time to time, in amounts and
at prices the Company deems appropriate, subject to market
conditions, applicable legal requirements, debt covenants and
other considerations. Any such repurchases may be executed using
open market purchases, privately negotiated agreements or other
transactions. Repurchases under the Repurchase Program may be
funded from cash on hand, available borrowings or proceeds from
potential debt or other capital markets sources. The Repurchase
Program may be modified, extended or terminated at any time
without prior notice. A copy of the news release announcing the
Repurchase Program is filed as Exhibit 99.1 attached hereto and
is incorporated herein by reference.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

GENTHERM INCORPORATED

Date:December 16, 2016

Exhibit Index

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.

GENTHERM INCORPORATED (NASDAQ:THRM) Recent Trading Information

GENTHERM INCORPORATED (NASDAQ:THRM) closed its last trading session down -0.15 at 35.25 with 378,002 shares trading hands.