STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of June 27, 2006 between FUEL SYSTEMS SOLUTIONS, INC. and CHASEMELLON SHAREHOLDER SERVICES, L.L.C. as Rights AgentStockholder Protection Rights Agreement • June 27th, 2006 • Fuel Systems Solutions, Inc. • New York
WHEREAS, the Board of Directors of the Company has (a) authorized and declared a dividend of one right (“Right”) in respect of each share of Common Stock (as hereinafter defined) held of record as of the close of business on the effective date of the reorganization (the “Record Time”) involving the Company, IMPCO Technologies, Inc., a Delaware corporation (“IMPCO”), and IMPCO Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to the Agreement and Plan of Reorganization by and among the Company, IMPCO and Merger Sub, dated as of June 27, 2006, and payable in respect of each such share on the Record Time and (b) as provided in Section 2.4, authorized the issuance of one Right in respect of each share of Common Stock issued after the Record Time and prior to the Separation Time (each as hereinafter defined) and, to the extent provided in Section 5.3, each share of Common Stock issued after the Separation Time;
FORM OF FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 10th, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Date of Award indicated below by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), and the person named below as Holder.
SUBSCRIPTION AGREEMENTSubscription Agreement • June 23rd, 2009 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
The undersigned (the “Investor”) hereby confirms its agreement with Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), as follows:
Supplemental Employment AgreementSupplemental Employment Agreement • August 10th, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This Supplemental Employment Agreement (“Agreement”) is entered into between Fuel Systems Solutions, Inc., a Delaware corporation (with its subsidiaries, the “Company”), and Michael Helfand, as of August 6, 2015.
AGREEMENTAgreement • October 30th, 2014 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
This Agreement, dated as of October 29, 2014 (this “Agreement”), is by and among Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), Steven R. Becker, an individual resident of Texas (“Becker”), Matthew A. Drapkin, an individual resident of New York (“Drapkin”), BC Advisors, LLC, a Texas limited liability company, Becker Drapkin Management, L.P., a Texas limited partnership, Becker Drapkin Partners (QP), L.P., a Texas limited partnership, and Becker Drapkin Partners, L.P., a Texas limited partnership (collectively, with Becker and Drapkin, the “Shareholder Group”).
FIRST AMENDMENT TO AGREEMENTFuel Systems Solutions, Inc. • May 6th, 2014 • Motor vehicle parts & accessories • New York
FIRST AMENDMENT dated as of April 30, 2014 (this “Amendment”) to the committed credit facility agreement, referred to below, by and between Fuel Systems Solutions, Inc. and Impco Technologies, Inc. (as “Parent Borrower” and “Co-Borrower” respectively and together as “Borrowers”) and Impco Technologies B.V. (as “Dutch Guarantor”) and Intesa Sanpaolo S.p.A., New York Branch (the “Bank” and together with the Borrowers, the “Parties”).
Separation and General Release AgreementGeneral Release Agreement • May 12th, 2008 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • California
This Separation and General Release Agreement (the “Agreement”) is made as of this 9th day of May, 2008 by and among Fuel Systems Solutions, Inc. (referred to throughout this Agreement as the “Company”) and Thomas M. Costales (“Executive,” and together with the Company, the “Parties”).
1,500,000 Shares FUEL SYSTEMS SOLUTIONS, INC. Common Stock, par value $0.001 per share PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 23rd, 2009 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the purchasers, pursuant to the terms of this Placement Agency Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), up to an aggregate of 1,500,000 shares of common stock, $0.001 par value per share (the “Common Stock”) of the Company. The aggregate of 1,500,000 shares so proposed to be sold is hereinafter referred to as the “Shares.” The Company hereby confirms its agreement with Needham & Company, LLC to act as Placement Agent (“Needham”, or the “Placement Agent”) in accordance with the terms and conditions hereof.
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 20th, 2008 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated March 19, 2008, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 450 North Brand Blvd., Suite 950, Glendale, California 91203, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 3030 South Susan Street, Santa Ana, California 92704 (the “Borrower”).
FUEL SYSTEMS SOLUTIONS, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 10th, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of the Date of Award indicated below by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), and the person named below as Holder.
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 28th, 2007 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated September 24, 2007, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 450 North Brand Blvd., Suite 950, Glendale, California 91203, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 3030 South Susan Street, Santa Ana, California 92704 (the “Borrower”).
ASSET PURCHASE AND ASSUMPTION AGREEMENTAsset Purchase and Assumption Agreement • August 5th, 2010 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This Asset Purchase and Assumption Agreement (this "Agreement"), dated August 4, 2010, is made by and among IMPCO Technologies, Inc., a Delaware corporation ("Buyer"), Productive Concepts International LLC, an Indiana limited liability company ("Seller") Robert Lykins, the sole member of Seller ("Owner") and, only with respect to Section 2.3(c), Fuel Systems Solutions, Inc., a Delaware corporation and sole shareholder of Buyer ("Parent") .
Fuel Systems Solutions, inc. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • December 20th, 2011 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made this ______ day of [__________], 20[_] (the "Award Date") between Fuel Systems Solutions, Inc., a Delaware corporation (the "Company") and [__________] (the "Participant"). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company's 2011 Stock Option Plan, as it may be amended from time to time (the "Plan").
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • June 28th, 2012 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories
This Separation Agreement and General Release (the "Agreement") is made and entered into by and between Matthew Beale (referred to as "Employee") and Fuel Systems Solutions Inc. ("Employer").
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, LIMITED WAIVER, AND CONSENTLoan and Security Agreement • October 3rd, 2007 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, LIMITED WAIVER, AND CONSENT (this “Amendment”), dated September 29, 2007, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 450 North Brand Blvd., Suite 950, Glendale, California 91203, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 3030 South Susan Street, Santa Ana, California 92704 (the “Borrower”).
ASSET PURCHASE AGREEMENT Made as of the date of acceptance set out belowAsset Purchase Agreement • May 6th, 2009 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Ontario
MCINTOSH & MORAWETZ INC., in its capacity as Interim Receiver and Receiver and Manager of FuelMaker Corporation and not in its personal capacity and without personal or corporate liability (the “Receiver” or “Vendor”)
Fuel Systems Solutions, Inc.Retirement Agreement • May 5th, 2016 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories
In accordance with the terms of the Retirement Agreement, and in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of September 1, 2015, by and among Westport Innovations Inc., Whitehorse Merger Sub Inc. and the Company, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated March 6, 2016 (as amended, the “Merger Agreement”), the Retirement Date is hereby amended to be the earlier of (i) the Closing Date (as defined in the Merger Agreement), and (ii) June 30, 2016. Except as amended hereby, all other terms of the Retirement Agreement and the Restricted Stock Unit Agreement entered into as of April 24, 2015 between the Company and Mr. Costamagna remain unchanged and are in full force and effect.
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 1st, 2008 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated January 31, 2008, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company ("LaSalle"), with its principal office at 450 North Brand Blvd., Suite 950, Glendale, California 91203, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the "Lenders" and each individually, a "Lender"), LaSalle as agent for the Lenders (in such capacity, the "Agent"), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 3030 South Susan Street, Santa Ana, California 92704 (the "Borrower").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAmended and Restated • December 15th, 2008 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
This Amended and Restated Employment Agreement (“Agreement”) entered into between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”) and Mariano Costamagna, a natural person and a resident of the Republic of Italy (“Executive”), as of December 9, 2008. This Agreement shall be effective as of January 1, 2009 (the “Effective Date”).
SETTLEMENT AGREEMENT between andSettlement Agreement • May 30th, 2014 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories
The above mentioned amount will be paid within 2 ( two) settlement as lump indemnification and discharge of whatever possible Pier Antonio Costamagna’s claims as, for example, vacation accrued but not done, indemnity in lieu of notice, supplementary lump indemnity and, in any case, as all embracing additional compensation of any kind related to the termination of the aforesaid relationship.
2045951 Ontario Inc. (“HondaSub”) - and - American Honda Motor Co., Inc. (“Honda”) - and - MTM S.r.l. (the “Purchaser”) ASSET PURCHASE AGREEMENT APRIL 30, 2009Asset Purchase Agreement • May 6th, 2009 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Ontario
AMENDMENT NO. 2 TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • September 14th, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This Amendment No. 2 to Stockholder Protection Rights Agreement (this “Amendment”) is made and entered into as of September 11, 2015, by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”) and Computershare Inc. (as successor rights agent to Mellon Investor Services LLC), a Delaware corporation (the “Rights Agent”).
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 27th, 2006 • Fuel Systems Solutions, Inc. • Delaware
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered into as of __________, 2006 (the “Effective Date”), by and between IMPCO Technologies, Inc., a Delaware corporation (“Assignor”), and Fuel Systems Solutions, Inc., a Delaware corporation (“Assignee”).
FUEL SYSTEMS SOLUTIONS, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • December 20th, 2011 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made this ______ day of [__________], 20[_] (the "Award Date") between FUEL SYSTEMS SOLUTIONS, INC., a Delaware corporation (the "Company") and [__________] (the "Participant"). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company's 2011 Stock Option Plan, as it may be amended from time to time (the "Plan").
Fuel Systems Solutions, Inc.Retirement Agreement • December 18th, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories
In accordance with the terms of the Retirement Agreement, and in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of September 1, 2015 (the “Merger Agreement”) by and among Westport Innovations Inc., Whitehorse Merger Sub Inc. and the Company, the Retirement Date is hereby amended to be the earlier of (i) the Closing Date (as defined in the Merger Agreement), and (ii) April 30, 2016. Except as amended hereby, all other terms of the Retirement Agreement and the Restricted Stock Unit Agreement entered into as of April 24, 2015 between the Company and Mr. Costamagna remain unchanged and are in full force and effect.
SECOND AMENDMENT TO AGREEMENTFuel Systems Solutions, Inc. • April 30th, 2015 • Motor vehicle parts & accessories • New York
SECOND AMENDMENT dated as of April 30, 2015 (this “Amendment”) to the committed credit facility agreement, referred to below, by and between Fuel Systems Solutions, Inc. and Impco Technologies, Inc. (as “Parent Borrower” and “Co-Borrower” respectively and together as “Borrowers”) and Impco Technologies B.V. (as “Dutch Guarantor”) and Intesa Sanpaolo S.p.A., New York Branch (the “Bank” and together with the Borrowers, the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2007 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this ____ day of August, 2006, by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Corporation”), and _________, an individual (“Indemnitee”).
MARIANO COSTAMAGNA RETIREMENT AGREEMENTRetirement Agreement • April 28th, 2015 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This Retirement Agreement (this “Agreement”) is entered into between Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), MTM S.r.L. (“MTM”, a subsidiary of the Company), and Mariano Costamagna, a resident of the Republic of Italy (“Mr. Costamagna”), as of April 24, 2015 (the “Effective Date”).
EQUITY INTEREST PURCHASE AGREEMENT by and between FUEL SYSTEMS SOLUTIONS, INC., the Buyer, and TELEFLEX INCORPORATED, the Seller, Dated as of July 19, 2009Equity Interest Purchase Agreement • July 22nd, 2009 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Pennsylvania
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2010 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
THIS LOAN AND SECURITY AGREEMENT (this "Agreement") is made as of August 4, 2010 by and between Productive Concepts international, llc, an Indiana limited liability company ("Borrower"), and IMPCO TECHNOLOGIES, INC., a Delaware corporation ("Lender"). Capitalized terms used in this Agreement have the meanings assigned to them in Appendix A hereto. Accounting terms not otherwise specifically defined herein shall be construed in accordance with GAAP consistently applied.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 9th, 2009 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this ___ day of _____ , 2009, by and between Fuel Systems Solutions, Inc., a Delaware corporation (the “Corporation”), and [ ________ ], an individual (“Indemnitee”).
April 24, 2015 James Nall Chairman of the Board Fuel Systems Solutions, Inc.Fuel Systems Solutions, Inc. • April 28th, 2015 • Motor vehicle parts & accessories • Michigan
Independent Contractor AgreementIndependent Contractor Agreement • October 31st, 2007 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • California
This Independent Contractor’s Agreement (“Agreement”) is made this May 14, 2007 by and between IMPCO Technologies, Inc., a Delaware corporation (“Corporation”), having a place of business at 3030 South Susan Street, Santa Ana, CA 92704 and Brad Garner, an Independent Contractor, (“Contractor”), having a place of business at 4945 Via La Granja, Yorba Linda, CA 92886 in consideration of the mutual promises made herein, as follows:
subsidiary entity] PHANTOM STOCK OPTION AGREEMENTPhantom Stock Option Agreement • December 20th, 2011 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories
This PHANTOM STOCK OPTION AGREEMENT (this "Agreement") is made this ______ day of [__________], 20[_] (the "Award Date") between [subsidiary entity] (the "Company") and [__________] (the "Participant"). Capitalized terms used in this Agreement but not defined upon their first usage shall have the meanings ascribed to them in the Company's 2011 Phantom Stock Option Plan, as it may be amended from time to time (the "Plan").
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, LIMITED WAIVER AND AMENDMENTLoan and Security Agreement • October 31st, 2007 • Fuel Systems Solutions, Inc. • Motor vehicle parts & accessories • New York
This TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, LIMITED WAIVER, AND AMENDMENT (this “Amendment”), dated October 31, 2007, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 450 North Brand Blvd., Suite 950, Glendale, California 91203, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 3030 South Susan Street, Santa Ana, California 92704 (the “Borrower”).
