Fuel Systems Solutions, Inc.
Exhibit 10.1
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 30, 2016
Re: Second Amendment to Retirement Agreement
Dear Xx. Xxxxxxxxxx:
Reference is made to the Retirement Agreement entered into among Fuel Systems Solutions, Inc., a Delaware corporation (the “Company”), MTM S.r.L. (“MTM”, a subsidiary of the Company), and Xxxxxxx Xxxxxxxxxx, a resident of the Republic of Italy (“Xx. Xxxxxxxxxx”), as of April 24, 2015, as amended by the Amendment to Retirement Agreement, dated December 16, 2015 (as amended, the “Retirement Agreement”).
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 Xx. Xxxxxxxxxx remain unchanged and are in full force and effect.
This Amendment to the Retirement Agreement has been duly executed by authorized representatives of the Company and MTM, and by Xx. Xxxxxxxxxx.
ACKNOWLEDGED:
By: /s/ Xxxxxx Alghisi____________________
Name: Xxxxxx Xxxxxxx
Title: Chief Operating Officer, Fuel Systems Solutions, Inc.
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By: /s/ Xxxxx X. Johnston___________________
Name: Xxxxx X. Xxxxxxxx
Title: Director, Fuel Systems Solutions, Inc.
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ACKNOWLEDGED:
By: /s/ Xxxxxx Alghisi____________________
Name: Xxxxxx Xxxxxxx
Title: Chief Operating Officer, Fuel Systems Solutions, Inc.
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MTM S.R.L.
By: /s/ Xxxxx X. Johnston___________________
Name: Xxxxx X. Xxxxxxxx
Title: Director, MTM S.R.L.
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ACKNOWLEDGED:
By: /s/ Xxxxx X. Johnston___________________
Name: Xxxxx X. Xxxxxxxx
Title: Director, Fuel Systems Solutions, Inc.
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XXXXXXX XXXXXXXXXX
/s/ Xxxxxxx Costamagna_____________________
Xxxxxxx Xxxxxxxxxx (Signature)
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