FORM OF MUTUAL RELEASE OF CLAIMSQuantum Fuel Systems Technologies Worldwide Inc • January 19th, 2005 • Motor vehicle parts & accessories • Indiana
In consideration of the mutual covenants and agreements contained in the Separation Agreement and the numbered releases set forth herein, and effective as of the “Effective Date,” as such term is defined in that certain Separation Agreement, dated as of , 2005, by and between Starcraft Corporation (“Starcraft”) and Kelly L. Rose (“Rose”) to which this Mutual Release of Claims (“Release”) is attached as Exhibit 3.2(a), the undersigned parties hereby agree as follows:
FORM OF CONSULTING AGREEMENTForm of Consulting Agreement • January 19th, 2005 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Indiana
This Consulting Agreement (this “Agreement”) is between Kelly L. Rose, an individual (hereinafter “CONSULTANT”) and Starcraft Corporation, an Indiana corporation (hereinafter the “COMPANY”).
FORM OF ASSIGNMENTS OF PATENTS, TRADEMARKS AND LICENSESTrademarks and Licenses • January 19th, 2005 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Indiana
THIS ASSIGNMENT OF PATENTS, TRADEMARKS AND LICENSES (this “Assignment”), is entered into as of , 2005 among Starcraft Corporation, an Indiana Corporation (“Starcraft”), Kelly L. Rose (“Rose”), and Starcraft Mark Holding Company, Inc. (“SMHC”), an Indiana Corporation, and an affiliate of Rose. The effectiveness of this Assignment shall occur on the “Effective Date,” as such term is defined in that certain Separation Agreement, dated as of , 2005, by and between Starcraft Corporation and Rose (the “Separation Agreement”), to which this Assignment is attached as Exhibit 3.2(d), conditioned upon Rose making arrangements reasonably acceptable to Starcraft for the satisfaction of applicable income, employment and other tax withholding obligations in connection with this Assignment. For the avoidance of doubt, this Assignment shall not become effective or legally binding until such time that the Separation Agreement becomes effective in accordance with its terms. All capitalized terms not oth
FORM OF ASSET PURCHASE AND SALE AGREEMENTForm of Asset Purchase and Sale Agreement • January 19th, 2005 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Indiana
This ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as of , 2005 between Starcraft Acquisition, Inc., an Indiana corporation (“Purchaser”), and Starcraft Corporation and Starcraft Automotive Group, Inc., jointly and severally, each an Indiana corporation, (collectively “Seller”).
FORM OF SEPARATION AGREEMENTSeparation Agreement • January 19th, 2005 • Quantum Fuel Systems Technologies Worldwide Inc • Motor vehicle parts & accessories • Indiana
Starcraft Corporation (the “Company” and/or “Employer”) and Kelly L. Rose (the “Employee”), the Company’s former President and Chief Executive Officer, and current Chairman of the Board of Directors, enter into this Agreement to terminate, subject to the provisions of this Separation Agreement, the Amended and Restated Employment Agreement dated as of July 23, 2003 by and between Employer and Employee, a copy of which is attached as Exhibit 1 hereto and incorporated herein by this reference (the “Employment Agreement”), in consideration of the mutual undertakings and agreements herein contained (including those attached as an Exhibit or Schedule hereto).
