AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

      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 ").

      IMPCO Technologies, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (" IMPCO "), and Executive entered into an Employment Agreement dated as of December 22, 2004 (the " Prior Employment Agreement "). The Company and Executive desire to enter into this Agreement in order to amend and restate the terms of the Prior Employment Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows:

      1. Term of Agreement. The term of this Agreement shall commence on the Effective Date and shall continue until December 31, 2012 (the " Term "), unless Executive’s employment is sooner terminated as provided herein. Notwithstanding the foregoing, the Term shall automatically terminate upon Executive’s termination of employment prior to December 31, 2012 in accordance with Section 9.

will continue to be employed as the Company’s Chief Executive Officer. As Chief Executive Officer, Executive’s responsibilities and duties shall include the professional, competent direction and management of the Company as a whole, and such other managerial responsibilities and executive duties as may be assigned to him from time to time by the Board of Directors of the Company (the " Board ") which are consistent with his position and status. During the Term of this Agreement, Executive shall discharge his duties to the Company at such locations as Executive reasonably determines are suitable and appropriate.

      2.2. Full-Time; Travel. At all times during the Term, Executive agrees to devote his full-time efforts to his duties with the Company and its Affiliated Entities. It is anticipated that Executive will continue to travel as reasonably appropriate to personally oversee the Company and its Affiliated Entities.

      2.3. Company Policies. All policies published by the Company or delivered to the Executive prior to or following the Effective Date regarding employment policies, codes of conduct, required behavior by employees and other similar matters (collectively referred to as " Company Policies ") are incorporated within this Agreement as though fully set forth in this Agreement. The Executive agrees to be bound by and adhere to all such Company Policies as

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presently exist or as may be hereafter issued or modified by the Company. Without limiting the foregoing, the Executive agrees to conduct business on behalf of the Company in a manner consistent with proper and ethical business practices and consistent with the best interests of the Company. To the extent any Company Policies are inconsistent with or contrary to the provisions of this Agreement, this Agreement shall prevail.

      3. Compensation. For all services rendered by Executive under this Agreement, Company shall pay Executive an annual base salary in two currencies. The Company shall pay Executive $360,000 in U.S. Dollars and €120,000 in Euros, the aggregate of which shall be Executive’s "base salary" for purposes of this Agreement. Executive shall not be paid any other compensation in any capacity as a director, officer or otherwise by any Affiliated Entity of the Company without the approval of the Board. Executive shall be paid his base salary on the same basis applicable to executive employees generally, minus all lawful and agreed upon payroll deductions. Executive’s compensation shall be reviewed annually by the Compensation Committee of the Board in accordance with normal Company salary review procedures, but may not be decreased during the Term of this Agreement.

      4. Business Expenses. Company agrees to reimburse Executive for all reasonable business expenses incurred by Executive while on Company business, subject to the Company’s normal business expense policies. Executive shall maintain such records as will be necessary to enable the Company to properly deduct such items as business expenses when computing the Company’s federal income tax. All such reimbursements shall be made promptly after submission of the required documentation, but in any event by the end of the calendar year following the year in which such expenses were incurred.

      5. Bonuses. Executive will also be eligible for consideration for a bonus in accordance with the terms and conditions of the Company’s 2006 Equity Incentive Plan (or any successor plan), as may be amended from time to time.

employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, in accordance with the terms thereof (and subject to any applicable waiting periods or other eligibility requirements). Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

      6.2. Key Person Insurance. Company may, in its sole discretion, obtain "key person" life insurance covering Executive in such reasonable amounts as it shall determine. Executive agrees to fully cooperate in obtaining such coverage, including by submitting to a physical examination if requested by the insurance provider, and, on behalf of himself, his heirs and beneficiaries, disclaims all and any right, title and interest in and to the proceeds of such insurance.

      6.3. Life Insurance Policy. To the extent the Company determines, in its sole discretion, that it can obtain and maintain such coverage on customary and reasonable economic terms, the Company shall maintain a life insurance policy on the life of Executive and payable to

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the Company upon the death of Executive in an amount of not less than $20,000,000 in U.S. Dollars. Executive agrees to fully cooperate in obtaining such coverage, including by submitting to a physical examination if requested by the insurance provider. The Company shall not be required to provide such coverage if Executive does not fully cooperate in obtaining such coverage or if the Company determines at any time that such coverage is too expensive for the Company to obtain or continue in effect. Following Executive’s death and to the extent such life insurance policy is then in effect, the Company shall notify Executive’s designated beneficiaries (of which the Company is reasonably aware) (the " Beneficiaries ") (a) that the Company may purchase up to $10,000,000 in U.S. Dollars of the Company’s common stock from such Beneficiaries, (b) of the maximum number of shares of the Company’s common stock that may be purchased for up to $10,000,000 in U.S. Dollars (based upon the arithmetic mean of selling prices of the Company’s common stock on all trading days during the thirty (30) day period preceding Executive’s death), (c) that such Beneficiaries must notify the Company in writing by a date specified by the Company in such notice (which shall be within a reasonable time period following Executive’s death) of the number of shares of the Company’s common stock or U.S. Dollar value of the Company’s common stock that the Company will purchase from such Beneficiaries (in each case, up to $10,000,000 in U.S. Dollars as calculated in accordance with this Section). Such Beneficiaries shall notify the Company in writing by the date specified in the Company’s notice of the amount of such Beneficiaries’ common stock of the Company that the Company shall purchase (up to the amount of $10,000,000 in U.S. Dollars as calculated in accordance with this Section). In the event such Beneficiaries obligate the Company to purchase such common stock of the Company from such Beneficiaries, such Beneficiaries shall provide all common stock certificates, stock powers and other documents reasonably requested by the Company to allow the Company to fulfill its obligation to purchase such common stock.

7. Vacation. Executive shall be entitled to four (4) weeks’ paid vacation per year.

Vacation shall be scheduled by Executive at a time that is consistent with the Company’s business needs. Upon the termination of this Agreement, Executive shall be paid for all previously accrued and unused vacation time.

8. Confidential Information; Trade Secrets; Intellectual Property; Non-Solicitation and Non-Interference; Non-Competition.

      8.1. Confidential Information. It is understood and agreed that as a result of Executive’s employment with Company and his prior employment with MTM S.r.l., Executive has acquired and will continue to acquire and make use of confidential information about the Company and its Affiliated Entities (as defined below) and their business, suppliers and customers, such information constituting trade secrets. During the course of his employment with the Company and thereafter, Executive shall keep secret and retain in strictest confidence, and, except to the extent required to be disclosed by applicable law or court order, shall not, without the prior written consent of the Company, furnish, make available or disclose to any third party or use for the benefit of himself or any third party, any Confidential Information. As used in this Agreement, " Confidential Information " will be interpreted as broadly as possible to include all information of any sort (whether merely remembered or embodied in a tangible or intangible form), now existing or to be developed in the future, relating to the business or affairs of the Company and the Affiliated Entities or their current or potential businesses (including their predecessors prior to being acquired by the Company), including but not limited to information,

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observations, and data relating to financial statements, customer identities, potential customers, acquisition opportunities, business development or transformation plans, employees, suppliers, servicing methods, equipment, programs, strategies and information, marketing and expansion plans, analyses, profit margins, or other proprietary information used by the Company or the Affiliated Entities reasonably related to their business, affairs or industry; provided , however , that Confidential Information shall not include any information which (a) is in the public domain other than as a result of the Executive’s wrongful acts or omissions or (b) becomes known outside the Company by persons who are not associated with the Company and do not have an obligation of confidentiality to the Company or the Affiliated Entities with respect to such information through no wrongful act or omission on the part of Executive. Executive acknowledges that the Confidential Information is vital, sensitive, confidential and proprietary to the Company. Executive further agrees that on termination of this Agreement, or at any time on request by the Company, he shall deliver possession to the Company of all Confidential Information and all memoranda, notes, plans, records, reports, computer files, disks and tapes, studies, printouts, software and other documents and writings, whether in paper or electronic form (and copies thereof) and other things of every kind and description relating to the business of the Company or the Affiliated Entities or at Company expense or in the course of Executive’s employment or that contain proprietary information relating to the Company or the Affiliated Entities, including all copies of the same.

" Affiliated Entities " shall mean each of the Company’s direct and indirect subsidiaries and any business, entity or joint venture in which the Company has a direct or indirect equity or other ownership interest.

      8.2. Trade Secrets and Intellectual Property. The results and proceeds of Executive’s services to the Company hereunder, including, without limitation, any works of authorship related to the Company resulting from Executive’s services with the Company and/or any of the Affiliated Entities and any works in progress, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-for-hire and/or there are any rights which do not accrue to the Company under the preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive’s right, title and interest thereto, including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Executive whatsoever. Executive shall, from time to time, as may be requested by the Company and at the Company’s sole expense, do any and all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any rights in the results and proceeds of Executive’s services to the Company that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such rights. This Section 8.2 is

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subject to, and shall not be deemed to limit, restrict or constitute any waiver by the Company of any rights of ownership to which the Company may be entitled by operation of law by virtue of the Company or any of its Affiliated Entities.

      8.3. Non-Solicitation and Non-Interference. During Executive’s employment with the Company and for a period of one (1) year thereafter, Executive agrees that Executive shall not, except in the furtherance of Executive’s duties hereunder, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, (a) solicit, aid or induce any employee, representative or agent of the Company, any Affiliated Entity or any of their respective affiliates to leave such employment or retention or to accept employment with or render services to or with any other person, firm, corporation or other entity unaffiliated with the Company or any Affiliated Entity or hire or retain any such employee, representative or agent, or take any action to materially assist or aid any other person, firm, corporation or other entity in identifying, hiring or soliciting any such employee, representative or agent, or (b) interfere, or aid or induce any other person or entity in interfering, with the relationship between the Company, its Affiliated Entities and any of their respective customers, vendors, joint venturers or licensors. An employee, representative or agent shall be deemed covered by this Section 8.3 while so employed or retained and for a period of six (6) months thereafter. Notwithstanding the foregoing, the provisions of this Section 8.3 shall not be violated by (a) general advertising or solicitation not specifically targeted at Company-related persons or entities, (b) Executive serving as a reference, upon request, for any employee of the Company or any Affiliated Entity, or (c) actions taken by any person or entity with which Executive is associated if Executive is not personally involved in any manner in the matter and has not identified such Company-related person or entity for soliciting or hiring.

      8.4. Non-Competition. Executive acknowledges that through his employment with the Company and its Affiliated Entities prior to and after the Effective Date, (a) Executive has had and will continue to have access to trade secrets and other Confidential Information of the Company, its Affiliated Entities and their businesses, suppliers, customers and licensors, which, if disclosed, would unfairly and inappropriately assist in competition against the Company and its Affiliated Entities; (b) in the Executive’s employment by a competitor during the Restricted Period (as defined below), Executive would inevitably use or disclose such trade secrets and Confidential Information; (c) the Company and its Affiliated Entities have substantial relationships with their customers and Executive has had and will continue to have access to these customers; (d) Executive has received and will receive specialized training from the Company and its Affiliated Entities; and (e) Executive has generated and will continue to generate goodwill for the Company and its Affiliated Entities in the course of Executive’s employment with the Company. Therefore, in consideration of Executive’s continued employment with the Company, of the compensation and benefits provided to Executive under this Agreement, including but not limited to those set forth in Sections 3, 4 and 5 hereof, the Company’s agreement to provide the Termination Payment to Executive in accordance with Section 11, and of Executive’s being granted access to the customers, trade secrets and other Confidential Information of the Company and its Affiliated Entities, Executive agrees that the following restrictions on Executive’s activities during and after Executive’s employment are necessary, appropriate and reasonable to protect the goodwill, Confidential Information and

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other legitimate interests of the Company and its Affiliated Entities from unfair and inappropriate competition:

      (i) During Executive’s employment with the Company and during the period Executive is eligible to receive the Termination Payment (as defined below) (such period, the " Restricted Period "), Executive will not, directly or indirectly, engage or participate, in any capacity, whether as an owner, stockholder, member, partner, employee, director, independent contractor, franchisor, franchisee, consultant or otherwise or render any direct or indirect service or assistance, whether with or without compensation, in all or any portion of any business that the Company or any Affiliated Entity conducts or is developing as of the date of such termination in any geographic area in which the Company or any of its Affiliated Entities conducts that business, or is actively planning to conduct that business, as of the date of such termination (the " Non-Competition Area ") and Executive will not permit his name to be used by any enterprise engaging in or participating in any such business in the Non-Competition Area; provided , however , that ownership of less than 2% of the outstanding stock of any publicly traded company shall not by itself be deemed to be a violation of this provision.

      (ii) In signing this Agreement, Executive gives the Company assurance that Executive has carefully read and considered all the terms and conditions of this Agreement, including the restraints imposed on Executive under this Section 8. Executive agrees that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliated Entities and their trade secrets and Confidential Information and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area, and that these restraints, individually or in the aggregate, will not prevent Executive from obtaining other suitable employment during the period in which Executive is bound by the restraints. Executive acknowledges that each of these covenants has a unique, very substantial and immeasurable value to the Company and its Affiliated Entities that Executive has sufficient assets and skills to provide a livelihood while such covenants remain in force and that, as a result of the foregoing, in the event that Executive breaches such covenants, monetary damages would be an insufficient remedy for the Company, its Affiliated Entities and equitable enforcement of the covenant would be proper. Executive therefore agrees that the Company and its Affiliated Entities, in addition to any other remedies available to them, will be entitled to preliminary and permanent injunctive relief against any breach by Executive of any of those covenants, without the necessity of showing actual monetary damages or the posting of a bond or other security. Executive and the Company further agree that, in the event that any provision of this Section 8 is determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision will be deemed to be modified to permit its enforcement to the maximum extent permitted by law. Executive further covenants that he will not challenge the reasonableness or enforceability of any of the covenants set forth in this Section 8. It is also agreed that the Company and any Affiliated Entities will have the right to enforce all of the obligations under this Agreement, including without limitation pursuant to this Section 8, to the extent such enforcement is permitted by law.

      9. Termination. The Term and Executive’s employment with the Company and its Affiliated Entities shall be terminated upon the occurrence of the following events:

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9.1. Immediately upon the death of Executive;

      9.2. If Executive shall have been incapacitated from illness, accident or other disability and unable to perform his normal duties hereunder for a consecutive period of three (3) months or on a cumulative period of six (6) months in any eighteen (18) month period, upon the Compa