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FUEL SYSTEMS SOLUTIONS, INC.
2009 INCENTIVE BONUS PLAN
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This plan shall be known as the
Fuel Systems Solutions, Inc. 2009 Incentive Bonus Plan (the “
Plan ”). The purpose of the Plan shall be to provide
incentive compensation for the officers and employees of Fuel
Systems Solutions, Inc., its Subsidiaries and divisions.
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2.
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Definitions .
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(a)
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“ Award ” means any grant
of incentive compensation.
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(b)
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“ Award Certificate ” means
any written notice pursuant to which Awards are
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(c)
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“ Board of Directors ” and
“ Board ” mean the board of directors of the
Company.
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(d)
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“ Committee ” means the
Compensation Committee of the Board.
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(e)
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“ Company ” means Fuel
Systems Solutions, Inc.
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(f)
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“ Corporate Services ”
means corporate, finance, accounting, administrative,
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“overhead” and other similar
services.
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(g) “ Division
” means any operating or administrative unit of the Company
or any of its Subsidiaries for which profit and loss is measured
separately and which is designated by the Committee as a
“Division” for purposes of this Plan, in the
Committee’s sole and absolute discretion.
(h) “ Eligible
Employee ” means a full-time employee (regularly working
at least 32 hours per week) of the Company or any of its
Subsidiaries who has been continuously employed by the Company or
one of its Subsidiaries for at least six months prior to the end of
the applicable Performance Year, is employed by the Company or one
of its Subsidiaries at the end of the applicable Performance Year,
and is employed by the Company or one of its Subsidiaries on the
date of grant of the Performance Award. The transfer of an Eligible
Employee between Divisions, from the Company to a Subsidiary, from
a Subsidiary to the Company, or from one Subsidiary to another
shall not be considered a termination of employment; nor shall it
be considered a termination of employment if an Eligible Employee
is placed on military or sick leave or such other leave of absence
which is considered by the Committee in its sole and absolute
discretion as continuing intact the employment relationship.
(i) “
Net Profit ” of a Division means the net profit of the
Division over the applicable Performance Year as determined in the
sole and absolute discretion of the Committee. For the 2006
Performance Year, Net Profit for any Division shall exclude
expenses associated with providing Corporate Services to the
Division by the Company or a Subsidiary of the Company, whether or
not such services are specifically incurred by the Division itself;
the amount of the excluded Corporate Services will be determined in
the sole and absolute judgment of the Committee, or the Board as
the case may be. For any Performance Year after the 2006
Performance Year, the calculation of Net Profit for a Division may
include expenses associated with providing Corporate Services to
the Division by the Company or a Subsidiary of the Company, whether
or not such services are specifically incurred by the Division
itself.
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(j)
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“ Participant ” means an
individual who receives an Award under this Plan.
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(k)
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“ Performance Award ” means
an Award granted to a Participant under Section 6
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based upon the achievement of applicable performance goals.
(l) “ Subsidiary
” means a corporation or other entity of which outstanding
shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled
to elect the management thereof, or such lesser percentage as may
be approved by the Committee, are owned directly or indirectly by
the Company.
The Plan shall be administered by
the Compensation Committee of the Board with respect to (i)
executives of the Company who are covered by SEC reporting
requirements (Executive Officers), subject to Board ratification,
and (ii) all other officers and employees, provided that with
respect to all the other officers and employees the Board may at
any time administer the Plan with respect of such officers and
employees (other than Executive Officers), in which case the term
“Committee” shall be deemed to mean the Board for all
purposes herein with respect to such officers and employees.
Subject to the provisions of the Plan, the Committee or the Board,
as the case shall be, shall be authorized to:
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(i)
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select persons to participate in the Plan and
determine eligibility for benefits under the Plan,
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(ii)
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determine the form, substance and size of
Awards made under the Plan to each Participant, and the conditions
and restrictions, if any, subject to which such Awards will be
made,
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(iii)
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approve the form of Award Certificates, if
any, used under the Plan,
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(iv)
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certify that the conditions and restrictions
applicable to any Award have been met,
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(v)
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modify the terms of Awards made under the
Plan, including accelerating any payment or waiving any
restrictions on or conditions of such Awards, or otherwise
adjusting any terms of such Awards, but only if such change is made
in writing by an authorized officer of the Company or a
subsidiary.
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2
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(vi)
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interpret the Plan and Awards made
thereunder,
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(vii)
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make any adjustments necessary or desirable in
connection with Awards made under the Plan to Eligible Employees
located outside the United States, including, as appropriate, the
establishment of sub-plans under which Awards may be crafted in
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