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FUEL SYSTEMS SOLUTIONS, INC.
2009 RESTRICTED STOCK PLAN
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This plan shall be known as the
Fuel Systems Solutions, Inc. 2009 Restricted Stock Plan (the
“ Plan ”). The purpose of the Plan shall be to
promote the long-term growth and profitability of Fuel Systems
Solutions, Inc. by (i) providing all Non-Employee Directors and
Eligible Employees of the Company and its Subsidiaries with
incentives to maximize stockholder value and otherwise provide
outstanding performance and (ii) enabling the Company to attract,
retain and reward the best available employees.
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2.
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Definitions .
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(a) “ Award ” means any
grant of a Director Award or Restricted Stock Award under
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the Plan.
(b) “ Award
Certificate ” means any written notice pursuant to which
Awards are granted under the Plan.
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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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“ Change in Control ” means
the occurrence of one of the following events:
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(i)
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if any “person” or
“group” as those terms are used in Sections 13(d) and
14(d) of the Exchange Act or any successors thereto, other than an
Exempt Person, is or becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act or any successor
thereto), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the
Company’s then outstanding securities; or
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(ii)
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during any period of two consecutive years,
individuals who at the beginning of such period constitute the
Board and any new directors whose election by the Board or
nomination for election by the Company’s stockholders was
approved by at least two-thirds of the directors then still in
office who either were directors at the beginning of the period or
whose election was previously so approved, cease for any reason to
constitute a majority thereof; or
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(iii)
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consummation of a merger or consolidation of
the Company with any other corporation, other than a merger or
consolidation (A) which would result in all or a portion of the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities
of the Company or such surviving
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entity outstanding immediately after such
merger or consolidation or (B) by which the corporate existence of
the Company is not affected and following which the Company’s
chief executive officer and directors retain their positions with
the Company (and constitute at least a majority of the Board);
or
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(iv)
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consummation of a plan of complete liquidation
of the Company or a sale or disposition by the Company of all or
substantially all the Company’s assets, other than a sale to
an Exempt Person.
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(e)
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“ Committee ” means the
Compensation Committee of the Board.
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(f)
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“ Common Stock ” means the
Common Stock, par value $.01 per share, of the
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Company, and any other shares into which such stock may be
changed by reason of a recapitalization, reorganization, merger,
consolidation or any other change in the corporate structure or
capital stock of the Company.
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(g)
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“ Company ” means Fuel
Systems Solutions, Inc.
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(h)
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“ Eligible Employee ” means
a full-time employee (regularly working at least 32
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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, or the Board, as the case may
be, in its sole and absolute discretion as continuing intact the
employment relationship.
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(i)
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“ Exchange Act ” means the
Securities Exchange Act of 1934, as amended.
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(j)
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“ Exempt Person ” means (i)
Mariano Costamagna, (ii) any person, entity or group
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under the control of Mr. Costamagna, or (iii) any employee
benefit plan of the Company or a trustee or other administrator or
fiduciary holding securities under an employee benefit plan of the
Company.
(k) “ Fair Market
Value ” of a share of Common Stock of the Company means,
as of the date in question, the officially-quoted closing selling
price of the stock (or if no selling price is quoted, the bid
price) on the principal securities exchange or market on which the
Common Stock is then listed for trading (i.e., the Nasdaq National
Market) (the “ Market ”) for the applicable
trading day or, if the Common Stock is not then listed or quoted in
the Market, the Fair Market Value shall be the fair value of the
Common Stock determined in good faith by the Board using any
reasonable method; provided, however , that when shares
received upon grant or vesting of restricted stock are immediately
sold in the open market, the net sale price received may be used to
determine the Fair Market Value of any shares used to pay the
exercise price or applicable withholding taxes and to compute the
withholding taxes.
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(l) “
Outside Director ” means a director of the Company who
is not an employee of the Company or its Subsidiaries.
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(m)
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“ Participant ” means an
individual who receives an Award under this Plan.
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(n)
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“ Restricted Stock Award ”
means an Award of restricted stock granted pursuant to
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(o) “ 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, or the Board, as the case may be, are
owned directly or indirectly by the Company.
The Plan shall be administered by
the Committee, or the Board, as the case may be, with respect to
(i) any executive officer of the Company who currently is or is
expected to be an officer of the Company required to report
transactions in stock under Section 16 of the Exchange Act (an
“Executive Officer”) and (ii) all other Eligible
Employees. Except with respect to Executive Officers, the Board may
at any time and from time to time, resolve to administer the Plan
for all Eligible Employees and shall administer the Plan for
Outside Directors. Subject to the provisions of the Plan, the
Committee, or the Board, as the case may 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 Fair Market Value of the Common
Stock,
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(iii)
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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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(iv)
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approve the form of Award Certificates used
under the Plan,
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(v)
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certify that the conditions and restrictions
applicable to any Award have been met,
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(vi)
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modify the terms of Awards made under the Plan
including accelerating any vesting date of any previously-granted
Awards, eliminating or waiving any restrictions on or conditions of
such Awards, or otherwise adjusting any terms of such Awards,
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(vii)
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interpret the Plan and Awards made
thereunder,
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(viii)
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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,
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3
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as appropriate, the establishment of sub-plans
under which Awards may be crafted in response to the laws of
foreign jurisdictions,
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(ix)
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take such action as are necessary or advisable
for the Plan and the operation of the Plan to comply with the
applicable requirements of Rule 16b-3 under the Exchange Act,
and
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(x)
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adopt, amend, or rescind such rules and
regulations, and make such other determinations, for carrying out
the Plan as it may deem appropriate.
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Decisions of the Committee, or the
Board, as the case may be, on all matters relating to the Plan
shall be conclusive and binding on all parties.
The expenses of the Plan shall be borne by the Company.
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4. Shares Available for the Plan .
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Subject to adjustments as provided
in Section 14 hereof, 400,000 shares of Common Stock (“Plan
Shares”) may be issued pursuant to the Plan.
If any Award of shares under the
Plan expires unvested or is forfeited as to any shares, then such
unvested or forfeited shares may thereafter be available for
further gra
