Amendment to Retirement Agreement among Fuel Systems Solutions, Inc., MTM S.r.L., and Mariano Costamagna

780 Third Avenue, 25th Floor

December 16, 2015

 

Re:        Amendment to Retirement Agreement

 

Dear Mr. Costamagna:

 

Reference is made to the Retirement Agreement (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 Mariano Costamagna, a resident of the Republic of Italy (“Mr. Costamagna”), as of April 24, 2015.

 

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 (the “Merger Agreement”) by and among Westport Innovations Inc., Whitehorse Merger Sub Inc. and the Company, the Retirement Date is hereby amended to be the earlier of (i) the Closing Date (as defined in the Merger Agreement), and (ii) April 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 Mr. Costamagna 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 Mr. Costamagna.