QUANTUM FUEL SYSTEMS TECHNOLOGIES WORLDWIDE, INC.
2002 STOCK INCENTIVE PLAN
(as amended on June 30, 2005)
1. Purposes of the Plan . The purposes of this Stock Incentive Plan are to attract and retain the best available personnel, to
provide additional incentive to Employees, Directors and Consultants, to issue Options in connection with the Spin-Off
pursuant to the Employee Benefit Matters Agreement and to promote the success of the Company’s business.
2. Definitions . As used herein, the following definitions shall apply:
(a) “ Administrator ” means the Board or any of the Committees appointed to administer the Plan.
(b) “ Applicable Laws ” means the legal requirements relating to the administration of stock incentive plans, if any,
under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of any
applicable stock exchange or national market system, and the rules of any foreign jurisdiction applicable to Awards
granted to residents therein.
(c) “ Assumed ” means that (i) pursuant to a Corporate Transaction defined in Section 2(n)(i), 2(n)(ii) or 2(n)(iii) or a
Related Entity Disposition, the contractual obligations represented by the Award are expressly assumed (and not simply
by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction or Related Entity
Disposition or (ii) pursuant to a Corporate Transaction defined in Section 2(n)(iv) or 2(n)(v), the Award is expressly
affirmed by the Company. The Award shall not be deemed “Assumed” for purposes of terminating the Award (in the case
of a Corporate Transaction) and the termination of the Continuous Service of the Grantee (in the case of a Related Entity
Disposition) if pursuant to a Corporate Transaction or a Related Entity Disposition the Award is replaced with a
comparable award with respect to shares of capital stock of the successor entity of its Parent. The determination of Award