EXHIBIT 10.3
TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT (the "Agreement"), is dated as of July 23, 2002, by and
between IMPCO Technologies, Inc., a Delaware corporation ("IMPCO"), and Quantum Fuel Systems
Technologies Worldwide, Inc., a Delaware corporation ("Quantum").
WHEREAS, concurrently herewith, IMPCO and Quantum are entering into a Contribution and Distribution
Agreement (the "Distribution Agreement"), which provides for, among other things, the contribution by IMPCO
to Quantum of certain assets relating to IMPCO's Automotive OEM Business (the "Business");
WHEREAS, the Board of Directors of IMPCO has determined that it is appropriate, desirable and in the best
interests of IMPCO and its businesses as well as of the holders of IMPCO Common Stock, to distribute to the
holders of the IMPCO Common Stock all the outstanding shares of Quantum common stock, par value $0.001
per share, as set forth in the Distribution Agreement;
WHEREAS, in order to facilitate an orderly transition of the Business under the Distribution Agreement, the
parties desire that IMPCO make available to Quantum the Services (as defined below) on the terms set forth
herein; and
WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings given to such terms
in the Distribution Agreement.
NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties, intending to be legally bound, agree as
follows:
ARTICLE 1
SERVICES
1.1 Services.
(a) Type of Services. Except as otherwise provided herein, for the term determined pursuant to Section 1.2
hereof, IMPCO shall, as may reasonably be requested by Quantum upon reasonable notice from time to time on
and after the Contribution Date (which shall be referred to herein as the "Effective Date"), provide or cause to be
provided to Quantum services in support of the Business, consisting of those generically descr