EXHIBIT 10.2
TAX ALLOCATION AND INDEMNIFICATION AGREEMENT
This TAX ALLOCATION AND INDEMNIFICATION AGREEMENT (this "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") (each, individually a "Party," and
collectively, the "Parties").
WHEREAS, IMPCO, acting directly and through its subsidiaries, currently conducts a number of businesses,
including, without limitation, (i) the Gaseous Fuel Products Business (as defined in the Distribution Agreement),
(ii) the Automotive OEM Business (as defined in the Distribution Agreement), and (iii) the International Business
(as defined in the Distribution Agreement);
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 shares of common stock, par value $0.001 per
share, of IMPCO (the "IMPCO Common Stock"), to restructure IMPCO to separate from IMPCO the
Automotive OEM Business and to cause such business to be owned and conducted, directly or indirectly, by
Quantum;
WHEREAS, in order to effect the separation, 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, for IMPCO to take certain steps to reorganize IMPCO's Subsidiaries (as defined herein) and
businesses and upon the completion of such reorganization to distribute to the holders of the IMPCO Common
Stock all the outstanding shares of common stock, par value $0.001 per share, of Quantum (the "Quantum
Common Shares") as set forth in that certain Contribution and Distribution Agreement dated as of July 23, 2002
between IMPCO and Quantum (the "Distribution Agreement");
WHEREAS, as a result of the Distribution (as defined in the Distribution Agreement), the Quantum Group will
not be included in the