VIASYSTEMS GROUP, INC. 2003 STOCK OPTION PLAN

 

1.  Purpose. The Viasystems Group, Inc. 2003 Stock Option Plan (the “Plan”) is intended to provide incentives which will retain and motivate employees of Viasystems Group, Inc. (the “Company”) and of any parent corporation or subsidiary corporation now existing or hereafter formed or acquired, by providing them opportunities to acquire shares of the common stock, par value $.01 per share, of the Company (“Common Stock”). Furthermore, the Plan is intended to assist in aligning the interests of such employees to those of the Company’s stockholders.

2.  Administration.

 

(a)  The Plan will be administered by the Compensation Committee of the Board of Directors of the Company (the “Committee”). Whenever the Company shall have a class of equity securities registered pursuant to section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Committee shall be comprised solely of not less than two members who shall be “Non-Employee Directors” within the meaning of Rule 16b-3(b)(3) (or any successor rule) promulgated under the Exchange Act. The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and interpretations and to take such action in connection with the Plan and any Stock Options (as defined below) granted hereunder as it deems necessary or advisable, including, but not limited to, accelerating vesting or exercisability of any Stock Options, extending the term or period of exercisability (but in no event beyond ten (10) years after the date it is granted) of any Stock Options, reducing the Exercise Price of any Stock Options or waiving any terms or conditions applicable to any Stock Options. All determinations and interpretations made by the Committee shall be binding and conclusive on all participants and their legal representatives. No member of the Board of Directors of the Company, no member of the Committee and no employee of the Company shall be liable for any act or failure to act hereunder, except in circumstances involving his or her bad faith, or for any act or failure to act hereunder by any other member or employee or by any agent to whom duties in connection with the administration of this Plan have been delegated. The Company shall indemnify members of the Committee and any agent of the Committee who is an employee of the Company, against any and all liabilities or expenses to which they may be subjected by reason of any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances involving such person’s bad faith.

 

(b)  The Committee may delegate to one or more of its members, or to one or more agents, such administrative duties as it may deem advisable, and the Committee, or any person to whom it has delegated duties as aforesaid, may employ one or more persons to render advice with respect to any responsibility the Committee or such person may have under the Plan. The Committee may employ such legal or other counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion or computation received from any such counsel, consultant or agent. Expenses incurred by the Committee in the engagement of such counsel, consultant or agent shall be paid by the Company, or the subsidiary or affiliate whose employees have benefited from the Plan, as determined by the Committee.

 

3.  Participants. Participants will consist of such employees of and other persons performing services for the Company and any parent corporation or subsidiary corporation of the Company as the Committee in its sole discretion determines to be in a position to impact the success and future growth and profitability of the Company and whom the Committee may designate from time to time to receive Stock Options under the Plan. The Committee shall consider such factors as it deems pertinent in selecting participants and in determining the type and amount of their respective Stock Options.

 

4.  Common Stock Available Under the Plan. The aggregate number of shares of Common Stock that may be issued pursuant to Stock Options granted under this Plan shall be 2,777,778 shares of Common Stock, which may be authorized and unissued or treasury shares, subject to any adjustments made in accordance with Section 6. Any shares of Common Stock that may be issued pursuant to a Stock Option which for any reason is cancelled or terminated without having been exercised shall again be available for issuance pursuant to Stock Options granted under the Plan. The maximum aggregate number of shares of Common Stock that may be issued pursuant to Stock Options that may be granted to any single participant within any calendar year during the term of the Plan (as set forth in Section 16) shall be 1,000,000 shares, subject to the adjustments provided in Section 6. For purposes of the preceding sentence, such Stock Options that are cancelled or repriced shall continue to be counted during the calendar year such Stock Options were granted in determining such maximum aggregate number of shares of Common Stock that may be granted to any single participant during the term of the Plan.

 

5.  Stock Options.“Stock Options” will consist of awards from the Company that will enable the holder to purchase a specific number of shares of Common Stock, at set terms and at a fixed purchase price. Stock Options may be incentive stock options (“Incentive Stock Options”), within the meaning of section 422 of the Code, or Stock Options which do not constitute Incentive Stock Options (“Nonqualified Stock Options”). The Committee will have the authority to grant to any participant one or more Incentive Stock Options, Nonqualified Stock Options, or both types of Stock Options. Stock Options shall be evidenced by agreements in the form attached hereto as Exhibit A or in such other forms (which need not be identical) as the Committee may from time to time approve; provided, however, that in the event of any conflict between the provisions of the Plan and any such agreements, the provisions of the Plan shall prevail. Each Stock Option shall be subject to terms and conditions consistent with the Plan as the Committee may impose from time to time, subject to the following limitations:

 

(a)  Exercise Price. Except in the case of Stock Options granted through assumption of, or in substitution for, outstanding stock options previously granted by an acquired company, and except as a result of an adjustment event referred to herein, each Stock Option granted hereunder shall have such per-share exercise price as the Committee may determine at the date of grant, subject to subsection (d) below.

 

(b)  Payment of Exercise Price. The option exercise price may be paid in cash or, in the discretion of the Committee determined at the date of grant, by the delivery of shares of Common Stock of the Company then owned by the participant, provided such shares have been held for at least six (6) months. In the discretion of the Committee, payment may also be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. The Committee may prescribe any other method of paying the exercise price that it determines to be consistent with applicable law and the purpose of the Plan, including, without limitation, in lieu of the exercise of a Stock Option by delivery of shares of Common Stock of the Company then owned by a participant, providing the Company with a notarized statement attesting to the number of shares owned, where, upon verification by the Company, the Company would issue to the participant only the number of incremental shares to which the participant is entitled upon exercise of the Stock Option. In determining which methods a participant may utilize to pay the exercise price, the Committee may consider such factors as it determines are appropriate.

 

(c)  Exercise Period. Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions, including vesting, as shall be determined by the Committee; provided, however, that no Stock Option shall be exercisable later than ten (10) years after the date it is granted. All Stock Options shall terminate at such earlier times and upon such conditions or circumstances as the Committee shall in its discretion set forth in such option agreement at the date of grant.

 

(d)  Limitations on Incentive Stock Options. Incentive Stock Options may be granted only to participants who are employees of the Company or subsidiary corporation of the Company at the date of grant and the per share exercise price may not be less than 100% of the Fair Market Value of the Common Stock at the date of grant. The aggregate market value (determined as of the time the option is granted) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under all option plans of the Company) shall not exceed $100,000; provided that to the extent stock options issued as Incentive Stock Options first become exercisable during a calendar year in excess of such $100,000 limitation, such excess Stock Option shall be treated as Nonqualified Stock Options. For purposes of the preceding sentence, Incentive Stock Options will be taken into account in the order in which they are granted. Incentive Stock Options may not be granted to any participant who, at the time of grant, owns stock possessing (after the application of the attribution rules of section 424(d) of the Code) more than 10% of the total combined voting power of all outstanding classes of stock of the Company or any subsidiary corporation of the Company, unless the option price is fixed at not less than 110% of the Fair Market Value of the Common Stock on the date of grant and the exercise of such option is prohibited by its terms after the expiration of five years from the date of grant of such option. Notwithstanding anything to the contrary contained herein, no Incentive Stock Option may be exercised later than ten years after the date it is granted.

 

6.  Adjustment Provisions; Change in Control.

 

(a)  If there shall be any change in the Common Stock of the Company, through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, reclassification, split up, spin-off, combination of shares, exchange of shares, dividend in kind or other like change in capital structure or distribution (other than normal cash dividends) to stockholders of the Company, an adjustment shall be made to each outstanding Stock Option such that each such Stock Option shall thereafter be exercisable for such securities, cash and/or other property as would have been received in respect of the Common Stock subject to such Stock Option had such Stock Option been exercised in full immediately prior to such change or distribution, and such an adjustment shall be made successively each time any such change shall occur. In addition, in the event of any such change or distribution, in order to prevent dilution or enlargement of participants’ rights under the Plan, the Committee will have authority to adjust, in an equitable manner, the number and kind of shares that may be issued under the Plan, the exercisability and vesting provisions of outstanding Stock Options, the exercise price applicable to outstanding Stock Options, and the Fair Market Value of the Common Stock and other value determinations applicable to outstanding Stock Options. Appropriate adjustments may also be made by the Committee in the terms of any Stock Options under the Plan to reflect such changes or distributions and to modify any other terms of outstanding Stock Options on an equitable basis. In addition the Committee is authorized to make adjustments to the terms and conditions of, and the criteria included in, Stock Options in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company, or in response to changes in applicable laws, regulations, or accounting principles. Notwithstanding the foregoing, (i) any adjustment with respect to an Incentive Stock Option shall comply with the rules of section 424(a) of the Code, and (ii) in no event shall any adjustment be made which would render any Incentive Stock Option granted hereunder other than an incentive stock option for purposes of section 422 of the Code.

 

(b)  In the event of a Change in Control (as defined below), the Committee, in its discretion, may take such actions as it deems appropriate with respect to outstanding Stock Options, including, without limitation, accelerating the exercisability or vesting of such Stock Options.

 

The Committee, in its discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Stock Option outstanding hereunder shall terminate within a specified number of days after notice to the holder and, in the event any holder does not exercise such holder’s Stock Options prior to such date of termination, such holder shall receive, with respect to each share of Common Stock subject to such Stock Option, an amount equal to the excess of the Fair Market Value of such shares of Common Stock immediately prior to the occurrence of such Change in Control over the exercise price per share of such Stock Option, such amount to be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.

 

A “Change in Control” of the Company shall be deemed to have occurred if, subsequent to the Effective Date of this Plan, (A) any “person” (as such term is defined in section 13(d) of the Exchange Act) other than Hicks, Muse, Tate & Furst Incorporated or its affiliates, employees, officers, directors or successors (the “HMTF Group”) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing a majority of the combined voting power of the Company’s then outstanding voting securities, (B) a majority of the Board of Directors shall consist of persons who are not Continuing Directors (as defined below), (C) the Company shall merge with or consolidate into any other corporation, other than a merger or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding immediately thereafter securities representing more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (D) the stockholders of the Company approve and effect a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

 

For purposes of this Agreement, a “Continuing Director” shall mean, as of the date of determination, any Person who (i) was a member of the Board of Directors of the Company on the Effective Date of this Plan, (ii) was nominated for election or elected to the Board of Directors of the Company with the affirmative vote of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election, or (iii) was nominated for election or elected to the Board of Directors of the Company pursuant to the Stockholders Agreement, dated as of January 31, 2003, among the Company and certain of its stockholders.

 

7.  Transferability. Stock Options granted under the Plan to a participant shall not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the participant’s lifetime, only by the participant. In the event of the death of a participant, each Stock Option theretofore granted to him or her shall be exercisable during such period after his or her death as the Committee shall in its discretion set forth in such Stock Option at the date of grant and then only by the executor or administrator of the estate of the deceased participant or the person or persons to whom the deceased participant’s rights under the Stock Option shall pass by will or the laws of descent and distribution. Notwithstanding the foregoing, at the discretion of the Committee, a Stock Option (other than an Incentive Stock Option) may be transferred by a participant solely to the participant’s spouse, siblings, parents, children and grandchildren or trusts for the benefit of such persons or partnerships, corporations, limited liability companies or other entities owned solely by such persons, including trusts for such persons, subject to any restriction included in the award of the Stock Option.

 

8.  Other Provisions. The award of any Stock Option under the Plan may also be subject to such other provisions (whether or not applicable to the Stock Option awarded to any other participant) as the Committee determines, at the date of grant, appropriate, including, without limitation, for the installment purchase of Common Stock under Stock Options, for the forfeiture of, or restrictions on resale or other disposition of, Common Stock acquired under any Stock Option, for the acceleration of exercisability or vesting of Stock Options in the event of a change in control of the Company, for the payment of the value of Stock Options to participants in the event of a change in control of the Company, or to comply with federal and state securities laws, or understandings or conditions as to the participant’s employment in addition to but not inconsistent with those specifically provided for under the Plan.

 

9.  Fair Market Value. For purposes of this Plan and any Stock Options awarded hereunder, Fair Market Value shall be the closing price of the Company’s Common Stock on the date of calculation (or on the last preceding trading date if Common Stock was not traded on such date) if the Company’s Common Stock is readily tradable on a national securities exchange or other market system, and if the Company’s Common Stock is not readily tradable, Fair Market Value shall mean the amount determined in good faith by the Committee as the fair market value of the Common Stock of the Company; provided, however, in the event of a Change in Control, the Fair Market Value shall be based on the actual consideration paid for such Common Stock.

 

10.  Withholding. All payments or distributions made pursuant to the Plan shall be net of any amounts required to be withheld pursuant to applicable federal, state and local tax withholding requirements. If the Company proposes or is required to distribute Common Stock pursuant to the Plan, it may require the recipient to remit to it or to the corporation that employs such recipient an amount sufficient to satisfy such tax withholding requirements prior to the delivery of any certificates for such Common Stock. In lieu thereof, the Company or the employing corporation shall have the right to withhold the amount of such taxes from any other sums due or to become due from such corporation to the recipient as the Committee shall prescribe. The Committee may, in its discretion and subject to such rules as it may adopt (including any as may be required to satisfy applicable tax and/or non-tax regulatory requirements), permit an optionee to pay all or a portion of the federal, state and local withholding taxes arising in connection with any Stock Options by electing to have the Company withhold shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld, such tax calculated at rates required by statute or regulation.

 

11.  Tenure. A participant’s right, if any, to continue to serve the Company as a director, officer, employee, or otherwise, shall not be enlarged or otherwise affected by his or her designation as a participant under the Plan.

 

12.  Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to any investments which the Company may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and any participant, beneficiary, legal representative or any other person. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments to be made hereunder shall be paid from the general funds of the Company and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan. The Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.

 

13.  No Fractional Shares. No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan or any Stock Option. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.

 

14.  Duration, Amendment and Termination. No Stock Options shall be granted more than ten years after the Effective Date; provided, however, that the terms and conditions applicable to any Stock Option granted prior to such date may thereafter be amended or modified by mutual agreement between the Company and the participant or such other persons as may then have an interest therein. The Committee may amend the Plan from time to time or suspend or terminate the Plan at any time. However, no action authorized by this Section 14 shall reduce the amount of any outstanding Stock Option or change the terms and conditions thereof without the participant’s consent. No amendment of the Plan shall, without approval of the stockholders of the Company, (i) increase the total number of shares of Common Stock which may be issued under the Plan or the maximum number of shares of Common Stock that may be granted to any individual under the Plan or (ii) modify the requirements as to eligibility for Stock Options under the Plan; provided, however, that no amendment may be made without approval of the stockholders of the Company if the amendment will disqualify any Incentive Stock Options granted hereunder.

 

15.  Governing Law. This Plan, Stock Options granted hereunder, and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

 

16.  Effective Date.

 

(a)  The Plan is adopted to give effect to the Company’s plan of reorganization under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) pursuant the confirmation order dated January 14, 2003, of the United States Bankruptcy Court for the Southern District of New York. The Plan shall be effective as of January 31, 2003 (the “Effective Date”), provided that the Plan is approved by the stockholders of the Company within 12 months of the Effective Date. Such approval of stockholders shall be a condition to the right of each participant to receive any Stock Options hereunder. Any Stock Options granted under the Plan prior to such approval of stockholders shall be effective as of the date of grant (unless, with respect to any Stock Option, the Committee specifies otherwise at the time of grant), but no such Stock Option may be exercised or settled and no restrictions relating to any Stock Option may lapse prior to such stockholder approval, and if stockholders fail to approve the Plan as specified hereunder, any such Stock Options shall be cancelled.

 

(b)  This Plan shall terminate on January 31, 2013 (unless sooner terminated by the Committee).

 

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IN WITNESS WHEREOF, the Company has caused this 2003 Stock Option Plan to be signed by the undersigned duly authorized officer of the Corporation as of January 31, 2003.

	/s/ David J. Webster
	David J. Webster
	Senior Vice President

 

 

“Board of Directors” shall mean the board of directors of Group.

“Cause” shall be as defined by any employment agreement applicable to Holder or, if none, shall mean termination of employment of Holder because of (i) Holder’s conviction of, or plea of nolo contendere (or other similar plea) to, a felony or a crime involving moral turpitude; (ii) Holder’s personal dishonesty, incompetence, willful misconduct, willful violation of any law, rule, or regulation (other than minor traffic violations or similar offenses) or breach of fiduciary duty which involves personal profit; (iii) Holder’s commission of material mismanagement in the conduct of Holder’s duties as assigned to him; (iv) Holder’s willful failure to execute or comply with the policies of the Corporation; (v) Holder’s failure to properly perform Holder’s stated established duties, or intentional failure to perform Holder’s stated duties; or (vi) the illegal use of drugs on the part of Holder.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall have the meaning ascribed to such term under the Plan.

“Confidential Information” shall mean information about the Corporation, including its respective businesses, products and practices, disclosed to or known by the Holder as a direct or indirect consequence of or through the employment by the Corporation. However, Confidential Information shall not include under any circumstances any information with respect to the foregoing matters which is (i) available to the public from a source other than Holder, (ii) released in writing by the Corporation to the public or intentionally to persons who are not under a similar obligation of confidentiality to the Corporation and who are not parties to this Agreement or a similar agreement, (iii) obtained by Holder from a third party not under a similar obligation of confidentiality to the Corporation, or (iv) the subject of a written waiver executed by the Corporation for the benefit of Holder.

“Disability” shall be construed under the appropriate provisions of the long-term disability plan maintained for the benefit of employees of the Corporation who are regularly employed on a salaried basis. The determination of a Holder’s Disability, and the date of its commencement, shall be determined in good faith solely by the Committee.

“Fair Market Value” shall mean the closing price of the Stock on the date of calculation (or on the last preceding trading date if the Stock was not traded on such date) if the Stock is readily tradable on a national securities exchange or other market system, and if the Stock is not readily tradable, Fair Market Value shall mean the amount determined in good faith by the Committee as the fair market value of the Stock.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Stock” shall mean Group’s authorized par value $0.01 per share Common Stock together with any other securities with respect to which Options (hereinafter defined) or other rights granted hereunder may become exercisable.

specify the number of shares of Stock to be purchased at the Exercise Price;

if the person exercising this Option is not the named Holder, contain or be accompanied by evidence satisfactory to the Committee of such person’s right to exercise this Option; and

be accompanied by (i) payment in full of the Exercise Price in the form of a certified or cashier’s check payable to the order of Group, (ii) with the Committee’s approval, a promissory note for the full Exercise Price, (iii) with the Committee’s approval, payment in the form of shares of Stock owned by the Holder which are of at least equal value to the aggregate Exercise Price payable in connection with such exercise, provided, such shares have been held for at least six (6) months, (iv) with the Committee’s approval, a share or shares of Stock owned by the Holder and surrendered for actual or deemed multiple exchanges of shares of Stock, provided, such shares have been held for at least six (6) months, or (v) with the Committee’s approval, a combination of any of (i) - (iv). The Committee may grant or withhold its approval under any or all of the foregoing subsections (ii), (iii), (iv) or (v) in its sole and absolute discretion.