Exhibit 10.13 2003 Stock Option Plan


    Exhibit
      10.13

    


    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).

     

    *
      * * *
      *

     

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    


     


    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

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      EXHIBIT
        A

      


      [Form
        of
        Stock Option Agreement]

      


      VIASYSTEMS
        GROUP, INC.

      NONQUALFIED
        STOCK OPTION AGREEMENT

      


      THIS
        AGREEMENT (this “Agreement”) is made and entered into between Viasystems Group,
        Inc., a Delaware corporation (“Group”), and the undersigned (the “Holder”) in
        connection with the grant of an Option (hereinafter defined) under the
        Viasystems Group, Inc. 2003 Stock Option Plan (the “Plan”).

      


      WITNESSETH:

      


      WHEREAS,
        the Holder is an employee of Group or a subsidiary corporation thereof (such
        subsidiary corporation sometimes referred to herein as “Related Entities”; Group
        and the Related Entities are collectively referred to herein as the
“Corporation”) in a key position or is an officer and/or director of the
        Corporation, and Group desires to grant the Holder an Option through the
        Plan to
        purchase shares of Stock (hereafter defined) of Group, and Holder desires
        to
        accept the Option upon the terms, conditions and covenants set forth herein
        and
        in the Plan.

       

      NOW,
        THEREFORE, in consideration of these premises, the parties agree that the
        following shall constitute the agreement between the Corporation and the
        Holder:

       

        Definitions.
        For
        purposes of this Agreement, the following terms shall have the meanings
        specified below:

       

      	 	
              “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.

            


       

        Grant
        of Nonqualified Option.
        Subject
        to the terms and conditions set forth herein, Group grants to the Holder
        an
        Option (the “Option”) to purchase from Group at a price per share (the “Exercise
        Price”) the number of shares of Stock (the “Option Shares”) as both are set out
        on the signature page hereof subject to adjustments as provided in Paragraph
        9
        hereof.
        The Option is not intended to be an incentive option within the meaning of
        Section 422(a) of the Code.

       

        Notice
        of Exercise.
        This
        Option may be exercised, in accordance with Paragraph
        8,
        to
        purchase all or a portion of the applicable number of Option Shares exercisable
        by written notice to Group as provided in Paragraph
        12,
        which
        notice shall:

       

      	 	
              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.

            


       

        Investment
        Letter.
        Unless
        there is in effect a registration statement under the Securities Act with
        respect to the issuance of the Option Shares (and, if required, there is
        available for delivery a prospectus meeting the requirements of Section 10(a)(3)
        of the Securities Act), the Holder (or, in the event of his death, the person
        exercising the Option) shall, as an absolute condition to his right to exercise
        the Option, deliver to Group an agreement or certificate containing such
        representations, warranties, and covenants as Group may deem necessary or
        appropriate to ensure that the issuance of shares of Stock pursuant to such
        exercise is not required to be registered under the Securities Act or any
        applicable state securities law. It is understood and agreed that under no
        circumstance shall Group be obligated to file any registration statement
        under
        the Securities Act or any applicable state securities law to permit exercise
        of
        the Option or to issue any Stock in violation of the Securities Act or any
        applicable state securities law.

       

        Transfer
        and Exercise of Nonqualified Option.
        The
        Option is not transferable by the Holder otherwise than by operation of law
        or
        by will or the laws of descent and distribution, and is exercisable, during
        the
        Holder’s lifetime, only by the Holder. The Option may not be assigned,
        transferred (except by operation of law or by will or the laws of descent
        and
        distribution), pledged, or hypothecated in any way and shall not be subject
        to
        execution, attachment, or similar proceeding. Any attempted assignment,
        transfer, pledge, hypothecation, or other disposition of the Option or any
        rights hereunder or thereto contrary to the provisions hereof, and the levy
        of
        any attachment or similar proceeding upon the Option, shall be null and void
        and
        without effect. Notwithstanding the foregoing, the Option may be transferred
        by
        the Holder solely to the Holder’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.

       

        Status
        of Holder.
        The
        Holder shall not be deemed a stockholder of Group with respect to any of
        the
        shares of Stock subject to this Option, except to the extent that such shares
        shall have been purchased and issued. Group shall not be required to issue
        or
        transfer any certificates for shares of Stock purchased upon exercise of
        this
        Option until there is compliance with all applicable requirements of law
        and
        this Agreement. This Agreement is not a contract of employment and the terms
        of
        the Holder’s employment shall not be affected hereby or by any agreement
        referred to herein except to the extent specifically so provided herein or
        therein. Nothing herein shall be construed to impose any obligation on the
        Corporation to continue the Holder’s employment.

       

        No
        Effect on Capital Structure.
        This
        Option shall not affect the right of Group to reclassify, recapitalize or
        otherwise change its capital or debt structure or to merge, consolidate,
        convey
        any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize
        and, by acceptance of this Agreement, Holder agrees that Holder has no standing
        before any court to object to or contest any such action.

       

        Conditions
        and Schedule for Exercise.
        Except
        as otherwise provided herein, all Options shall expire no later than ten
        (10)
        years from the date of this Agreement (the “Expiration Date”). Holder shall be
        entitled to exercise the Options granted herein in accordance with the vesting
        schedule set forth on the signature page hereof. Notwithstanding the provisions
        of the immediately preceding sentence, all Option Shares shall become
        exercisable immediately prior to a Change in Control (as defined in the
        Plan).

       

      All
        other
        provisions of this Agreement to the contrary notwithstanding, in the event
        of
        the termination of Holder’s employment with the Corporation either voluntary or
        for Cause, all rights under this Agreement and the Option shall terminate
        and
        shall thereupon be null and void effective upon such termination; provided,
        however,
        any
        shares of Stock obtained through exercise prior to such termination date
        in
        accordance with the terms of this Agreement shall remain the sole and absolute
        property of the Holder.

       

      In
        the
        event of the termination of Holder’s employment with the Corporation other than
        as a result of Holder’s voluntary termination or Holder’s termination by the
        Corporation for Cause, all rights under this Agreement and the Option shall
        terminate and shall become null and void effective on the later of (i) the
        date
        upon which Holder is no longer entitled to receive any benefits from Group
        or
        any of its subsidiaries pursuant to any employment agreement applicable to
        Holder or, in the absence of any employment agreement applicable to Holder,
        (ii)
        thirty (30) days (or 180 days if because of death or Disability) after such
        termination (as applicable, the “Extended Exercisability Period”); provided,
        however,
        that in
        no event shall the Extended Exercisability Period extend beyond the Expiration
        Date; and provided,
        further,
        any
        shares of Stock obtained through exercise prior to such termination date
        in
        accordance with the terms of this Agreement shall remain the sole and absolute
        property of the Holder. During such Extended Exercisability Period, Holder
        (or
        Holder’s legal representative in the event that Holder’s employment with the
        Corporation is terminated because of death) shall have the right to exercise
        the
        Option with respect to all or any part of the shares of Stock which such
        Holder
        was entitled to purchase (which shall include for purpose of this Agreement
        a
        prorating of exercisability of option shares between vesting dates) immediately
        prior to the time of such termination.

       

        Adjustments
        Upon Changes in Capitalization, Merger, Etc. and Acceleration of
        Exercisability.
        In the
        event that, by reason of any merger, consolidation, combination, liquidation,
        reorganization, recapitalization, stock dividend, stock split, split-up,
        split-off, spin-off, combination of shares, exchange of shares or other like
        change in capital structure of Group (each, a “Reorganization”), the Stock is
        substituted, combined, or changed into any cash, property, or other securities,
        or the shares of Stock are changed into a greater or lesser number of shares
        of
        Stock, the number and/or kind of shares and/or interests subject to an Option
        and the Exercise Price or value thereof shall be appropriately adjusted by
        the
        Committee to give appropriate effect to such Reorganization. Any fractional
        shares or interests resulting from such adjustment shall be
        eliminated.

       

      All
        of
        the provisions of this paragraph to the contrary notwithstanding, Group shall
        have the right to grant stock appreciation right agreements to others and/or
        issue additional stock options, if such options are to others out of authorized
        but unissued shares, even though the result of such stock appreciation right
        agreements and/or stock options dilute either the percentage of ownership
        of the
        Holder or the value per share of any Stock or Option herein granted and,
        in any
        such event, Holder’s rights hereunder shall not be increased in any
        way.

       

        Committee
        Authority.
        Any
        question concerning the interpretation of this Agreement, any adjustments
        required to be made under Paragraph
        9
        of this
        Agreement, and any controversy which may arise under this Agreement and/or
        any
        paragraph hereof shall be finally determined by the Committee in its sole
        and
        absolute discretion.

       

        Plan
        Controls.
        The
        terms of this Agreement are governed by the terms of the Plan, which is made
        a
        part hereof as if fully set forth herein, and in the case of any inconsistency
        between the terms of this Agreement and the terms of the Plan, the terms
        of the
        Plan shall control.

       

        Notice.
        Whenever any notice is required or permitted hereunder, such notice must
        be in
        writing and personally delivered, sent by mail or sent by overnight courier.
        Any
        notice required or permitted to be delivered hereunder shall be deemed to
        be
        delivered on the date which it is personally delivered, or, whether actually
        received or not, on the third business day after it is deposited in the United
        States mail, certified or registered, postage prepaid or next business day
        after
        it is sent by overnight courier, addressed to the person who is to receive
        it at
        the address which such person has theretofore specified by written notice
        delivered in accordance herewith. Group or Holder may change, at any time
        and
        from time to time, by written notice to the other, the address previously
        specified for receiving notices. Until changed in accordance herewith, Group
        and
        the Holder specify their respective addresses as set forth below on the
        signature lines on the last page hereof.

       

        Award
        Information Confidential.
        As
        partial consideration for the granting of this Option, the Holder agrees
        that
        Holder will keep confidential all information and knowledge that Holder has
        relating to the manner and amount of participation in the Plan; provided,
        however,
        that
        such information may be disclosed as required by law and may be given in
        confidence to the Holder’s spouse, tax and financial advisors, or to a financial
        institution to the extent that such information is necessary to secure a
        loan.

       

        Tax
        Withholding.
        By
        acceptance hereof, Holder hereby (i) agrees to reimburse the Corporation
        by
        which Holder is employed for any federal, state, or local taxes required
        by any
        government to be withheld or otherwise deducted by such Corporation in respect
        of Holder’s exercise of all or a portion of the Option; (ii) authorizes the
        Corporation by which the Holder is employed to withhold from any cash
        compensation paid to the Holder or on the Holder’s behalf, an amount sufficient
        to discharge any federal, state, and local taxes imposed on the Corporation
        by
        which the Holder is employed, in respect of the Holder’s exercise of all or a
        portion of the Option; and (iii) agrees that Group may, in its discretion,
        hold
        the stock certificate to which Holder is entitled upon exercise of the Option
        as
        security for the payment of the aforementioned withholding tax liability,
        until
        cash sufficient to pay that liability has been accumulated, and may, in its
        discretion, effect such withholding by retaining shares issuable upon the
        exercise of the Option having a Fair Market Value on the date of exercise
        which
        is equal (in the judgment of such Corporation) to the amount to be
        withheld.

       

        Confidential
        Information.
        As
        partial consideration of the granting of this Option, the Holder agrees that
        during Holder’s employment with the Corporation or at any time thereafter,
        irrespective of the time, manner or cause of the termination of this Agreement,
        Holder will not directly or indirectly reveal, divulge, disclose or communicate
        to any person or entity, other than authorized officers, directors and employees
        of the Corporation, in any manner whatsoever, any Confidential Information
        of
        the Corporation or any direct or indirect subsidiary or parent of the
        Corporation without the prior written consent of the Chairman of the Board
        of
        Group.

       

        Successors.
        Except
        as otherwise provided herein, this Agreement is binding on and enforceable
        by
        the heirs, successors, and assigns of the parties.

       

        Governing
        Law.
        This
        Agreement shall be governed by the laws of the State of Delaware, except
        to the
        extent that Delaware law is preempted by Federal law.

       

        Restriction
        on Shares.
        You
        acknowledge and agree that upon exercise of your Option, if required in the
        opinion of counsel to Group, the certificates for Common Stock, when issued,
        will have substantially the following legend:

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR “BLUE SKY”
LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED,
        PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A
        REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE
        UNDER
        SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM
        REGISTRATION UNDER SUCH ACT.

       

        Enforceability;
        Binding Effect.
        If any
        provision of this Agreement shall be held invalid or unenforceable by any
        court
        of competent jurisdiction, such ruling shall not invalidate or render
        unenforceable the other provisions of this Agreement, unless the result of
        such
        invalidation or unenforceability shall be to deprive a party of the essential
        benefit of its bargain under this Agreement, in which event either adversely
        affected party may immediately terminate this Agreement. If any provision
        of
        this Agreement is found to be unenforceable, the unenforceable provision
        shall
        be deemed modified to the extent required to permit its enforcement in a
        manner
        most closely representing the intent of the parties as expressed herein and
        all
        other provisions shall be and remain in full force and effect. Subject to
        the
        prohibition on assignments, this Agreement shall be binding upon and inure
        to
        the benefit of the parties to this Agreement and their legal representatives,
        successors and assigns.

       

      


      *
        * * *
        *

      


      [THE
        REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


      IN
        WITNESS WHEREOF, Group has caused this Nonqualified Stock Option Agreement
        to be
        executed and the Holder has hereunto set Holder’s hand as of
        _______________.

       

      


      
        	
                GROUP:

              	
                VIASYSTEMS
                  GROUP, INC.

                101
                  South Hanley

                St.
                  Louis, Missouri 63105

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	 
	 	
                Name:

              	 
	 	 	 
	 	
                Title:

              	 
	 	 	 
	 	 
	
                HOLDER:

              	 
	 	 
	 	
                Address:

              	 
	 	 
	 	 


      

      


      


       

      OPTION
        TERMS:

       

      
        	
                Number
                  of Option Shares:

              	 	 
	 	 
	
                Exercise
                  Price:

              	
                $____
                  per share

              
	 	 
	
                Date
                  of Grant:

              	 	 	 
	 	 	 	 
	
                Vesting
                  Schedule:

              	 	
                1/3
                  of the Option Shares shall be exercisable on or after the Date
                  of Grant;
                  an additional 1/3 of the Option Shares shall be exercisable on
                  or after
                  the 24-month anniversary of the Effective Date (as defined in the
                  Plan),
                  and the remaining 1/3 of the Option Shares shall be exercisable
                  on or
                  after the 36-month anniversary of the Effective Date.

              
	 	 	 
	
                Expiration
                  Date:

              	
                10
                  years from the Date of Grant