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EXHIBIT 10.16




VIASYSTEMS GROUP ANNUAL INCENTIVE COMPENSATION PLAN




ARTICLE I




     1.1 Purpose. The Viasystems Group, Inc. Company Annual Incentive
Compensation Plan serves to attract, motivate, reward and retain senior
management talent required to achieve corporate objectives and increase
shareholder value. The Plan provides a means to link the annual cash
compensation of corporate officers and other key managers with the achievement
of financial goals and for the organizational objectives of the Company as a
whole. Under the Plan, participants are afforded the opportunity to earn
additional compensation above base pay contingent on the achievement of a
threshold level of business results, the measure for which is established at
the beginning of each annual performance period in connection with the annual
planning and budgeting process. The additional compensation opportunity
afforded participants under the Plan increases proportionately with improved
business results, subject to a predefined maximum incentive compensation level.



ARTICLE II




     2.1 Definitions. Except where the context otherwise indicates, the
following definitions shall apply:




	 	(a)	 	“Award” shall mean the dollar amount of
incentive compensation payable to a Participant under the
Plan for a Plan Year, which will be determined as a
percentage of such Participant’s Base Pay.
	 
	 	(b)	 	“Base Pay”, subject to the exceptions
hereinafter set forth, shall be the base salary of the
Participant for a specified period in effect on January 1 of
a Plan Year. In the event that during the course of a Plan
Year a Participant receives a promotion or demotion or an
employee of the Company or a Subsidiary becomes a Participant
under the Plan pursuant to the provisions of Section 3.2
hereof, the Compensation Committee, in its sole and absolute
discretion, may specify that the base salary of such
Participant for a specified period in effect on a date other
than January 1 of the Plan Year shall be such Participant’s
Base Pay for purposes of determinations made for the Plan
Year.
	 
	 	(c)	 	“Beneficiary” shall mean the person, persons,
trust or trusts entitled by Will or the laws of descent and
distribution to receive the benefits specified under the Plan
in the event of the Participant’s death prior to the payment
of an Award.
	 
	 	(d)	 	“Board of Directors” shall mean the Board of
Directors of the Company.




 









 






	 	(e)	 	“Cause” shall mean (i) fraud or dishonesty,
competition with the Company, unauthorized use of any of the
Company’s trade secrets or confidential information or
failure to properly perform the duties assigned to
Participant, in the reasonable judgment of the Company or
(ii) in the event the Participant has entered into an
employment agreement with the Company, the definition of
“Cause” set forth in such agreement.
	 
	 	(f)	 	“Chief Executive Officer” shall mean the Chief
Executive Officer of the Company.
	 
	 	(g)	 	“Compensation Committee” shall mean the
Compensation Committee of Directors of the Company, appointed
by the Board of Directors from among its members, no member
of which shall be an employee of the Company or a Subsidiary.
	 
	 	(h)	 	“Company” shall mean Viasystems Group, Inc. and
its successors.
	 
	 	(i)	 	“Corporate Target” shall mean the level of
performance for the Company and its Subsidiaries for a Plan
Year on a consolidated basis, which the Compensation
Committee determines must be attained for a Participant to
receive a Maximum Incentive Payout.
	 
	 	(j)	 	“Corporate Threshold” shall mean a minimum
level of performance, determined for the Company and its
Subsidiaries for a Plan Year on a consolidated basis, which
must be attained for any Awards for such Plan Year to be made
pursuant to the Plan.
	 
	 	(k)	 	“Incentive Compensation Spread” shall be the
difference obtained by subtracting the Minimum Incentive
Payout from the Maximum Incentive Payout.
	 
	 	(l)	 	“Maximum Incentive Payout” shall mean the
maximum amount of an Award (determined as a percentage of
Base Pay) payable to a Participant as determined by the
Compensation Committee or as set forth in an Employment
Agreement governing such Participant’s employment with the
Company.
	 
	 	(m)	 	“Minimum Incentive Payout” shall mean the
minimum amount of an Award payable to a Participant as
determined by the Compensation Committee or as set forth in
an Employment Agreement governing such Participant’s
employment with the Company.
	 
	 	(n)	 	“Participant” shall mean any employee of the
Company or a Subsidiary who participates in the Plan pursuant
to the provisions of Article III hereof.




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	 	(o)	 	“Performance Target Range” shall mean the
Corporate Target minus the Corporate Threshold.
	 
	 	(p)	 	“Plan” shall mean the Viasystems Group, Inc.
Annual Incentive Compensation Plan, as the same may be from
time to time amended.
	 
	 	(q)	 	“Plan Year” shall mean the calendar year ending
December 31, 2004 and each subsequent calendar year
thereafter.
	 
	 	(r)	 	“Subsidiary” shall mean any corporation 50
percent or more of whose voting power is owned directly or
indirectly by the Company.
	 
	 	(s)	 	“Termination of Service” shall mean the
voluntary cessation of a Participant’s employment with the
Company or a Subsidiary or the cessation of a Participant’s
employment with the Company or a subsidiary for Cause.
	 
	 	(t)	 	“Total Incentive Compensation Opportunity”
shall mean the aggregate amount of compensation, which may be
received annually by a Participant under the Plan.




ARTICLE III




     3.1 Participation. Company officers shall be Participants annually. In
addition, such other key employees as may be annually designated as
Participants by the Company’s Chief Executive Officer shall be Participants
under the Plan. The provisions of this Section are subject to the provisions
of the next succeeding Section.



     3.2 Changes in Participants During Plan Year. If during the course of a
Plan Year an employee of the Company or a Subsidiary, by reason of having been
newly elected as an officer of the Company, would otherwise have been a
Participant or a different category of Participant had such employee’s status
been the same at the beginning of the Plan Year, the Chief Executive Officer
(except with respect to any actions or status changes involving himself, in
which case the determination shall be made by the Compensation Committee), in
his sole and absolute discretion, may determine (i) in the case of such newly
elected officer, whether participation or a change in category should be
effective with such election or delayed until the inception of the next Plan
Year and (ii) where applicable, appropriate and equitable modifications in the
Total Incentive Compensation Opportunity. In the event that during the course
of the Plan Year, a person is newly hired by the Company in a key management
position and the Chief Executive Officer feels such employee’s participation in
the Plan is merited, the Chief Executive Officer shall designate in writing
such employee as a Participant in the Plan for such Plan Year and make those
determinations which he deems appropriate of the type specified in clause (ii)
of the preceding sentence.



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ARTICLE IV




     4.1 Administration. Performance requirements, as more fully discussed in
Article V hereof, shall be set by the Compensation Committee. The Compensation
Committee shall have the responsibility to construe and interpret the Plan; to
prescribe, amend and rescind rules and regulations relating to the
administration of the Plan and to make all other determinations necessary or
advisable for administration of the Plan. Subject only to compliance with the
express provisions hereof, the Compensation Committee and the Chief Executive
Officer may act in their sole and absolute discretion with respect to the Plan.



ARTICLE V




     5.1 Performance Requirements. Prior to the last day of February of each
Plan Year, the Compensation Committee will approve the Corporate Target for the
Plan Year taking into consideration the benefits to the Company’s shareholders
upon achievement of such Corporate Target relative to the aggregate cost of the
Awards potentially payable as a result thereof, and will approve the Corporate
Threshold for such Plan Year which must be achieved in order for any Award
under the Plan to be payable. The Corporate Target may be based on such
measurements, financial or otherwise, as the Compensation Committee may from
time to time deem appropriate. If the Compensation Committee deems a change in
the Company’s business, operations, corporate or capital structure, the manner
in which it conducts business or any other change to be extraordinary and
material and determines that, as a result of such change, the established
Corporate Target or Corporate Threshold is no longer appropriate, it may modify
the Corporate Target or Corporate Threshold as deemed appropriate and equitable
in its sole and absolute discretion.



     As soon as practicable, after the end of a Plan Year, the Compensation
Committee will determine whether the Corporate Threshold and the Corporate
Target were attained. Determinations of the Compensation Committee and Officer
shall be conclusive and binding on all Participants and Beneficiaries.



ARTICLE VI




     6.1 Awards. Participants shall have a Total Incentive Compensation
Opportunity through Awards under the Plan for a Plan Year as follows:




	 	(a)	 	Awards for Participants. Subject to the
provisions of Section 6.1(c) below, the amount of an Award to
a Participant shall be determined as follows:





	 	1.	 	If the Corporate Threshold is
achieved, the Participant shall receive the Minimum
Incentive Payout applicable to such Participant’s
category.




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	 	2.	 	If the Corporate Target is
achieved, the Participant shall receive the Maximum
Incentive Payout applicable to such Participant’s
category.
	 
	 	3.	 	If the level of performance
achieved exceeds the Corporate Threshold but is less
than the Corporate Target, a Participant shall receive
an amount equal to the Minimum Incentive Payment
applicable to such Participant’s category plus that
percentage of the Incentive Compensation Spread which
is equal to the percentage of the Performance Target
Range that is actually earned or achieved, not to
exceed 100 percent.





	 	(b)	 	Discretionary Awards. Notwithstanding any
other provision contained herein to the contrary, the
Compensation Committee may, in its sole discretion, make such
other or additional Awards to a Participant as it shall deem
appropriate.
	 
	 	(c)	 	Termination of Service During Plan Year. If a
Termination of Service occurs with respect to a Participant
prior to the end of a Plan Year, following the end of the
Plan Year and provided that an Award would have been payable
to the Participant under the terms of the Plan had a
Termination of Service not occurred prior to the end of the
Plan Year, the Compensation Committee in its or his sole
discretion may determine, through proration or otherwise, the
amount which such Participant or Beneficiary should receive.




     6.2 Payment of Awards. Each Participant shall receive payment, in a cash
lump sum, of his or her Award as soon as practicable following the
determinations with respect thereto made pursuant to Section 6.1 hereof.



     6.3 Tax Withholding. The Company or employing Subsidiary through which
payment of an Award is to be made shall have the right to deduct from any
payment hereunder any amounts that Federal, state, local or foreign tax law
requires with respect to such payment.



ARTICLE VII




     7.1 Rights of Participants and Beneficiaries.




	 	(a)	 	Neither status as a Participant or Beneficiary
shall be construed as a commitment that any Award will be
made under the Plan.
	 
	 	(b)	 	Nothing contained in the Plan or in any
document related to the Plan or to any Award shall confer
upon any Participant any right to continue as an employee or
in the employ of the Company or a Subsidiary or constitute
any contract or agreement of employment




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	 	 	 	or interfere in any way with the right of the Company or a
Subsidiary to reduce such person’s compensation, to change
the position held by such person or to terminate the
employment of such person, with or without cause.
	 
	 	(c)	 	No benefit payable under, or interest in, this
Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance
or charge and any such attempted action shall be void and no
such benefit or interest shall be, in any manner, liable for,
or subject to debts, contracts, liabilities or torts of any
Participant or Beneficiary. Any attempt at transfer,
assignment or other alienation prohibited by the preceding
sentence shall be disregarded and all amounts payable
hereunder shall be paid only in accordance with the
provisions of the Plan.
	 
	 	(d)	 	No Participant, Beneficiary or other person
shall have any right, title or interest in any fund or in any
specific asset of the Company or any Subsidiary by reason of
any Award hereunder. There shall be no funding of any
benefits which may become payable hereunder. Nothing
contained in the Plan (or in any document related thereto),
nor the creation or adoption of the Plan, nor any action
taken pursuant to the provisions of the Plan shall create, or
be construed to create, a trust of any kind or a fiduciary
relationship between the Company or a Subsidiary and any
Participant, Beneficiary or other person. To the extent that
a Participant, Beneficiary or other person acquires a right
to receive payment with respect to an Award hereunder, such
right shall be no greater than the right of any unsecured
general creditor of the Company or any Subsidiary. All
amounts payable under the Plan shall be paid from the general
assets of the Company or a Subsidiary, as applicable, and no
special or separate fund or deposit shall be established and
no segregation of assets shall be made to assure payment of
such amounts. Nothing in the Plan shall be deemed to give
any employee any right to participate in the Plan except in
accordance herewith.




     7.2 Governing Law. The Plan and all related documents shall be governed
by, and construed in accordance with, the laws of the State of Missouri. If
any provision hereof shall be held by a court of competent jurisdiction to be
invalid and unenforceable, the remaining provisions of the Plan shall continue
to be fully effective.



     7.3 Amendment and Termination of Plan and Awards. Notwithstanding
anything herein to the contrary, the Compensation Committee may, at any time,
terminate or, from time to time amend, modify or suspend the Plan; provided,
however , no such termination, amendment, modification or suspension shall
adversely affect the rights of



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any Participant in respect of any current Plan Year which is in effect at
the time of such termination, amendment, modification or suspension.



     7.4 Effective Date. The Plan shall become effective as of January 1,
2003, for Plan Years beginning on or after January 1, 2003, and shall remain in
effect until such time as it may be terminated pursuant to Section 7.3.




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