EX-10.3


 Exhibit 10.3 

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT 

This Agreement is made and entered into as of the 21st day of September, 2014 (the
“Effective Date”) by and among Viasystems Group, Inc. (“Corporation”), Viasystems, Inc. (“Viasystems”) and Viasystems Technologies Corp. LLC (“Technologies” and, together with Corporation and Viasystems,
“Employer”), and Timothy L. Conlon (“Employee”). 
 WITNESSETH: 

WHEREAS, Employee is an executive of Employer who is expected to make major contributions to the profitability, growth and financial
strength of Employer; 
 WHEREAS, Employer recognizes that the possibility of a Change in Control (as defined below) exists; 

WHEREAS, Employer desires to assure itself of both present and future continuity of management and desires to establish certain minimum
severance benefits for certain of its executives, including Employee, applicable in the event of a Change in Control; 
 WHEREAS,
Employer wishes to ensure that its executives are not distracted from discharging their duties in respect of a proposed or actual transaction involving a Change in Control; 

WHEREAS, Employer desires to provide additional inducement for Employee to remain in the employ of Employer; and 

WHEREAS, Employer and Employee entered into an Employment Agreement as of October 16, 1998, which was amended and restated on each
of February 16, 2000 and January 31, 2003, and desire to further amend and restate the terms of such Agreement as set forth herein, provided, however, that the letter agreement dated December 3, 2013 shall remain in effect subject to
Section 20 hereof. 
 NOW, THEREFORE, Employee and Employer, in consideration of the agreements, covenants and conditions herein
contained, hereby agree as follows: 
 1. Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have
the following meanings when used in this Agreement with initial capital letters: 
 “Cause” shall mean (a) Employee’s
conviction of, or plea of nolo centendere (or other similar plea) to, a felony or a crime involving moral turpitude; (b) Employee’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; (c) Employee’s commission of material mismanagement in the conduct of Employee’s duties as assigned to him;
(d) Employee’s willful failure to execute or comply with the policies of the Employer; or (e) the illegal use of drugs on the part of Employee. 






 “Change in Control” shall mean the occurrence of one of the following events after the
Effective Date: 
  

	 	(a)	any “person” or “group” as those terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successors thereto is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended from time to time, or any successor thereto), directly or indirectly, of securities of Corporation representing 50% or more of the combined voting power of the Corporation’s then outstanding
securities; 

  

	 	(b)	the individuals who constitute the Board of Directors of Corporation as of the Effective Date cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the Board of Directors of Corporation; provided that, any person who becomes a director of Corporation subsequent to the Effective Date shall be considered a director of Corporation as of the
Effective Date if such person’s election or nomination for election was approved by a vote of at least two-thirds (2/3) of the directors then in office; but provided further that, any such person whose initial assumption of office on the
Board of Directors of Corporation is in connection with an actual or threatened election contest relating to the election of members of the Board of Directors of Corporation or other actual or threatened solicitation of proxies or consents by or on
behalf of a “person” (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) other than the Board of Directors of Corporation, including by reason of agreement intended to avoid or settle any such actual or
threatened contest or solicitation, shall not be considered a director of Corporation as of the Effective Date; 

  

	 	(c)	the consummation of any merger, reorganization, consolidation or sale or other disposition of substantially all the assets of Corporation, unless, following such transaction, all or substantially all of the individuals
and entities who were the beneficial owners of outstanding voting securities of Corporation immediately prior to such Business transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors, as the case may be, of the company resulting from such Business transaction (including, without limitation, a company which, as a result of such transaction, owns Corporation
or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of the outstanding voting securities
of Corporation; 

  

	 	(d)	the stockholders of Corporation approve any plan or proposal for the complete liquidation or dissolution of Corporation; 

  

	 	(e)	the stockholders of Corporation approve the sale or other disposition of all or substantially all of the assets of Corporation and such transaction is consummated; or 








	 	(f)	the stockholders of Corporation approve a going private transaction which will result in the securities of Corporation no longer being publicly traded and such transaction is consummated. 


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

“Good Reason” shall mean the initial occurrence, without the Employee’s consent, of one or more of the following events: 

 

	 	(a)	a material diminution in his salary; 

  

	 	(b)	a material diminution in his authority, duties or responsibilities; 

  

	 	(c)	a material change in the geographic location at which he must perform services; 

  

	 	(d)	a material reduction in his bonus opportunity; and 

  

	 	(e)	any other action or inaction that constitutes a material breach by the Employer of this Agreement or any other employment agreement under which the Employee provides services; 


provided, however, that “Good Reason” shall not be deemed to exist unless: 
  


	 	(a)	the Employee has provided notice to the Employer of the existence of one or more of the conditions listed in (a) through (e) above within 90 days after the initial occurrence of such condition or conditions;
and 

  

	 	(b)	such condition or conditions have not been cured by the Employer within 30 days after receipt of such notice. 


“Protection Period” shall mean the period of time commencing on the date of the first occurrence of a Change in Control and
continuing until the earlier of (i) the second anniversary of the occurrence of the Change in Control, or (ii) Employee’s death. 

“Total Disability” shall be deemed to have occurred if Employee shall have been unable to perform the Employee’s duties of
Employment due to mental or physical incapacity for a period of six (6) consecutive months or for any one hundred (100) working days out of a twelve (12) consecutive month period. 

2. Basic Employment Provisions. 

(a) Employment and Term. Employer hereby agrees to employ Employee (hereinafter referred to as the “Employment”) as the
President and Chief Operating Officer of the Corporation (the “Position”), and Employee agrees to be employed by Employer in such Position until terminated pursuant to Sections 4 or 5 (the “Employment Term”). 






 (b) Duties. Employee in the Position shall be subject to the direction and supervision of
the Chief Executive Officer of the Corporation or his designee (the “CEO”) and shall have those duties and responsibilities which are assigned to Employee during the Employment Period by the CEO consistent with the Position, provided that
the CEO shall not assign any greater duties or responsibilities to the Employee than are necessary to the Employee’s faithful and adequate supervision of the operations of the Corporation and its subsidiaries, both direct and indirect. The
parties expressly acknowledge that the Employee shall only be required to devote such business time and attention to the transaction of the Employer’s business as is reasonably necessary to discharge Employee’s responsibilities hereunder
and that, subject to Employee’s faithful and adequate discharge thereof, the Employee shall be free to participate in other endeavors. Employee agrees to perform faithfully the duties assigned to Employee to the best of Employee’s ability.

 3. Compensation. 

(a) Salary. Employer shall pay to Employee during the Employment Period a salary as basic compensation for the services to be rendered
by Employee hereunder. The initial amount of such salary shall be Five Hundred and Fifty Thousand Dollars ($550,000) per annum. Such salary shall be reviewed by the CEO and may be increased in the CEO’s sole discretion but may not be reduced.
Such salary shall accrue and be payable in accordance with the payroll practices of Employer in effect from time to time. 
 (b)
Bonus. During the Employment Period, Employee shall be eligible to receive an annual bonus (payable by the Employer) in an amount in accordance with the Senior Executive Incentive Compensation Plan or any new plan adopted by Employer
applicable to other senior executives. 
 (c) Benefits. During the Employment Period, Employee shall be entitled to such other
benefits as are customarily accorded the executives of Employer, including without limitation, group life, hospitalization and other insurance, vacation pay, and reimbursement for the cost of state and federal income tax preparation by the
Employer’s consulting tax accountant. In addition, Employer shall provide an annual executive physical to Employee at Employer’s expense. 

(d) Medical Benefits. During the lifetime of Employee and/or Employee’s surviving spouse, in the event the Employment Period has
terminated for any reason, Employer shall provide health coverage at least equal to and on the same terms as the health coverage granted to other executives of Employer at no cost to Employee or to Employee’s surviving spouse. Employee shall be
enrolled in the Executive Medical Supplement Plan, so long as other executives are enrolled in such plan. Provided, however, that no medical benefits shall be provided pursuant to this Section 3(d) during any period in which Employee is
eligible to receive medical benefits from any person or entity (other than Employer or its affiliates) engaged in the EMS or printed circuit board business and situated within the United States of America. Provided further, however, that no medical
benefits shall be provided pursuant to this Section 3(d) if Employee is employed for a period of 10 or more years after termination of this Agreement as an Executive Vice President or in a more senior position with any person or entity (other
than Employer or its affiliates) engaged in the EMS or printed circuit board business and situated within the United States of America. Employee will be required to pay the full cost of the health coverage in the applicable heath care plans on an
after-tax basis. On the first day of 






 
the month following each calendar quarter (i.e. April 1, July 1, October 1, and January 1) for which the Employee and/or Employee’s spouse receives
health coverage, Employer shall make a payment to Employee and/or Employee’s spouse equal to the sum of: (i) the amount paid by the Employee and/or Employee’s spouse for such continuation coverage in the prior calendar quarter and
(ii) an amount sufficient to cover the effect of federal, state and local income taxes that may apply on the payments described in the immediately preceding clause (i), taking into account the highest marginal tax rate in effect at the time of
such payment. 
 (e) Club Dues. During the Employment Period, Employer will reimburse Employee for the cost of joining and remaining a
member of a country club reasonably acceptable to Employer, excluding personal charges at such country club, and for the dues and fees for the Saint Louis Club, including an amount sufficient to cover the effect of federal, state and local income
taxes incurred on such reimbursements, taking into account the highest marginal tax rate in effect at the time of such reimbursements. 
 4.
Termination During Protection Period Following a Change in Control. 
 (a) Termination Without Cause. In
the event of the occurrence of a Change in Control, if the Employment of Employee under this Agreement is terminated by Employer without Cause during the Protection Period, the Employee shall be entitled to receive from the Employer:
(i) Employee’s salary hereunder (based on the greatest of (1) the Employee’s base salary in effect on the Effective Date, (2) the Employee’s base salary in effect immediately prior to the date of the Change in Control,
and (3) the Employee’s base salary in effect at the time of termination), for a period of 24 months following the Employee’s termination of Employment, such amount to be paid in accordance with the payroll practices of the Employer,
(ii) continuation of the benefits to which Employee would otherwise be entitled pursuant to Section 3(c) during the 18-month period following the Employee’s termination of Employment, and (iii) reimbursement for expenses incurred
by Employee to own and maintain an automobile as contemplated by Section 6 below during the 18-month period following the Employee’s termination of Employment. 

(b) Termination for Good Reason. In the event of the occurrence of a Change in Control, if Employee voluntarily terminates Employment
with Employer for Good Reason during the Protection Period, Employee shall be entitled to the payments and benefits described in Section 4(a). 

(c) Death or Total Disability. In the event of the occurrence of a Change in Control, if Employee’s Employment terminates with
Employer during the Protection Period as a result of the death or Total Disability of Employee, Employee shall be entitled to the payments and benefits described in Section 4(a). 

(d) Termination for Cause or Voluntary Termination Other Than for Good Reason by Employee. If the Employment of Employee under this
Agreement is terminated for Cause or if Employee voluntarily terminates his Employment other than for Good Reason, in either case, during the Protection Period, no further compensation or benefits shall be paid to Employee after the date of
termination but Employee and Employee’s surviving spouse shall be entitled to the medical benefits provided in Section 3(d) above. 






 5. Other Terminations. 

(a) Termination for Cause or Voluntary Termination by Employee. If the Employment of Employee under this Agreement is terminated for
Cause or if Employee voluntarily terminates his Employment (including for Good Reason), in either case, other than during the Protection Period, no further compensation shall be paid to Employee after the date of termination but Employee and
Employee’s surviving spouse shall be entitled to medical benefits provided in Section 3(d) above. 
 (b) Termination Without
Cause/Death or Disability. If the Employment of Employee under this Agreement is terminated other than during the Protection Period as a result of the death or Total Disability of Employee or by Employer without Cause, the Employee shall be
entitled to receive from the Employer: (i) Employee’s then current salary hereunder (which shall not be less than the Employee’s base salary in effect on the Effective Date), for a period of 18 months following the Employee’s
termination of Employment, such amount to be paid in accordance with the payroll practices of Employer, (ii) continuation of the benefits to which Employee would otherwise be entitled pursuant to Section 3(c) during the 18-month period
following the Employee’s termination of Employment, and (iii) reimbursement for expenses incurred by Employee to own and maintain an automobile as contemplated by Section 6 below during the 18-month period following the
Employee’s termination of Employment. 
 6. Expense Reimbursement. Upon submission of properly documented expense account reports,
Employer shall reimburse Employee for all reasonable travel and entertainment expenses incurred by Employee in the course of his Employment with Employer. Employer shall pay Employee an auto allowance in an amount sufficient so that, after the
effect of federal and state income taxes, Employee shall net One Thousand Dollars ($1,000.00) per month. 
 7. Assignment. This
Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto except that this Agreement and all of the provisions hereof may be assigned by Employer to any successor to all or substantially all of their assets (by merger or otherwise) and may otherwise
be assigned upon the prior written consent of Employee. 
 8. Confidential Information. 

(a) Non-Disclosure. During the Employment Period or at any time thereafter, irrespective of the time, manner or cause of the termination
of this Agreement, Employee will not directly or indirectly reveal, divulge, disclose or communicate to any person or entity, other than authorized officers, directors and employees of the Employer, in any manner whatsoever, any Confidential
Information (as hereinafter defined) of Employer without the prior written consent of the CEO. 
 (b) Definition. As used herein,
“Confidential Information” means information disclosed to or known by Employee as a direct or indirect consequence of or through the Employment about Employer, or its respective businesses, products and practices which







 
information is not generally known in the business in which Employer is or may be engaged. 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 Employee, (ii) released in writing by Employer to the public or to persons who are not under a similar obligation of confidentiality to Employer and who
are not parties to this Agreement, (iii) obtained by Employee from a third party not under a similar obligation of confidentiality to Employer, (iv) required to be disclosed by any court process or any government or agency or department of
any government, or (v) the subject of a written waiver executed by either Employer for the benefit of Employee. 
 (c) Return of
Property. Upon termination of the Employment, Employee will surrender to Employer all recorded Confidential Information whether in hard copy or electronically stored, including without limitation, all lists, charts, schedules, reports, financial
statements, books and records of the Employer, and all copies thereof, and all other property belonging to the Employer but Employee shall be accorded reasonable access to such Confidential Information subsequent to the Employment Period for any
proper purpose as determined in the reasonable judgment of Employer. 
 9. Agreement not to Compete. 

(a) Termination for Cause or Voluntary Termination Other Than Good Reason. In the event that the Employee is terminated for Cause or
voluntarily terminates his Employment (including a voluntary termination for Good Reason occurring outside of the Protection Period but excluding a voluntary termination for Good Reason occurring during the Protection Period) with Employer prior to
the expiration of the term of this Agreement, Employee hereby agrees that for a period of one (1) year following such termination, neither he nor any affiliate shall, either in his own behalf or as a partner, officer, director, employee, agent
or shareholder (other than as the holder of less than 5% of the outstanding capital stock of any corporation with a class of equity security registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as
amended) engage in, invest in or render services to any person or entity engaged in the businesses in which Employer is then engaged and situated within the United States of America. Nothing contained in this Section 9(a) shall be construed as
restricting the Employee’s right to sell or otherwise dispose of any business or investments owned or operated by Employee as of the date hereof. 

(b) Termination Without Cause/Total Disability or Voluntary Termination with Good Reason. In the event that the Employment of Employee
either (i) is terminated by Employer without Cause or as a result of the Total Disability of Employee or (ii) is voluntarily terminated by Employee for Good Reason during the Protection Period, Employee hereby agrees that for a period of
eighteen (18) months following such termination, neither Employee nor any affiliate shall, either in Employee’s own behalf or as a partner, officer, director, employee, agent or shareholder (other than as the holder of less that 5% of the
outstanding capital stock of any corporation with a class of equity security registered under Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, as amended) engage in, invest in or render services to any person or
entity engaged in the businesses in which Employer or any subsidiary of Employers is then engaged and situated within the United States of America. Nothing contained in this Section 9(b) shall be construed as restricting the Employee’s
right to sell or otherwise dispose of 






 
any business or investments owned or operated by Employee as of the date hereof. In the event of Employee’s violation of the provisions of this Section 9(b), the right of Employee to
receive any further payment pursuant to Sections 4(a), 4(b), 4(c), or 5(b) shall immediately terminate and the Employer shall be entitled to secure reimbursement from Employee for all payments made to Employee under Sections 4(a), 4(b), 4(c), or
5(b) subsequent to the date of any such violation. The parties hereto hereby acknowledge and agree that the provisions of the immediately preceding sentence are in addition to any other remedy available to Employer in respect of any violation of
this Section 9(b). 
 10. Agreement not to Solicit Employees. Employee agrees that, for a period of one (1) year following the
termination of the Employment Period, neither Employee nor any affiliate shall, on behalf of any business engaged in a business competitive with Employer, solicit or induce, or in any manner attempt to solicit or induce, any person employed by, or
any agent of, Employer to terminate Employee’s Employment or agency, as the case may be, with Employer. 
 11. No Violation.
Employee hereby represents and warrants to Employer that neither the execution, delivery and performance of this Agreement nor the passage of time, nor both, will conflict with, result in a default, right to accelerate or loss of rights under any
provision of any agreement or understanding to which the Employee or, to the best knowledge of Employee, any of Employee’s affiliates are a party or by which Employee or, to the best knowledge of Employee, Employee’s affiliates may be
bound or affected. 
 12. Captions. The captions, headings and arrangements used in this Agreement are for convenience only and do not
in any way affect, limit or amplify the provisions hereof. 
 13. Notices. All notices required or permitted to be given hereunder shall
be in writing and shall be deemed delivered, whether or not actually received, two days after deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the party to whom notice is
being given at the specified address or at such other address as such party may designate by notice: 
  

			
	Employer:	  	Viasystems Group, Inc.
		  	101 South Hanley Road
		  	St. Louis, Missouri 63105
		  	Attn: Chief Executive Officer
		
	Employee:	  	Timothy L. Conlon
		  	12720 Topping Acres Drive
		  	St. Louis, Missouri 63131


 14. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; the
remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. In lieu of each such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 






 15. Entire Agreement, Amendments. This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, if any, relating to the subject matter hereof. This Agreement may be amended in whole or in part only by an instrument in writing
setting forth the particulars of such amendment and duly executed by an officer of Employer expressly authorized by the CEO to do so and by Employee. 

16. Waiver. No delay or omission by any party hereto to exercise any right or power hereunder shall impair such right or power or be
construed as a waiver thereof. A waiver by any of the parties hereto of any of the covenants to be performed by any other party or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant
herein contained. Except as otherwise expressly set forth herein, all remedies provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other remedies available to any party at law, in equity or otherwise. 

17. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which
together shall constitute one and the same agreement. 
 18. Governing Law. This Agreement shall be construed and enforced according to
the laws of the State of Missouri. 
 19. Withholding. Employer may withhold from any amount payable under this Agreement all federal,
state, or local taxes and any other amounts authorized or required pursuant to any law or government regulation or ruling. Notwithstanding any other provision of this Agreement, Employer shall not be obligated to guarantee any particular tax result
for Employee with respect to any payment provided to the Employee hereunder, and, subject to Sections 3(d), Section 3(e) and Section 6, Employee shall be responsible for any taxes imposed on Employee with respect to any such payment. 

20. Section 409A. To the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the
Code (“Section 409A”), including any regulations, or any other formal guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. This Agreement shall be administered and
interpreted in a manner consistent with this intent. Consistent with that intent, and to the extent required under Section 409A for payments that are to be made in connection with a termination of employment, “termination of
employment” shall be limited to such a termination that constitutes a “separation from service” under Section 409A. Notwithstanding any provision of this Agreement to the contrary, if the Employee constitutes a “specified
employee” (as defined in Section 409A) on the date of the Employee’s separation from service and if any portion of the payments to be received by the Employee upon a termination of employment would constitute a “deferral of
compensation” subject to Section 409A, then to the extent necessary to comply with Section 409A, amounts that would otherwise be payable pursuant to this Agreement during the six-month period immediately following Employee’s
termination of employment will instead be 






 
paid or made available on the earlier of (i) the first business day of the seventh month after the date of Employee’s termination of employment, and (ii) the Employee’s death.
For purposes of application of Section 409A, to the extent applicable, each payment made under this Agreement shall be treated as a separate payment. All reimbursements and in-kind benefits provided under this Agreement that constitute
“nonqualified deferred compensation” within the meaning of Code Section 409A shall be made or provided in accordance with Code Section 409A, including, without limitation, that (i) in no event shall reimbursements by the
Employer under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of reimbursements or in-kind benefits that the Employer is
obligated to pay or provide in any given calendar year shall not affect the reimbursements or in-kind benefits that the Employer is obligated to pay or provide in any other calendar year; (iii) the Employee’s right to have the Employer pay
or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit and (iv) the reimbursements paid, or the in-kind benefits to be provided, shall be determined pursuant to the terms of the applicable
benefit plan, policy or agreement and shall be limited to the Employee’s lifetime and the lifetime of the Employee’s eligible dependents. 

21. Potential Payment Reduction.  

(a) Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by Employee
(including, without limitation, any payment or benefit received in connection with a Change in Control or the termination of Employee’s Employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or
agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or in part) to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise
Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, agreement, arrangement or program, the Total Payments shall be reduced (but in no event to less
than zero) in the following order to the minimum extent necessary so that no portion of the Total Payments is subject to the Excise Tax: (i) cash payments that do not constitute deferred compensation within the meaning of Section 409A,
(ii) acceleration of vesting of equity and equity-based awards and non-cash benefits that do not constitute deferred compensation within the meaning of Section 409A and (iii) all other cash payments, acceleration of vesting of equity
and equity-based awards and non-cash benefits that do constitute deferred compensation within the meaning of Section 409A (the payments and benefits in clauses (i), (ii) and (iii), together, the “Potential Payments”); provided,
however, that the Potential Payments shall only be reduced if (a) the net amount of the Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments), is greater
than or equal to (b) the net amount of the Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Employee would be
subject in respect of such unreduced Total Payments). 
 (b) All determinations under this Section 21 shall be made at the expense of
the Employer by a nationally recognized accounting firm or law firm selected by the Employer (the “Tax Advisor”). Employer and Employee will each provide the Tax Advisor access to and copies of any books, records and documents in the
possession of Employer or Employee, as the case may be, reasonably requested by the Tax Advisor, and otherwise cooperate with the Tax Advisor in connection with the preparation and issuance of the determinations and calculations contemplated by this
Section 21. 






 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written. 
  

									
	 EMPLOYER:
  

VIASYSTEMS GROUP, INC.
	 		 		  	EMPLOYEE:
					
	By:	 	 /s/ Gerald G. Sax
	 		 	By:	  	 /s/ Timothy L. Conlon

		 		 		 		  	Timothy L. Conlon
				
	VIASYSTEMS, INC.	 		 		  	
					
	By:	 	 /s/ Gerald G. Sax
	 		 		  	
				
	VIASYSTEMS TECHNOLOGIES CORP. LLC	 		 		  	
					
	By:	 	 /s/ Gerald G. Sax