PROPOSED Viasystems Group, Inc. RESTRICTED STOCK AWARD AGREEMENT
EXHIBIT
10.18
PROPOSED
Viasystems
Group, Inc.
2010
Equity Incentive Plan
THIS
RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of
_____ (the “Date of Grant”) by and between Viasystems Group, Inc., a Delaware
corporation (with any successor, the “Company”), and _________ (the
“Participant”).
R E C I T A L
S:
WHEREAS,
the Company has adopted the Viasystems Group, Inc. 2010 Equity Incentive Plan
(the “Plan”), which Plan is incorporated herein by reference and made a part of
this Agreement. Capitalized terms not otherwise defined herein shall have the
same meanings
as in the
Plan; and
WHEREAS,
the Committee has determined that it would be in the best interests of the
Company and its stockholders to grant the restricted stock provided for herein
to the Participant pursuant to the Plan and the terms set forth
herein.
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth, the
parties agree as follows:
1. Restricted Stock
Award. Subject to the terms and conditions of the Plan and
this Agreement, the Company hereby grants to the Participant _____ Shares (the
“Restricted Shares”), which shall vest and become nonforfeitable in accordance
with Section 3.
2. Certificates. Certificates
representing the Restricted Shares shall be issued by the Company and shall be
registered in the name of the Participant on the stock transfer books of the
Company promptly following execution of this Agreement by the Participant, but
shall
remain in the physical custody of the Company or its designee at all times prior
to the vesting of such Restricted Shares pursuant to Section 3. As a
condition to the receipt of this Agreement, the Participant shall deliver to the
Company a stock power, duly
endorsed
in blank, relating to the Restricted Shares.
3. Vesting.
(a) Vesting
Schedule. The Restricted Shares shall vest three years after
the Date of Grant.
4. Acceleration upon Change of
Control. Notwithstanding any provision herein to the contrary,
immediately prior to a Change in Control the unvested portion of the Restricted
Shares shall become fully vested as of such date of such Change of
Control.
5. Forfeiture. Except
as otherwise provided in Sections 5(a) and 5(b) below herein, the Restricted
Shares, to the extent not then vested, shall be forfeited by the Participant
without consideration on the Termination Date.
(a) Termination
of Service by a Director: To the extent that a Director terminates
his/her service as a director of the Company, the Restricted Shares that have
not yet vested as of the date of termination of such Director’s services shall
vest by calculating
the
product of (i) 0.083, (ii) the total numbers of quarters of service such
Director has provided to the Company starting from the Date of Grant and ending
on the date the Director terminates his/her service for the Company and (iii)
the number of Restricted
Shares
granted herein.
(b) Involuntary
Termination of an Employee: To the extent that an Employee’s
employment has been involuntarily terminated, the Restricted Shares that have
not vested as of the Termination Date shall vest by calculating the product of
(i) 0.083, (ii) the total
number of
quarters that have passed starting from the Date of Grant and ending on the
Termination Date and (iii) the number of Restricted Shares granted
herein.
6. Dividend
Equivalents. With respect to each Restricted Share the
Participant shall have the right to receive an amount equal to the per Share
dividend (if any) paid by the Company during the period between the Date of
Grant and the Restricted Share’s settlement
(including
any Restricted Shares that are converted into deferred stock units), termination
or forfeiture, subject to the remainder of this Section 6. When
dividends are paid by the Company, the Participant shall be credited with an
amount determined by multiplying the
number of
the Participant’s unvested Restricted Shares by the dividend per Share, which
amount shall be held by the Company and subject to forfeiture until the related
Restricted Shares vest in accordance with Section 3 hereof. Such
dividends shall be paid to the
Participant
as soon as
administratively practicable, but not later than sixty (60) days, following the
settlement of the Restricted Shares to which the dividends relate.
7. No Right to Continued
Service. The granting of the Restricted Shares evidenced
hereby and this Agreement shall impose no obligation on the Company or any
Affiliate to continue the Service of the Participant and shall not lessen or
affect any right that the
Company
or any Affiliate may have to terminate the Service of such
Participant.
8. Securities Laws/Legend on
Certificates. The issuance and delivery of Shares shall comply
with all applicable requirements of law, including (without limitation) the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, state securities
laws and
regulations, and the regulations of any stock exchange or other securities
market on which the Company’s securities may then be traded. If the
Company deems it necessary to ensure that the issuance of securities under the
Plan is not required to be
registered
under any applicable securities laws, each Participant to whom such security
would be issued shall deliver to the Company an agreement or certificate
containing such representations, warranties and covenants as the Company which
satisfies such
requirements.
The certificates representing the Shares shall be subject to such stop transfer
orders and other restrictions as the Committee may deem reasonably advisable,
and the Committee may cause a legend or legends to be put on any such
certificates to make
appropriate
reference to such
restrictions.
9. Transferability. The
Restricted Shares may not be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by the Participant other than by will or by
the laws of descent and distribution, and any such purported assignment,
alienation,
pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company or any Affiliate; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment,
sale, transfer or
encumbrance. No
such permitted transfer of the Restricted Shares to heirs or legatees of the
Participant shall be effective to bind the Company unless the Committee shall
have been furnished with written notice thereof and a copy of such evidence as
the Committee
may deem
necessary to establish the validity of the transfer and the acceptance by the
transferee or transferees of the terms and conditions hereof.
10. Adjustment of Restricted
Shares. Adjustments to the Restricted Shares shall be made in
accordance with the terms of the Plan.
11. Withholding. The
Participant may be required to pay to the Company or any Affiliate and the
Company shall have the right and is hereby authorized to withhold, any
applicable withholding taxes in respect of the Restricted Shares, their grant,
vesting or otherwise
and to
take such other action as may be necessary in the opinion of the Committee to
satisfy all obligations for the payment of such withholding taxes. At
the Participant’s election, the number of shares payable to the Participant may
be reduced to pay any applicable
withholding
taxes.
12. Notices. Any
notification required by the terms of this Agreement shall be given in writing
and shall be deemed effective upon personal delivery or within three (3) days of
deposit with the United States Postal Service, by registered or certified mail,
with postage
and fees
prepaid. A notice shall be addressed to the Company, Attention:
General Counsel, at its principal executive office and to the Participant at the
address that he or she most recently provided to the Company.
13. Entire
Agreement. This Agreement and the Plan constitute the entire
contract between the parties hereto with regard to the subject matter
hereof. They supersede any other agreements, representations or
understandings (whether oral or written and whether
express or
implied) which relate to the subject matter hereof.
14. Waiver. No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition whether of like or
different nature.
15. Successors and
Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and
upon the Participant, the Participant’s assigns and the legal representatives,
heirs and legatees of the
Participant’s
estate, whether or not any such person shall have become a party to this
Agreement and agreed in writing to be joined herein and be bound by the terms
hereof.
16. Choice of Law; Jurisdiction;
Waiver of Jury Trial. THIS AWARD AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELAWARE WITHOUT REGARD TO
CONFLICTS OF LAWS.
SUBJECT TO THE TERMS OF THIS AWARD
AGREEMENT, THE PARTIES AGREE THAT ANY AND ALL ACTIONS ARISING UNDER OR IN
RESPECT OF THIS AWARD AGREEMENT SHALL BE LITIGATED IN THE FEDERAL OR STATE
COURTS IN DELAWARE. BY EXECUTING AND DELIVERING THIS AWARD AGREEMENT,
EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS FOR
ITSELF, HIMSELF OR HERSELF AND IN RESPECT OF ITS, HIS OR HER PROPERTY WITH
RESPECT TO SUCH ACTION. EACH PARTY AGREES THAT VENUE WOULD BE PROPER
IN ANY OF SUCH COURTS, AND HEREBY WAIVES ANY OBJECTION THAT ANY SUCH COURT IS AN
IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH
ACTION.
EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AWARD
AGREEMENT.
17. Restricted Shares Subject to
Plan. By entering into this Agreement the Participant agrees
and acknowledges that the Participant has received and read a copy of the
Plan. The Restricted Shares are subject to the Plan. The
terms and provisions of the Plan as it may
be
amended from time to time are hereby incorporated herein by reference (subject
to the limitation set forth in Section 14). In the event of a
conflict between any term or provision contained herein and a term or provision
of the Plan, the applicable terms and provisions
of the
Plan will govern and prevail. The Participant has had the opportunity
to retain counsel, and has read carefully, and understands, the provisions of
the Plan and the Agreement.
18. Amendment. The
Committee may amend or alter this Agreement and the Restricted Shares granted
hereunder at any time; provided that, subject to Articles 11, 12 and 13 of the
Plan, no such amendment or alteration shall be made without the consent of the
Participant
if such action would materially diminish any of the rights of the Participant
under this Agreement or with respect to the Restricted Shares.
19. Section 83(b)
Election. In the event the Participant determines to make an
election with the Internal Revenue Service (the “IRS”) under Section 83(b) of
the Code and the regulations promulgated thereunder (the “83(b) Election”), the
Participant shall provide a copy
of such
form to the Company promptly following its filing, which is required under
current law to be filed with the IRS no later than thirty (30) days after the
Grant Date of the Restricted Shares. The Participant is advised to
consult with his or her own tax advisors
regarding
the purchase and holding of the Restricted Shares, and the Company shall bear no
liability for any consequence of the Participant making and 83(b) Election or
failing to make an 83(b) Election.
20. Severability. The
provisions of this Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.
21. Signature in
Counterparts. This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award
Agreement as of the date first written above.
VIASYSTEMS
GROUP, INC.
By: __________________________
Name:
Title
Agreed
and acknowledged as
of the
date first above written:
PARTICIPANT
