PROPOSED Viasystems Group, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENT
EXHIBIT
10.17
PROPOSED
Viasystems
Group, Inc.
2010
Equity Incentive Plan
THIS
AGREEMENT (the “Award Agreement”) is made effective as of [_____________] (the
“Date of Grant”) 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 Award 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 option 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. Grant of the
Option. The Company hereby grants to the Participant the right
and option (the “Option”) to purchase, on the terms and conditions hereinafter
set forth, all or any part of an aggregate of [________] Shares, subject to
adjustment as set forth
in the Plan. The
Option is intended to be a nonqualified stock option, and is not intended to be
treated as an option that complies with Section 422 of the Internal Revenue Code
of 1986, as amended.
2. Option
Price. The purchase price of the Shares subject to the Option
shall be $[____] per Share (the “Option Price”), subject to adjustment as set
forth in the Plan.
3. Vesting. Subject
to the Participant’s continuing to receive compensation from the Company or its
subsidiaries, each vesting date, one-third of the Option (i.e., ___ Options)
shall vest on the first anniversary of the Date of Grant, and thereafter, the
remaining
two-thirds
of the Option shall vest in equal installments at the end of each of the next
eight (8) ensuing calendar quarters.
At any time, the portion
of the Option which has become vested as described in this Section 3 is
hereinafter referred to as the “Vested Portion.” The Vested Portion
of the Option shall remain exercisable for the period set forth in Section
6.
4. Accelerated Vesting.
Notwithstanding any provision herein to the contrary:
(a) In the
event the Participant’s Service terminates due to death or Disability prior to
the first anniversary of the Date of Grant, the unvested portion of the Option
shall vest on a pro rata basis based on the ratio of (i) the number of complete
months beginning on
the Date
of Grant and ending on the date of the Participant’s termination of Service to
(ii) thirty-six (36).
(b) Immediately
prior to a Change in Control, the unvested portion of the Option
shall become fully vested and exercisable as of such date of the Change of
Control and shall remain exercisable for, and shall otherwise terminate and
thereafter be forfeited at the end
of, a
period of 90 days following the Change of Control.
5. Forfeiture. Except
as otherwise provided herein, if the Participant’s Service is terminated for any
reason, the Option shall, to the extent not then vested as of the Termination
Date, be cancelled by the Company without consideration and the Vested Portion
of the
Option
shall remain exercisable for the period set forth in Section 6.
6. Exercise of
Option.
(a) Period of
Exercise. Subject to (i) the affirmative approval of the Plan
by the Shareholders on June 23, 2010, (ii) the filing of the registration
statement on Form S-8 registering all of the securities of the Company available
for issuance under the Plan, and (iii) the
provisions
of the Plan and this Award Agreement, the Participant may exercise all or any
part of the Vested Portion of the Option at any time prior to the earliest to occur
of:
(i) the 7th
anniversary of the Date of Grant;
(ii) the date
that is one (1) year following termination of the Participant’s
Service;
(b) Method of
Exercise.
(i) Subject
to Section 4, the Vested Portion of the Option may be exercised by delivering to
the Company at its principal office written notice of intent to so exercise;
provided that
the Option may be exercised with respect to whole Shares only. Such
notice
shall
specify the number of Shares for which the Option is being exercised and shall
be accompanied by payment in full of the Option Price. In the event
the Option is being exercised by the Participant’s representative, the notice
shall be accompanied by
proof
(satisfactory to the Committee) of the representative’s right to exercise the
Option. The payment of the Option Price may be made at the election
of the Participant (A) in cash or its equivalent (e.g., by cashier’s check), (B)
to the extent permitted by the
Committee,
in Shares having a Fair Market Value equal to the aggregate Option Price for the
Shares being purchased and satisfying such other requirements as may be imposed
by the Committee, (C) partly in cash and, to the extent permitted by the
Committee,
partly in
such Shares, (D) to the extent permitted by the Committee, by reducing the
number of Shares otherwise deliverable upon the exercise of the Option by the
number of Shares having a Fair Market Value equal to the Option Price, or (E) if
there is a public
market
for the Shares at such time, subject to such requirements as may be imposed by
the Committee, through the delivery of irrevocable instructions to a broker to
sell Shares obtained upon the exercise of the Option and to deliver promptly to
the Company
an amount
out of the proceeds of such sale equal to the aggregate Option Price for the
Shares being purchased. The Committee may prescribe any other method
of payment that it determines to be consistent with applicable
law. Neither the Participant nor the
Participant’s
representative shall have any rights to dividends or other rights of a
stockholder with respect to Shares subject to an Option until the Participant
has given written notice of exercise of the Option, paid in full for such Shares
and, if applicable, has
satisfied
any other conditions imposed by the Committee pursuant to the Plan.
(ii) Notwithstanding
any other provision of the Plan or this Award Agreement to the contrary, the
Option may not be exercised prior to the completion of any registration or
qualification of the Option or the Shares under applicable securities or other
laws, or
under any
ruling or regulation of any governmental body or national securities exchange
that the Committee shall in its sole discretion determine to be necessary or
advisable.
(iii) Upon the
Company’s determination that the Option has been validly exercised as to any of
the Shares, the Company shall issue certificates in the Participant’s name for
such Shares. However, the Company shall not be liable to the
Participant for damages
relating
to any delays in issuing the certificates to him, any loss of the certificates,
or any mistakes or errors in the issuance of the certificates or in the
certificates themselves.
(iv) In the
event of the Participant’s death, the Vested Portion of the Option shall remain
exercisable during the period set forth in Section 6 by the Participant’s
executor or administrator, or the person or persons to whom the Participant’s
rights under this
Award
Agreement shall pass by will or by the laws of descent and distribution as the
case may be. Any heir or legatee of the Participant shall take rights
herein granted subject to the terms and conditions hereof.
7. No Right to Continued
Service. The granting of the Option evidenced hereby and this
Award 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 may
deem necessary 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
Option 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 Option 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. During the Participant’s lifetime, the Option
is exercisable only by the Participant.
10. Adjustment of
Option. Adjustments to the Option (or any of the Shares
underlying the Option) shall be made in accordance with the terms of the
Plan.
11. Definitions. For
purposes of this Award Agreement:
“Disability” shall have
the meaning set forth in the Participant’s employment agreement with the Company
or its Affiliates, if any, or if the Participant is not a party to an employment
agreement with a definition of “Disability,” then “Disability” means a
disability that
would
entitle a Participant to payment of monthly disability payments under any
Company long-term disability plan.
12. 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, the minimum
statutory withholding taxes in respect of the Option, its exercise or any
payment or
transfer
under or with respect to the Option 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.
13. 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 (or in the case of non-U.S.
Participant, the
foreign
postal service of the country in which the Participant resides), by registered
or certified mail, with postage and fees prepaid. A notice shall be
addressed to the Company, Attention: Human Resources, at its principal executive
office and to the Participant at the
address
that he or she most recently provided to the Company.
14. Entire
Agreement. This Award 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.
15. Waiver. No
waiver of any breach or condition of this Award Agreement shall be deemed to be
a waiver of any other or subsequent breach or condition whether of like or
different nature.
16. Successors and
Assigns. The provisions of this Award 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 Award Agreement and agreed in writing to be joined herein and be
bound by the terms hereof.
17. 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.
18. Option Subject to
Plan. By entering into this Award Agreement the Participant
agrees and acknowledges that the Participant has received and read a copy of the
Plan. The Option is 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 19). 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 Award Agreement.
19. Amendment. The
Committee may amend or alter this Award Agreement and the Option 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 Award Agreement or with respect to the Option.
20. Severability. The
provisions of this Award 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 Award 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 Award
Agreement.
VIASYSEMS GROUP, INC.
By:
Name:
Title:
Agreed
and acknowledged as
of the
date first above written:
PARTICIPANT