Viasystems Group, Inc.
2010 Equity Incentive Plan
RESTRICTED STOCK AWARD AGREEMENT
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:
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.
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.
Vesting Schedule . The Restricted Shares shall vest three years after the Date of Gra