VECTRUS, INC. (NYSE:VEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
and Network Communication Services of Vectrus, Inc. (the Company)
was identified as one of the named executive officers for 2016 in
the Companys 2017 Proxy Statement filed with the Securities and
Exchange Commission on March 31, 2017 in connection with the
Companys 2017 Annual Meeting of Shareholders. Therefore, the
Company is filing this Current Report on Form 8-K to Item 5.02(e)
to provide disclosure in connection with a compensatory
arrangement with Mr. Moline.
employment letter (the “Moline Letter Agreement”) setting forth
the terms and conditions of his employment as Vice President of
Information Technology and Network Communication Services of the
Company. The material terms of the Moline Letter Agreement are
set forth below.
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1.
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Compensation and Benefits.
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a.
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Annual Base Salary. Mr. Molines initial base salary was
$270,000. |
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b.
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Cash Sign-on Payment. Mr. Moline was paid a cash sign-on
payment of $200,000 in December 2015, subject to repayment (net of taxes) if Mr. Moline voluntarily terminates his employment within two years from the date of payment. |
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c.
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2016 Target Annual Incentive. Mr. Moline is eligible to
participate in the Companys Annual Incentive Plan with a target award of 40% of his annual base salary, starting in 2016. |
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d.
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Discretionary Bonus for 2015. Mr. Moline was eligible for a
discretionary bonus of $27,000 for 2015, representing three-months of pro-rata consideration based on his date of hire. |
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e.
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Long-Term Incentives. Mr. Moline is eligible to participate
in the Company’s Long-Term Incentive Award Program, subject to approval of his discretionary awards by the Compensation and Personnel Committee. For 2015, he was recommended for a total target equity award of $175,000, comprised of 50% in the form of a total shareholder return award (subject to a three-year performance period beginning January 1, 2015 through December 31, 2017), 20% in non-qualified stock options and 30% in restricted stock units. The options and restricted stock units will vest in one third installments on the first, second and third anniversaries of the grant date. In order to offset the additional equity that he forfeited at his then-current employer, he received a special restricted stock unit grant of $200,000. These units will vest 50% after two years from the date of grant and 50% after three years from the date of grant. If his employment with the Company is terminated, either voluntarily or involuntarily, prior to the vesting dates, the unvested portion of this award will be forfeited. |
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f.
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Other Benefit Programs. Mr. Moline is eligible to participate
in the Companys benefit plans that are applicable to other employees. |
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g.
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Relocation Assistance. Mr. Moline was eligible for relocation
to the Colorado Springs area to Company policy; however, he chose to work in the Company’s Reston, Virginia office and did not relocate to Colorado Springs. |
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2.
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Termination of Employment. In the event that the Company
terminates Mr. Molines employment within his first year of employment, for any reason other than for cause and without an offer of comparable employment, Mr. Moline will receive six months of his current salary paid as a severance payment. Following his one-year anniversary with the Company, he will revert to severance eligibility under the Company severance policy that is in effect at that time. |
Agreement is not complete and is subject to and qualified in its
entirety by the Moline Letter Agreement, a copy of which is
attached hereto as Exhibit 10.01 and incorporated herein by
reference.
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Exhibit No.
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Description
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10.01
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Moline Letter Agreement dated August 25, 2015 between
Vectrus, Inc. and Mr. Moline |
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About VECTRUS, INC. (NYSE:VEC)
Vectrus, Inc. is a provider of services to the United States Government across the world. The Company offers services, including infrastructure asset management, logistics and supply chain management, and information technology and network communication. Its infrastructure asset management services support the United States Army, Air Force and Navy, and include infrastructure services, security, warehouse management and distribution, ammunition management, civil engineering, air base maintenance and operations, communications, emergency services, transportation, and life support activities at various global military installations. Its logistics and supply chain management services support and maintain the vehicle and equipment stocks of the United States Army and Marine Corps. Its information technology and network communication services consist of sustainment of communications systems, network security, systems installation and life cycle management of information technology systems. VECTRUS, INC. (NYSE:VEC) Recent Trading Information
VECTRUS, INC. (NYSE:VEC) closed its last trading session down -0.30 at 22.05 with 98,597 shares trading hands.
