UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2015

VECTRUS, INC.
(Exact name of Registrant as specified in its charter)

Indiana
0001-36341
38-3924636
(State or other jurisdiction of incorporation or organization)
 (Commission File Number)
(I.R.S. Employer Identification No.)
 


655 Space Center Drive
Colorado Springs, CO 80915
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code: (719) 591-3600

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)(e)
Mr. Theodore R. Wright, Executive Vice President and Chief Operating Officer of Vectrus, Inc. (the “Company” or ”Vectrus”) was identified as a named executive officer for 2014 in the Company’s 2015 proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on March 31, 2015 in connection with the Company’s 2015 Annual Meeting of Shareholders. Therefore, the Company is filing this Current Report on Form
8-K pursuant to Item 5.02(d)(e) to provide disclosure in connection with a compensatory arrangement with Mr. Wright.

On December 2, 2013, Exelis Inc. (“Exelis”), the former parent of the Company, and Mr. Wright entered into a letter agreement (the “Wright Letter Agreement”) setting forth the terms and conditions of his employment as Executive Vice President and Chief Operating Officer of Vectrus Systems Corporation (formerly called “Exelis Systems Corporation”), a wholly-owned subsidiary of the Company and former wholly-owned subsidiary of Exelis. The terms of the Wright Letter Agreement are set forth below.

1.
Compensation and Benefits.

a.
Annual Base Salary. Mr. Wright’s initial base salary was $350,000.

b.
2014 Target Annual Incentive. For the performance year 2014, Mr. Wright’s annual incentive target was set at 75% of base salary (“Target Annual Incentive”). The amount earned in respect of the Target Annual Incentive was discretionary and subject to individual and Company performance.

c.
2014 Long-Term Incentive Awards. Mr. Wright was eligible to participate in the Exelis 2014 long-term incentive program with an annual target long-term incentive compensation opportunity of $350,000, and the form of the award, vesting provisions and other provisions/requirements were determined at the discretion of the Board of Directors.

d.
Cash Sign-on Payment. Mr. Wright was paid a sign-on payment in January 2014 in the amount of $175,000. In the event that Mr. Wright’s employment with Exelis or Vectrus is voluntarily terminated within two years from the date of payment, he is required to pay back the $175,000 payment, net of taxes.

e.
Transaction Success Incentive Award. Mr. Wright was eligible for a Transaction Success Incentive Award in cash the amount of $175,000, which was paid following the spin-off of the Company from Exelis.

f.
Founders’ Grant. Mr. Wright was entitled to receive a Founders’ Grant on October 10, 2014 in the amount of $787,500. The Vectrus Compensation Committee determined that twenty percent (20%) of the Founders’ Grant be granted in the form of stock options and eighty percent (80%) in the form of restricted stock units.

2.
Termination of Employment.

a.
In the event that Exelis or Vectrus terminates Mr. Wright’s employment within his first two years of his employment, for any reason other than cause and without an offer of comparable employment, the Wright Letter provided that he would receive one full year of his current salary paid as a severance payment. Following two years of employment, he will revert to severance eligibility under the company severance policy that is in effect at that time.




The foregoing description of the terms of the Wright Letter Agreement is not complete and is subject to and qualified in its entirety by the Wright Letter Agreement, a copy of which is attached hereto as Exhibit 10.01 and incorporated herein by reference.



ITEM 9.01 Financial Statements and Exhibits
EXHIBIT INDEX
(d) Exhibits
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
 
10.01
 
Wright Letter Agreement dated December 2, 2013 between Exelis Inc. and Mr. Wright
 
 
 



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
Vectrus, Inc.
 
 
 
 
Date: April 2, 2015
 
 
 
By:
 
/s/ Kathryn S. Lamping
 
 
 
 
 
 
Kathryn S. Lamping
 
 
 
 
 
 
 
 
Its:
 
Assistant Secretary
 
 
 
 
 
 
(Authorized Officer of Registrant)
 








Exhibit 10.01







Mr. Theodore Wright
311 S. Columbus Street
Alexandria, Virginia 22314

Dear Ted,

It is with great pleasure that I confirm our offer for the position of Executive Vice President and Chief Operating Officer, Exelis Systems Corporation, reporting to Ken Hunzeker, Executive Vice President, Exelis Inc. and President, Exelis Systems Corporation. Your beginning salary will be at the annual rate of $350,000, and your date of hire will be a mutually agreeable date. This position will be based in Colorado Springs, CO and you will be eligible for relocation from Alexandria, VA to COS, CO per the Exelis Systems Corporation relocation policy.

As an executive of Exelis Systems Corporation, you will be eligible to participate in the Annual Incentive Program (bonus) with a target award of 75% of base salary for performance year 2014. Bonus payments are discretionary and are based on company and individual performance. Approved awards are normally paid in the first quarter following the performance year.

You will also be eligible to participate in the Exelis Long-Term Incentive Award Program for the 2014 performance year. Your initial target will be $350,000, and the form of the award, vesting provisions and any other provisions/requirements will be determined each year at the discretion of the Board of Directors of the Company. In addition, you will receive a cash sign on payment in the amount of $175,000 to be paid after one month following your start date. Should your employment with Exelis or Exelis Systems Corporation or the NewCo be voluntarily terminated within two years from the date of payment, you agree and will be required to pay back the $175,000 sign on, net of taxes.

In the event that the Company terminates you within your first two years of employment, for any reason other than cause and without an offer of comparable employment, you will receive one full year of your current salary paid as a severance payment. Following two years of employment, you will revert to severance eligibility under the Company severance policy that is in effect at that time.

As you know, Exelis is recommending to the Board of Directors that Exelis Systems Corporation be spun off in mid 2014. If this transaction comes to completion, you will be eligible to receive a Transaction Success Incentive Award in cash at spin in the amount of $175,000. In addition, if this transaction comes to completion, you will be eligible to receive a Founders’ Grant at spin in the amount of $787,500. This award will be granted in accordance with the NewCo Long-Term Incentive Program adopted by the NewCo Compensation and Personnel Committee of the NewCo Board of Directors and will most likely be granted in a combination of Restricted Stock Units and Non-Qualified Stock Options. In the event that the transaction is not completed, no award or promise of award will be granted.
 
You will be covered under the following plans of the Exelis Salaried Benefits Program when you satisfy the participation conditions:

Investment and Savings Plan for Salaried Employees
Insurance Plan
Short-Term Disability Benefits

You may also elect coverage in the following plans:

Salaried Medical and Dental Plan
Flexible Spending Accounts
Life Plus
Long-Term Disability Benefits

Page 2
November 27, 2013
Theodore Wright



Group Accident Insurance Program for Salaried Employees

If you are applying for family coverage under the Exelis Salaried Medical and Dental Plan, it is required that you furnish a marriage certificate (if applicable), and the birth certificate of each dependent being covered on your start date.

In this position, you will be entitled to 21 days of paid time off per year.

For questions regarding all benefits, you may contact Frank Peloso at 719-238-9345 or Frank.Peloso@exelisinc.com. He will be happy to discuss any questions you may have regarding this offer letter.

To comply with the Immigration Control Reform Act of 1986, this offer of employment is contingent upon completion of the I-9 form and providing required documentation to verify employment eligibility. Frank will contact you with additional information.

As a matter of standard Exelis policy, this offer is also contingent upon successful completion of a pre-placement background check and drug-screening test. Frank will provide additional information on these requirements, as well.

Please acknowledge your acceptance of our offer by signing one copy of this letter and returning it to my attention. You may retain the additional copy for your personal files.

Ted, it is a real pleasure to welcome you back to Exelis. We are convinced that you have much to contribute and that your association with Exelis will prove to be a successful and mutually beneficial one. We look forward to working with you in the near future.

Very truly yours,

/s/ John Procopio

   
    
CC: Ken Hunzeker
Frank Peloso



The above offer is accepted subject to the forgoing conditions.

/s/ Theodore Wright
 
12/2/2013
 Theodore Wright
 
 Date