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): July 6, 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.

In connection with the previously disclosed retirement of Theodore R. Wright, the Company’s former Executive Vice President and Chief Operating Officer, on July 6, 2015, the Company and Mr. Wright entered into an Early Retirement Agreement and Complete Release of Liability, dated July 6, 2015, between the Company and Mr. Wright (the “Retirement Agreement”). Pursuant to the Retirement Agreement, the Company and Mr. Wright agreed that (i) his last day of active full-time employment with the Company will be June 30, 2015 (the “Early Retirement Date”), (ii) the Company will continue to pay him his present salary at the rate of Three Hundred Fifty Thousand One and 60/100 Dollars ($350,001.60) per year, payable in normal bi-weekly payments for the period from July 1, 2015 through June 30, 2016 (“Severance Pay Period”), (iii) he will be paid for any accrued, unused paid time off (“PTO”) in the first normal payroll following the Early Retirement Date, but will not accrue any PTO after the Early Retirement Date, (iv) during the Severance Pay Period, he will be eligible for participation in Company employee benefit plans in accordance with their terms, except that he will not be eligible to participate in any Company short-term or long-term disability plan or the Company’s 401(k) Plan, (v) COBRA continuation periods under any applicable medical, dental and vision programs will continue from the Early Retirement Date, (vi) in general, his participation in other employee benefit plans will cease on the Early Retirement Date, (vii) Mr. Wright’s retirement will not be considered a voluntary termination under the terms of his letter of employment accepted by him on December 2, 2013 and (viii) his outstanding equity awards will be treated in accordance with the terms of the applicable plan and award agreements.

In addition, the Retirement Agreement provides that, other than for accrued PTO, the Company will not be obligated to make the severance payments described above in the event that, during the Severance Pay Period, Mr. Wright engages in certain conduct which includes, in any material way (i) a breach of the terms of the Retirement Agreement, (ii) the failure to comply with any Company covenant against disclosure and assignment of rights to intellectual property executed by him or the improper utilization of the Company’s confidential or proprietary information, (iii) without the Company’s prior written consent, inducing any employee of the Company to leave Company employment or (iv) the failure to comply with the Company’s Code of Corporate Conduct or applicable Company policies. In such event and upon demand, Mr. Wright would be obligated to return any severance payments made to him and pay any legal fees incurred by the Company relating to any actions to recover the severance payments. The Retirement Agreement, which is subject to a seven day revocation period, also provides that Mr. Wright releases any liabilities he may have had arising from his employment or the termination of his employment.

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













Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.   
Description
10.01
Early Retirement Agreement and Complete Release of Liability, dated July 6, 2015, between Vectrus, Inc. and Theodore R. 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.

Date: July 10, 2015
VECTRUS, INC.
 
By:
/s/ Kathryn S. Lamping
 
Its:
Assistant Secretary

 
 


























EXHIBIT INDEX

Exhibit No.   
Description
10.01
Early Retirement Agreement and Complete Release of Liability, dated July 6, 2015, between Vectrus, Inc. and Theodore R. Wright
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


    
    






Page | 1



EARLY RETIREMENT AGREEMENT AND
COMPLETE RELEASE OF LIABILITY


THEODORE R. WRIGHT and VECTRUS, INC. have reached the following Agreement. In this Agreement, "Employee" refers to THEODORE R. WRIGHT and "Company" refers to VECTRUS, INC. and its affiliates, and subsidiaries.
1. Benefits. The Company agrees with Employee as follows:
A.     Employee's active full-time employment with the Company will cease on June 30, 2015 (also referred to as the “Early Retirement Date”). During the period through June 30, 2015, Employee is not required or expected to appear in person at the Company’s offices.
B.     For the period beginning July 1, 2015 through June 30, 2016, the Company shall continue to pay Employee his/her present base salary at the rate of $350,001.60 (Three hundred fifty thousand and one dollars and sixty cents) per year, paid in normal bi-weekly payments ("Severance Pay") pursuant to the Company’s normal payroll procedures. The severance amount is in accordance with the letter of employment extended by Exelis and accepted by Employee on December 2, 2013, copy attached as Exhibit C. Except as otherwise specifically set forth in this Agreement, for purposes of the various benefit, equity and incentive plans discussed in this Agreement (other than the Qualified Plans) Employee’s benefit termination date (“Severance End Date”) will be deemed to be the earlier of (i) June 30, 2016 , or (ii) the date Employee first engages in any disqualifying conduct.
C.     Except as stated in this sub-paragraph C, during the period Employee is receiving Severance Pay, Employee will be eligible for participation in the Company employee benefit plans in accordance with the remaining provisions of such plans. During the Severance Pay period, Employee will not be eligible to participate in any Company short-term or long-term disability plan. Employee will not be eligible to participate in the Company 401(k) Plan.

/s/ TW (Initial)
Page | 2



Eligibility for employee benefits will be governed by the terms and conditions of the individual plan, as stated in Exhibit A, which the Company represents reflects the relevant plans’ provisions that the Employee is entitled to rely upon. For the purposes of medical, dental and vision coverage, COBRA continuation periods will run concurrently from the Early Retirement Date. In general, Employee’s participation in all other employee benefit plans will cease on the Early Retirement Date unless otherwise outlined in Exhibit A.
D.     Employee understands that the Company will deduct from the Severance Pay provided for in this Agreement, federal, state and local withholding taxes and other deductions the Company is required by law to make from payments to employees. After the Early Retirement Date, Employee understands that he/she is not entitled to any compensation or benefits or any other payment from the Company, including but not limited to any severance pay, commissions, termination allowance, notice pay or similar pay or allowance, other than as specifically provided in this Agreement.
E.     Employee will resign as an officer of Vectrus, Inc. and Vectrus Systems Corporation and as a director or officer of any subsidiary or affiliate of Vectrus, Inc. and Vectrus Systems Corporation effective June 16, 2015.
F.     Employee will receive a lump-sum payment for any accrued, unused PTO time in the first normal payroll following the Early Retirement Date even if this Agreement is not executed by Employee. Employee will not continue to accrue PTO time during the Severance Pay period.
G.     Employee’s retirement will not be considered a voluntary termination under the terms of Employee’s letter of employment. Accordingly, Employee will not be required to pay back the cash sign on payment of $175,000.
H.    The treatment of any outstanding equity awards granted to Employee will be treated in accordance with the terms and conditions of each award agreement and the terms of the applicable plan. Employee must seek written approval prior to entering into any transaction involving Vectrus securities, including the purchase or sale of any Vectrus stock or exercise of any stock

/s/ TW (Initial)
Page | 3



options. Six months after the Early Retirement Date, Employee will no longer be subject to the requirement for prior approval before the purchase or sale of Vectrus stock. Employee is also subject to the securities laws and Vectrus’ “insider trading” policies in respect of any transaction Employee effects while in possession of material non-public information regarding Vectrus stock.
J.     Except as expressly stated in this Agreement, Company will not be responsible for any other expenses incurred by Employee after June 16, 2015.
K.     Employee is solely responsible for all taxes that may result from Employee’s receipt of the amounts payable to Employee under this Agreement, and neither the Company nor any of its affiliates makes or has made any representation, warranty or guarantee of any federal, state or local tax consequences to Employee of Employee’s receipt of any benefit or payment hereunder, including, but not limited to, under Section 409A of the Internal Revenue Code of 1986, as amended.
2. Payments. With the exception of the payment of accrued, unused PTO, as discussed in Paragraph 1(F), payment of the amounts described in Paragraph 1 (B) shall not commence sooner than eight (8) days following Employee's execution of this Agreement, provided Employee has not revoked this Agreement. Employee agrees that the payments and benefits described in Paragraph 1 (B), with the exception of payment of accrued, unused PTO, as discussed in Paragraph 1(F), are more than the Company is required to provide under its normal policies and procedures or by law.
3. Complete Release. Employee understands that all or part of his/her job duties may be assigned to another person or persons who are less than forty years old or younger than Employee. Employee agrees to release the Company, any company that is or was directly or indirectly the parent or subsidiary of, related to or affiliated with the Company, any Company benefit plans and the employees, administrators, fiduciaries, agents, officers and directors of any of them, and any predecessors, successors or assigns (“Released Parties”), from all claims or demands Employee may have arising out of or relating to

/s/ TW (Initial)
Page | 4



Employee's employment with the Company or the termination of that employment. This includes, but is not limited to, a release of any rights or claims Employee may have under the Age Discrimination in Employment Act of 1967, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Employee Retirement Income Security Act of 1974 or any other federal, state or local laws, regulations or orders. This release also includes, but is not limited to, a release by Employee of any contractual or tort claims or other claims arising under common law including, but not limited to, any claims for wrongful discharge. This release covers both claims that Employee knows about and those he/she may not know about. This release, however, does not preclude Employee from enforcing the terms of this Agreement. This release does not include a release of any pension or any other benefits for which Employee may be eligible under the terms of applicable Company benefit plans.
4. Special Release Notification. Paragraph 3 includes a release of all claims under the Age Discrimination in Employment Act (“ADEA”) and, therefore, pursuant to the requirements of the ADEA and the Older Workers Benefit Protection Act, Employee acknowledges and understands the following: (a) Employee has been advised that this release includes, but is not limited to, all claims under the ADEA arising up to and including the date of execution of this release; (b) that Employee has been advised to consult with an attorney and/or other advisor of his/her choosing concerning Employee’s rights and obligations under this release; (c) that Employee has been advised to consider fully this release before executing it and that Employee’s release and waiver of any claim under the ADEA is knowing and voluntary; (d) that Employee has been offered ample time and opportunity, of at least twenty-one (21) calendar days, to do so; (e) that Employee may revoke this release within the seven (7) calendar day period following Employee’s execution of the Agreement, if Employee delivers written notice of revocation to: Frank Peloso, Senior Vice President & Chief

/s/ TW (Initial)
Page | 5



Human Resources Officer, Vectrus Systems Corporation, 655 Space Center Drive, Colorado Springs, Colorado 80915; and (f) that this release shall become effective and enforceable on the eighth calendar day following execution of it, so long as it has not been revoked.
5. Reporting. Employee agrees that he/she has disclosed to the Company all known issues, concerns or complaints regarding any legal, regulatory or compliance requirement of the Company.
6.    Confidentiality. Until such time that the contents of this Agreement become public as a result of a Company press release or public filing, Employee promises not to disclose the contents of this Agreement to anyone other than his/her immediate family, governmental agencies or courts or to attorneys, counselors or agents retained by Employee for the purpose of assisting or counseling him/her with respect to this Agreement. If Employee discloses the contents of this Agreement to any person as permitted above, he/she shall also use his/her best efforts to prevent all such persons from disclosing the contents of this Agreement.
7. Non-Admission of Liability. This Agreement is made solely to facilitate an arrangement reached by the Company with the Employee. This Agreement should not be construed as an admission by the Company of any wrongdoing.
8. Exclusions from Employee's Release. This Agreement does not waive or release claims with respect to any rights Employee may have to file a claim or charge with any government administrative agency (although Employee is releasing any rights he/she may have to recover damages or other relief in connection with the filing of such a claim or charge), to claims that cannot lawfully be released, or to any future rights or claims that Employee may have that arise after the date the Employee signs this Agreement.
9. Encouragement to Consult with Attorney. Employee is advised to consult with an attorney before signing this Agreement.
10. Assistance in the Defense of Claims and Other Matters. Employee agrees, upon reasonable notice from the Company, to assist the

/s/ TW (Initial)
Page | 6



Company in the defense of any legal or administrative action or proceeding now pending or which later may be filed by or against the Company or by or against any affiliated or related companies or any of their officers, directors or employees, and to provide assistance to the Company in other matters reasonably requested by the Company.
11. Company Property . Employee shall return to the Company any and all Company property within his/her possession or control on July 6, 2015.
12. Notification to the Company. If any claim or demand is made to legally compel the Employee to disclose the terms and conditions of this Agreement, the Employee will promptly notify Frank Peloso, Senior Vice President & Chief Human Resources Officer, of such claim or demand so that the Company may take such action as it deems appropriate.
13. Disqualifying Conduct. If during the period Employee is receiving Severance Pay, the Employee, in any material way: (i) breaches the terms of this Agreement, including Exhibit B; (ii) fails to comply with any Company Covenant Against Disclosure and Assignment of Rights to Intellectual Property executed by Employee (incorporated herein by reference) or improperly utilizes the Company's confidential or proprietary information; (iii) without the Company's prior written consent, induces any employee of the Company to leave the Company employment; or (iv) fails to comply with applicable provisions of the Vectrus, Inc. Code of Conduct or applicable Company policies (collectively, “Disqualifying Conduct”), then the Company will have no further obligation to provide Severance Pay or make any payments described in Paragraph 1(B), except for payment for accrued, unused PTO pursuant to Paragraph 1(F). Additionally, if Employee engages in Disqualifying Conduct, Employee agrees that he/she will, upon demand, return the severance pay described in Paragraph 1(B). Additionally, in the event that Company has to file suit or take other action to recover this payment, Employee will also be liable to Company for the legal fees incurred by Company. 
14. Non-Disparagement. Employee agrees that he/she will not make or engage in any disparaging remarks about any of the Released Parties, or the

/s/ TW (Initial)
Page | 7



Company’s, customers. Employee also agrees that he/she will not have any communication of any type with any of Company’s current or former customers concerning any of the Released Parties, the Company’s work for the government, or any aspect of Company’s relationship with the government. 
15. Assignment. The rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the heirs, executors, successors and assigns of the Company. Employee’s rights and obligations are personal and may not be assigned or delegated without the Company’s written consent.
16. Choice of Law and Forum. This Agreement shall be governed by and interpreted under the laws of the State of Colorado. Any dispute arising under or related to this Agreement shall be submitted to a court of competent jurisdiction in the State of Colorado. THE PARTIES HEREBY WAIVE TRIAL BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT .
17. Covenant Against Disclosure and Anti-Solicitation. Employee agrees to the terms of Exhibit B.
18. Entire Agreement. The Company has used its best efforts to compose this Agreement in a manner calculated to be readily understood by the Employee. This Agreement, which incorporates the Vectrus, Inc. Code of Conduct, and applicable Company policies by reference and which includes Exhibits A and B, is the complete, entire and final agreement between Employee and the Company concerning the subject matter expressed herein and supersedes any other prior agreement in writing or otherwise. This Agreement may not be modified or terminated except by a writing signed by both parties. The Company has made no promises to Employee other than those in this Agreement. Should any portion of this Agreement be ruled void or unenforceable, such ruling will not affect the enforceability and effect of the remaining provisions of this Agreement.
19. Compliance with IRC 409A. This Agreement is a separation pay plan that does not provide for deferral of compensation according to I.R.C.


/s/ TW (Initial)
Page | 8



Section 409A and Treasury Regulation Section 1.409A-1(b)(9)(iii). Thus, payments under this Agreement are not subject to I.R.C. Section 409A.
If, as of the Early Retirement Date, Employee is a “specified employee” as defined in Section 409A and the deferral of any other payment or commencement of any other payments or benefits otherwise payable by the Company to Employee as a result of Employee’s separation of service is necessary in order to prevent any accelerated or additional tax under Section 409A, then the Company will defer the commencement of the payment of any such payments or benefits until the date that is six months following the Early Retirement Date.

        



/s/ TW (Initial)
Page | 9




EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND IS VOLUNTARILY ENTERING INTO IT. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

WITNESS
 
 
EMPLOYEE
 
 
 
 
 
 
 
 
 
 
 
 
 
/s/ Nina B. Wright
 
 
/s/ Theodore R. Wright
 
 
 
 
THEODORE R. WRIGHT
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vectrus, Inc.
 
 
 
 
 
 
 
 
 
By:
/s/ Frank Peloso
 
 
 
 
 
 
 
 
 
 
Title:
SVP and CHRO
 
 
 
 
Dated:
July 6, 2015
 



    


Exhibit A - Summary of Benefit Programs 2015 - Vectrus
IMPORTANT: This document represents a summary of how your participation in the Vectrus benefit programs will be impacted with your
separation. Full details on benefit continuation and conversion can be found in each benefit plans
Summary Plan Description found at www.cbizesc.com/Vectrus



Benefit Program
Will I Remain Covered
During Severance?

What Do I Pay?
When Does Coverage
End?

More Info/My Action
Medical
Yes, as long as you elected coverage for 2015.
You pay the same payroll contributions as if you were an active employee
with Vectrus through your Severance Period. Deductions come directly out of your Severance pay.
Last day of the month in which your final Severance pay is paid.

You will run concurrently under COBRA during your Severance Period.

Within a couple weeks after you begin Severance, a COBRA package will automatically be sent to your home address.

Once you have completed your Severance Period, you will receive information on how to continue your coverage under COBRA.

**See Notes on COBRA coverage below**

Dental
Yes, as long as you elected coverage for 2015.
You pay the same payroll contributions as if you were an active employee
with Vectrus through your Severance Period. Deductions come directly out of your Severance pay.
Last day of the month in which your final Severance pay is paid.

You will run concurrently under COBRA during your Severance Period.

Within a couple weeks after you begin Severance, a COBRA package will automatically be sent to your home address.

Once you have completed your Severance Period, you will receive information on how to continue your coverage under COBRA.

**See Notes on COBRA coverage below**

Vision
Yes, as long as you elected coverage for 2015.
You pay the same payroll contributions as if you were an active employee
with Vectrus through your Severance Period. Deductions come directly out of your Severance pay.
Last day of the month in which your final
Severance pay is paid

You will run concurrently under COBRA during your Severance Period.

Within a couple weeks after you begin Severance, a COBRA package will automatically be sent to your home address.

Once you have completed your Severance Period, you will receive information on how to continue your coverage under COBRA.

**See Notes on COBRA coverage below**

Employer Provided Life and Accidental Death and Dismemberment Insurance
Yes
This benefit is provided by Vectrus at no charge to the employee.

Note: the Age reduction schedule would still apply.
Last day of the month in which your final Severance pay is paid

  You may elect to convert this coverage to a personal policy.

Contact Tracy Montford at 719-637-5828 to receive the conversion forms.

You must submit the conversion forms to Cigna Group Insurance directly within 31 days of the coverage ending.

Cigna Group Insurance: 1- 800-732-1603 for more information.





Exhibit A - Summary of Benefit Programs 2015 - Vectrus
IMPORTANT: This document represents a summary of how your participation in the Vectrus benefit programs will be impacted with your
separation. Full details on benefit continuation and conversion can be found in each benefit plans
Summary Plan Description found at www.cbizesc.com/Vectrus



Benefit Program
Will I Remain Covered
During Severance?

What Do I Pay?
When Does Coverage
End?

More Info/My Action


Life Plus/GUL
Yes, as long as you elected coverage for 2015.

You pay the same payroll contributions as if you were an active employee with Vectrus through your Severance Period. Deductions come directly out of your Severance pay.



You will need to confirm coverage end date with MetLife once your final Severance is paid



You may elect to convert this coverage to a personal direct pay policy.

You have 62 days before your policy will lapse due to non-payment of premium.

MetLife: 1-800-846-0124 or
www.mybenefits.metlife.com

Short-Term
Disability

No


N/A
Coverage ends on your last day of work.

No conversion or portability offered.
Long-Term
Disability
No






N/A





.
Coverage ends on your last day of work.


You may elect to convert this coverage to a personal policy.

Contact Tracy Montford at 719-637-5828 to receive the conversion forms.

You must submit the conversion forms to Cigna Group Insurance directly within 31 days of the coverage ending.

Cigna Group Insurance: 1- 800-732-1603 for more information.


Voluntary Life and Accidental Death & Dismemberment


No








N/A





.
Coverage ends on your last day of work.


You may elect to convert this coverage to a personal policy.

Contact Tracy Montford at 719-637-5828 to receive the conversion forms.

You must submit the conversion forms to Cigna Group Insurance directly within 31 days of the coverage ending.

Cigna Group Insurance: 1- 800-732-1603 for more information.




Exhibit A - Summary of Benefit Programs 2015 - Vectrus
IMPORTANT: This document represents a summary of how your participation in the Vectrus benefit programs will be impacted with your
separation. Full details on benefit continuation and conversion can be found in each benefit plans
Summary Plan Description found at www.cbizesc.com/Vectrus



Benefit Program
Will I Remain Covered
During Severance?

What Do I Pay?
When Does Coverage End?

More Info/My Action
Medical Flexible Spending   Account
Yes, as long as you elected to participate in 2015.

You pay the same payroll contributions as though you remained an active employee. Deductions come directly out of your Severance Pay. COBRA will begin during your Severance Period.


You may continue to submit claims for reimbursement using the same process you follow while you were at work. You may not submit claims for services incurred after your Severance Pay Period ends, the end of your COBRA continuation, or December 31, 2015, whichever occurs first.

You will run concurrently under COBRA during your Severance Period.

Within a couple weeks after you begin Severance, a COBRA package will automatically be sent to your home address.

Once you have completed your Severance Period, you will receive information on how to continue your coverage under COBRA.


**See Notes on COBRA coverage below**

For questions regarding your Flexible Spending account you may call CBIZ @ 1-800-815-3023 option 4


Dependent Care Flexible Spending
   Account
Yes, as long as you elected to participate in 2015.

Due to IRS rules, you may not contribute to the Dependent Care Spending Account during the Severance Period. There is no COBRA continuation for this benefit.

You may continue to submit claims for reimbursement using the same process you follow while you were at work, provided the dependent care expense is incurred in order that you may work, even for another employer. You may submit claims until December 31, 2015.

Dependent Care FSA is not COBRA eligible.

Healthcare Spending Account (HSA)

Yes, you can continue, elect or change your Health Savings Account contributions as long as you remain participating in the qualified High Deductible Health Plan (HDHP) in 2015.

You pay the same payroll contributions as though you remained an active employee. Deductions come directly out of your Severance Pay.


Your contributions will be deposited in your HSA
and is always yours.
For questions about your HSA, please contact CIGNA at:
1-800-244-6224

Exhibit A - Summary of Benefit Programs 2015 - Vectrus
IMPORTANT: This document represents a summary of how your participation in the Vectrus benefit programs will be impacted with your
separation. Full details on benefit continuation and conversion can be found in each benefit plans
Summary Plan Description found at www.cbizesc.com/Vectrus



Benefit Program
Will I Remain Covered
During Severance?

What Do I Pay?
When Does Coverage
End?

More Info/My Action
Allstate Cancer Insurance
Yes, as long you elected and are approved for coverage prior to your commencement of Severance
You pay the same payroll contributions as though you remained an active employee. Deductions come directly out of your Severance Pay.
Last day of the month in which your final Severance pay is paid.

Allstate Cancer plan is COBRA eligible. Once you have completed Severance Period, you can continue this benefit through COBRA.

At any time during COBRA or after you have exhausted your COBRA period, you may convert your policy to a personal pay policy by contacting the Allstate Customer Care Center at 1-800-521-3535 within 31 days of the end of your employment or COBRA coverage.
Colonial Accident and/or Hospital Confinement
Yes, as long you elected and are approved for coverage prior to your commencement of Severance
You pay the same payroll contributions as though you remained an active employee. Deductions come directly out of your Severance Pay.
Last day of the month in which your final Severance pay is paid.

 
For the two Colonial plans, once you have completed your Severance Period, you may elect to convert your policy(ies) to a personal pay policy by contacting Colonial at 1-800-325-4368 within 30  days of the end of your severance period.

Colonial is NOT a COBRA eligible plan.

Vectrus 401(k)
Plan

You will no longer be eligible to participate in the Vectrus 401(k) plan


N/A


Commencement of Severance Pay.



For questions regarding your Vectrus 401(k) Plan call:
Prudential 1-877-778-2100 or go to www.prudential.com/online/retirement



Vectrus 401(k) Loans

You are still eligible to continue loan repayments.
Your normal loan payroll deduction will continue through your Severance Period.
Loan deductions will stop once your Severance Period has ended.

Once you have completed your Severance Period, you can contact Prudential to confirm if you qualify to continue manual loan payments. For questions regarding your Vectrus 401(k) Plan call:
Prudential 1-877-778-2100 or go to www.prudential.com/online/retirement



Exhibit A - Summary of Benefit Programs 2015 - Vectrus
IMPORTANT: This document represents a summary of how your participation in the Vectrus benefit programs will be impacted with your
separation. Full details on benefit continuation and conversion can be found in each benefit plans
Summary Plan Description found at www.cbizesc.com/Vectrus



Benefit Program
Will I Remain Covered
During Severance?

What Do I Pay?
When Does Coverage
End?

More Info/My Action

Vectrus 401(k) Distribution

Since you are no longer eligible to participate in the plan, you will be eligible to receive a distribution from the plan.
N/A
Commencement of Severance Pay.

During your Severance Period, Prudential will continue to see you as an active employee. If you are interested in receiving a distribution from your 401(k) account while on severance, you will need to contact Sandi Rasnake to assist with your distribution process.

  sandi.rasnake@vectrus.com
719-637-6380
**COBRA**

The 18 month continuation COBRA coverage period will begin when your Severance Period starts and will continue through your Severance Period. For COBRA eligible benefits, may elect to continue under COBRA,


You pay the same payroll contributions
as if you were an active employee with Vectrus through your Severance Period. Deductions come directly out of your Severance pay.
After your Severance Period has been completed, you will pay 102% of the full monthly premiums.

In most cases, COBRA can continue for up to 18 months after your employment ends. Please note that your Severance Period runs concurrently with your COBRA coverage eligibility. In other words, the amount of time you can continue coverage under COBRA will be reduced by the amount of time you have been on severance.

Within a couple weeks after you begin severance, a COBRA package will automatically be sent to your home address.

What you will receive in the COBRA packet will be the standard COBRA eligible benefits, although other benefits may continue, as described above.

For questions regarding your COBRA continuation rights you may call CBIZ @ 1-800-815-3023 option 6






EXHIBIT B

In consideration of the promises made by the Company to Employee in the Separation Agreement and Complete Release of Liability to which this Exhibit B is attached, Employee agrees to the following additional post-employment covenants:

1.
Anti-Solicitation of Employees. During the Severance Pay Period, Employee will not, directly or indirectly, or by action in concert with others, solicit or induce or attempt to solicit or induce, any person who is employed by the Company to leave his or his employment with the Company and/or to perform services of any kind for any other person, firm or corporation.

2.
Anti-Solicitation of Customers and Clients. During the Severance Pay Period, Employee will not, directly or indirectly, either on Employee’s own behalf or on behalf of any other person, firm, or corporation, divert or take away, or call on or solicit or attempt to call on or solicit, any of the Company’s current customers or clients for the Company’s current contracts and prospective re-competes and new business opportunities of which Employee had any knowledge.

3.
Non-Competition. During the Severance Pay Period, Employee will not accept an employment or consulting relationship (or own or have any financial interest in), directly or indirectly, with any entity engaged in the business of providing services to military, government and commercial customers within Vectrus’ specific lines of service.

4.
Covenant Against Disclosure. Employee will not, at any time, disclose information identified as confidential or which, from the circumstances, in good faith, and good conscience ought to be treated as confidential, relating to the products, services, inventions, discoveries, trade secrets, secret processes, price lists, business plans, or any other information of the business or affairs of the Company or any other person, firm, or corporation, which Employee acquired or developed in connection with or as a result of Employee’s employment with the Company.



/s/ TRW
/s/ FAP
7/06/2015


Exhibit C