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, 2017

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.

(e)

Mr. Rene J. Moline, Senior Vice President, Information Technology and Network Communication Services of Vectrus, Inc. (the “Company”) was identified as one of the named executive officers for 2016 in the Company’s 2017 Proxy Statement filed with the Securities and Exchange Commission on March 31, 2017 in connection with the Company’s 2017 Annual Meeting of Shareholders. Therefore, the Company is filing this Current Report on Form 8-K pursuant to Item 5.02(e) to provide disclosure in connection with a compensatory arrangement with Mr. Moline.

On August 25, 2015, Vectrus and Mr. Moline entered into an 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.

1.
Compensation and Benefits.
a.
Annual Base Salary. Mr. Moline’s initial base salary was $270,000.
b.
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.
c.
2016 Target Annual Incentive. Mr. Moline is eligible to participate in the Company’s Annual Incentive Plan with a target award of 40% of his annual base salary, starting in 2016.
d.
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.
e.
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.
f.
Other Benefit Programs. Mr. Moline is eligible to participate in the Company’s benefit plans that are applicable to other employees.
g.
Relocation Assistance. Mr. Moline was eligible for relocation to the Colorado Springs area pursuant to Company policy; however, he chose to work in the Company's Reston, Virginia office and did not relocate to Colorado Springs.
    
2.
Termination of Employment. In the event that the Company terminates Mr. Moline’s 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.

The foregoing description of the terms of the Moline Letter 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.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
 
10.01
 
Moline Letter Agreement dated August 25, 2015 between Vectrus, Inc. and Mr. Moline
 
 
 









































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: April 3, 2017
VECTRUS, INC.
 
By:
/s/ Kathryn S. Lamping
 
Its:
Assistant Secretary
























EXHIBIT INDEX
 
 
 
 
Exhibit No.
 
Description
 
 
 
 
10.01
 
Moline Letter Agreement dated August 25, 2015 between Vectrus, Inc. and Mr. Moline
 
 
 

 



 


 


 


 
Benefits at a Glance for Management Benefitted Employees Here’s a quick review of the total benefits provided to you as a Management Benefitted employee of Vectrus. BENEFIT . . . WHAT IT PROVIDES . . . Vectrus 401(k) Plan Income for retirement Medical Plans Domestic and International Plans Dental Plan Domestic and International Plans Vision Plan Domestic and International Plans Flexible Spending Account Plan (FSA) Option to pay for certain predictable health care or dependent care expenses with pre-tax dollars Short Term Disability Plan Company paid disability income continuation for up to 25 weeks Long Term Disability Plan Voluntary disability plan to provide income continuation beyond 26 weeks Life Insurance Plan Life Insurance equal to one times your annual base pay Voluntary Life and Accident Insurance Plan Additional Life and Accident insurance for you and your family Everyone’s Assistance Program This benefit provides an array of services for you and your immediate family to support your day to day life Business Travel Accident Plan Additional accident insurance for you when you travel for the Company Other Voluntary Plans Domestic employees are offered Other Voluntary plans: Allstate Cancer and Specified Diseases, Colonial Accident and Colonial Hospital Confinement Paid Time Off (PTO) Time off with pay to use for personal, sick or vacation Holiday 12 paid Holidays per year


 
Following is a closer look at each of the plans. . . Your Benefits (Closer Up) Each of Vectrus benefit plans serves a unique purpose-whether it’s to provide comprehensive health care coverage, income for retirement, or simply time off with pay... Investment and Savings Plan - 401(k) These are some of the highlights: • You can contribute up to 70% (subject to IRS limitations) of your base pay to the plan - on a pre-tax and/or Roth post tax basis. Another option within the plan will allow you to contribute up to 25% of your base pay in an after-tax source. If you are at least age 50, you can also elect to make catch-up contributions in accordance with IRS guidelines. • Vectrus offers a competitive match under the 401(k) plan. • You direct your contributions and Company contributions made on your behalf to one or more of the Prudential investment options. • You are immediately 100% vested in the Company monies. • You can change your own contribution amounts, reallocate your account balances, borrow from your account, or make withdrawals from your account while working for Vectrus. • The Plan accepts rollovers of account balances from another employer’s qualified pension or savings plan.


 
Medical Plans These are some highlights: Domestic: • Employees are offered three medical plans through Cigna, High PPO, Low PPO and the High Deductible Health Plan with a Health Savings Account option. International: • Employees are offered three medical plans through Cigna Global. OAP Management Plan, OAP Catastrophic Plan and the Short Term Abroad Plan (employee coverage only). Vectrus does require all international employees to elect one of the Vectrus medical plans. ------------------------------------------------------------------------------------------------------------ • Both Domestic and International employees share a portion of the cost of coverage with Vectrus. Domestic contributions are deducted from your paycheck on a pre-tax basis. Dental Plan These are some highlights: Domestic: • Employees are offered a comprehensive dental plan through Delta Dental of Colorado International: • Employees are offered a comprehensive dental plan through Aetna Global. The plan provides coverage for the employee working internationally and dependent coverage regardless if they are with the employee or staying in the United States. ------------------------------------------------------------------------------------------------------------ • Both Domestic and International employees share a portion of the cost of coverage with Vectrus. Domestic contributions are deducted from your paycheck on a pre-tax basis.


 
Vision Plan These are some highlights: Domestic: • EyeMed provides two plans of coverage for eye exams, frames, lenses and contact lenses are covered, plus there is a discount for laser surgery. International: • Cigna Global medical plan provides vision coverage within the medical plan so the coverage is automatic when you elect your medical plan. Flexible Spending Account Plan (FSA) These are some highlights: • The FSA affords you the opportunity to use tax-free dollars to pay for many health care and dependent care expenses. • Health Care annual limit is $2,550 with Dependent Care annual limit at $5,000 for 2015 • The Health Care Spending Account lets you use money you have set aside to pay for health care expenses for you and your eligible dependents that aren’t paid for by other health plans. • The Dependent Care Spending Account lets you use money you have set aside to reimburse yourself for eligible dependent care expenses that are necessary in order for you to work and, if you are married, for your spouse either to work or be a full- time student, or if your spouse is totally disabled. • Allowable expenses are defined by IRS regulations and, if you do not use the money you have set aside for charges incurred in the plan year, you lose it. You must plan carefully. (For example, you must use money set aside in 2015 for charges incurred from January 1, 2015 – December 31, 2015.)


 
Short Term Disability Plan (STD) These are some highlights: • You receive a portion of your regular pay if you’re disabled by a sickness or accident that is not covered by workers’ compensations benefits, offset by state disability benefits, where applicable. • The amount you receive depends on your years of service. • Benefits can continue for a maximum of 25 weeks. • Vectrus pays the full cost of coverage. Long Term Disability Plan (LTD) These are some highlights: • LTD is an employee elective plan. LTD will generally pick up where Short Term Disability benefits end (typically, after 26 weeks of disability) if elected. • Benefits can continue for as long as you remain disabled under the terms of the Plan up until you reach age 65. • You pay the full cost of coverage through automatic payroll deductions. • If you qualify, you receive up to 60% of your base pay (to a maximum benefit of $9,000 per month), offset by any Social Security Disability benefits received by you or your family on your behalf.


 
Life Insurance Plan These are some highlights: • Your coverage is equal to one times your annual base pay, rounded to the next higher $1,000 if not already an even $1,000 multiple. • Vectrus pays the full cost of coverage. • Your coverage automatically includes AD&D (Accidental Death and Dismemberment) coverage, also equal to one times your annual base pay to a maximum of $120,000. Voluntary Life Insurance Plan These are some highlights: • Domestic and International employees are offered Voluntary Life Insurance plans that allow for employee coverage as well as spouse and child(ren) coverage. • You pay the full cost of coverage through automatic payroll deductions. Voluntary Accident Insurance Plan These are some highlights: • The Plan is completely voluntary. It provides 24-hour, year-round coverage for you (or your dependent) if you die or are severely injured* - whether or not you’re conducting Vectrus business. *See plan document for War Risk Exclusions* • In general, you can select coverage from amounts of $10,000 to $500,000 in multiples of $10,000. • You can also select coverage for your spouse and children. • You pay the full cost of coverage through automatic payroll deductions.


 
Employee Assistance Program (EAP) These are some highlights: • Domestic and International employees have EAP coverage. • Coverage is 24/7 for employees and household members and dependents that you financially support. • Face to Face visits with a counselor • Day to Day support o Relationship issues o Debt Management o Legal Concerns o Behavioral problems o Stress o Grief o Trauma Business Travel Accident Plan These are some highlights: • Coverage is automatic. The Business Travel Accident Plan pays benefits to you (or your beneficiary) if you die or are severely injured while on Vectrus business anywhere in the world. • Vectrus pays the full cost of this coverage. Other Voluntary Plan – Domestic only Allstate Cancer and Specified Diseases Insurance • This plan is designed to help with unexpected expenses in the event the insured is diagnosed with cancer or one of the specified diseases listed in the brochure. The plan pays benefits directly to the insured and does not co-ordinate with the medical plan. Colonial Accident Insurance • This plan is designed to help with unexpected expenses related to accidents. The plan pays benefits directly to the insured and does not co-ordinate with the medical plan.


 
Colonial Hospital Confinement Insurance • This plan is designed to help with unexpected expenses should you be hospitalized, outpatient surgery and other out of pocket medical expenses. The plan pays benefits directly to the insured and does not co-ordinate with the medical plan. Paid Time Off Vectrus employees are entitled to an accrual of annual Paid Time Off, which is determined by one’s years of employment with the Company. Holidays The Holiday schedule may vary by location. Management Benefitted employees recognize 12 paid holidays per year. Important Note: As provided in all Vectrus benefit plans, the terms and conditions of the plan documents will govern, and while Vectrus expects to continue the plan or plans indefinitely, it reserves the right to change or discontinue the plan or plans at any time for some or all participants. 01/01/2015