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): June 12, 2017

VECTRUS, INC.

(Exact name of Registrant as specified in its charter)

Indiana
0001-36341
38-3924636
(State or other jurisdiction of incorporation of 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






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 resignation of Rene J. Moline as Senior Vice President, Information Technology and Network Communication Services, on June 12, 2017, Vectrus Systems Corporation (the “Company”) and Mr. Moline entered into a Separation Agreement and Complete Release of Liability, dated June 12, 2017 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company and Mr. Moline agreed that (i) his last day of active full-time employment with the Company will be June 2, 2017, (ii) he will not be required to repay to the Company $132,360.65 (the “Net Amount”), which is the net amount of the lump-sum sign on payment of $200,000 paid to Mr. Moline on December 14, 2015 as provided in his offer of employment, (iii) he will be paid for any accrued, unused paid time off (“PTO”) and (iv) his outstanding equity awards will be treated in accordance with the terms of the applicable plan and award agreements.

In addition, the Separation Agreement provides that the termination of Mr. Moline’s obligation to repay the Net Amount is subject to certain conditions, which, if not complied with by Mr. Moline, could require him to repay to the Company the Net Amount and pay any legal fees incurred by the Company to recover such amount. The Separation Agreement, which is subject to a seven-day revocation period, also provides for a release of liabilities.

The foregoing description of the terms of the Separation Agreement is not complete and is subject to and qualified in its entirety by the terms of the Separation Agreement. A copy of the Separation 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
Separation Agreement and Complete Release of Liability, dated June 12, 2017, between Vectrus Systems Corporation and Rene J. 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:
June 12, 2017
VECTRUS, INC.
 
 
 
By:
/s/ Kathryn S. Lamping
 
 
Its:
Assistant Secretary
 



                

                                















































EXHIBIT INDEX

EXHIBITS

Exhibit
 
No.
Description
10.01
Separation Agreement and Complete Release of Liability, dated June 12, 2017, between Vectrus Systems Corporation and Rene J. Moline



























Exhibit 10.01


 


 


 


 


 


 


 
Exhibit A-RJM-2017 EXHIBIT A In consideration of the promises made by the Company to Employee in the Separation Agreement and Complete Release of Liability to which this Exhibit A is attached, Employee agrees to the following additional post-employment covenants: 1. Anti-Solicitation of Employees. For one year following Employee’s termination of employment, 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 her employment with the Company and/or to perform services of any kind for any other person, firm or corporation. This provision applies specifically to, but is not limited to, the individuals holding the following Information Technology & Network Communication Services positions as of May 22, 2017: Director of Supply Chain Operations, Director of Contracts, Director of Operations, Director Finance Business Partner and Director Human Resources Business Partner. 2. Anti-Solicitation of Customers and Clients. For one year following Employee’s termination of employment, 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 on whom Employee called or who Employee solicited or with whom Employee became acquainted while engaged as an employee of the Company. 3. Non-Competition. For one year following Employee’s termination of employment, 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. This covenant specifically includes any entity that will or may compete with the Company on the re-competition of any of the Company’s existing programs and any of the new business opportunities identified in the Company’s business development Pipeline document dated May 2, 2017. 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.