Indiana
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0001-36341
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38-3924636
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(State or other jurisdiction of incorporation of organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. Hathaway’s initial base salary was $365,019.20.
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b.
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Cash Sign-on Payment. Mr. Hathaway received a cash sign-on payment (as recognition of the annual bonus that he forfeited at his then-current employer) of $130,000, subject to repayment (net of taxes) if Mr. Hathaway voluntarily terminated his employment within one year of his start date.
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c.
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Restricted Stock Units. Mr. Hathaway received an award of restricted stock units (“RSUs”) valued at $60,000, which was intended to replace equity at his then-current employer, which was scheduled to vest in 2018. The RSUs were granted five business days following his date of hire and will vest in one-third annual installments on the first, second and third anniversaries of the grant date.
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d.
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2017 Target Annual Incentive. Mr. Hathaway is eligible to participate in the Company’s Annual Incentive Plan with a target award of 55% of his annual base salary, starting in 2017. For 2017, the award was prorated based on the number of months worked in 2017.
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e.
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Additional Cash Payment. Mr. Hathaway received a lump sum payment of $50,000 structured over a two-year period. $25,000 was paid within one month of his date of hire and the remaining $25,000 was paid on or about his one year anniversary with the Company. The payment was subject to repayment (net of taxes) if Mr. Hathaway voluntarily terminated his employment within one year of his start date
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f.
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Long-Term Incentives. Mr. Hathaway is eligible to participate in the Company's Long-Term Incentive Award Program, subject to approval of his awards by the Compensation and Personnel Committee of the Board of Directors. For 2017, he was recommended for a total target award of $250,000, comprised of 50% in the form of a cash target related to relative total shareholder return (subject to a three-year performance period beginning January 1, 2017 through December 31, 2019), 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.
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g.
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Other Benefit Programs. Mr. Hathaway is eligible to participate in the Company’s benefit plans that are applicable to other employees.
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Exhibit No.
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Description
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10.1
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Date: March 14, 2019
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VECTRUS, INC.
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By:
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/s/ Kathryn S. Lamping
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Its:
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Deputy General Counsel
and Corporate Secretary
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