Attached files
| file | filename |
|---|---|
| EX-10.01 - EXHIBIT 10.01 - Vectrus, Inc. | vec8k1192018ex1001.htm |
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): November 5, 2018
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.) |
2424 Garden of the Gods Road, Suite 300, Building E
Colorado Springs, CO 80919
(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 Michele L. Tyler as Chief Legal Officer and Corporate Secretary, on November 5, 2018, Vectrus Systems Corporation (the “Company”) and Ms. Tyler entered into a Separation Agreement and Complete Release of Liability, dated November 5, 2018 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company and Ms. Tyler agreed that (i) her last day of active full-time employment as a Senior Vice President with the Company will be January 2, 2019 (the “Separation Date”), (ii) during the period October 15, 2018 through the Separation Date, she will continue employment in support of the realignment of roles and responsibilities within the legal function, ensuring a smooth transition, (iii) the Company will continue to pay Ms. Tyler her present salary at the rate of $335,004.80 per year, payable in normal bi-weekly payments for the period from January 3, 2019 through July 2, 2020 (the “Severance Pay Period”), (iv) she will be paid for any accrued, unused paid time off (“PTO”), (v) she will be eligible for full bonus consideration for twelve months of active service during 2018, (vi) she will be eligible to continue participation in the Company’s medical, dental and vision plans through the Severance Pay Period, with the Company and Ms. Tyler continuing to share the monthly premium expense for such coverage through the Severance Pay Period (subject to the Company’s Senior Executive Severance Pay Plan), and the COBRA continuation period will run concurrently from the Separation Date, (vii) she will not be eligible to participate in any other Company benefit plans, policies, programs and arrangements following the Separation Date, and her remaining rights in such plans, policies, programs and arrangements following the Separation Date shall be governed by the terms thereof, (viii) her outstanding equity awards will be treated in accordance with the terms of the applicable plan and award agreements, (ix) she will be eligible for Company-paid executive outplacement services for up to six months, and (x) she will be available upon reasonable notice to assist the Company in the defense of certain legal or administrative actions or proceedings, at the Company’s request, at the rate of $161.06 per hour.
In addition, the Separation Agreement generally provides that the obligations of the Company described above are subject to certain conditions, which, if not complied with by Ms. Tyler, could require her to return any severance payments and any bonus payment made to her and pay any legal fees incurred by the Company to recover such payments. The Separation Agreement 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.
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: November 9, 2018 | VECTRUS, INC. | |
By: | /s/ Kathryn S. Lamping | |
Its: | Deputy General Counsel & Corporate Secretary | |