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Section 1: 8-K (8-K)

Document

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): December 7, 2016

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 Mr. Hunzeker and his related resignation as Chief Executive Officer, President and a member of the Board of Directors (the “Board”) of Vectrus, Inc. (the “Company”), on December 7, 2016, the Company and Mr. Hunzeker entered into a Separation Agreement and Complete Release of Liability, dated December 7, 2016 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company and Mr. Hunzeker agreed that (i) his last day of active full-time employment with the Company will be December 5, 2016 (the “Separation Date”), (ii) the Company will continue to pay Mr. Hunzeker his present salary at the rate of Six Hundred Thousand Seventeen and 60/100 Dollars ($600,017.60) per year, payable in normal bi-weekly payments for the period from December 6, 2016 through December 5, 2018 (the “Severance Pay Period”), (iii) he will be paid for any accrued, unused paid time off (“PTO”), (iv) he will be eligible for consideration for a bonus for 2016 payable in 2017, and the bonus amount will be calculated based on the performance payout factor that is applied to the 2016 bonus pool, as determined by the Compensation and Personnel Committee of the Board, (v) a lump sum payment of $10,000 to assist with relocation expenses (e.g., moving and shipment of personal property from his Colorado Springs residence and early termination of contracts relating to his Colorado Springs residence), (vi) he will be eligible to continue participation in the Company’s medical, dental and vision plans through the Severance Pay Period, with the Company and Mr. Hunzeker continuing to share the monthly premium expense for such coverage through the Severance Pay Period, and the COBRA continuation period will run concurrently from the Separation Date, (vii) he will not be eligible to participate in any other Company benefit plans, policies, programs and arrangements following the Separation Date and his remaining rights in such plans, policies, programs and arrangements shall be governed by the terms thereof, (viii) his outstanding equity awards will be treated in accordance with the terms of the applicable plan and award agreements and (ix) he will be available upon reasonable notice during the Severance Pay Period to provide services to the Company in line with his prior Chief Executive Officer responsibilities.

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 Mr. Hunzeker, could require him to return any severance payments, bonus payment and relocation assistance payment made to him and pay any legal fees incurred by the Company to recover such payments. 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.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.     Description
10.01
Separation Agreement and Complete Release of Liability, dated December 7, 2016, between Vectrus, Inc. and Kenneth W. Hunzeker







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: December 8, 2016
VECTRUS, INC.
 
By:
/s/ Kathryn S. Lamping
 
Its:
Assistant Secretary


























EXHIBIT INDEX

Exhibit No.     Description
10.01
Separation Agreement and Complete Release of Liability, dated December 7, 2016, between Vectrus, Inc. and Kenneth L. Hunzeker



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Section 2: EX-10.01 (EXHIBIT 10.01)

vec8k12082016


 


 


 


 


 


 


 


 


 
/s/ Michele Tyler SVP, Chief Legal Officer December 7, 2016


 
Exhibit A – Summary of Benefit Programs 2016 and 2017 – 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 plan’s Summary Plan Description found at www.cbizesc.com/Vectrus Page | 1 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 2016. Should your Severance end in 2017, you will be eligible to review and elect medical coverage for 2017 during Open Enrollment. Open Enrollment for 2017 begins November 1 – 28, 2016. You will receive information in the mail. 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. Medical 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. You MUST elect COBRA to continue your coverage through the Severance period. 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 2016. Should your Severance end in 2017, you will be eligible to review and elect dental coverage for 2017 during Open Enrollment. Open Enrollment for 2017 begins November 1 – 28, 2016. You will receive information in the mail. 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. Dental 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. You MUST elect COBRA to continue your coverage through the Severance period. 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 2016. Should your Severance end in 2017, you will be eligible to review and elect vision coverage for 2017 during Open Enrollment. Open Enrollment for 2017 begins November 1 – 28, 2016. You will receive information in the mail. 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 Vision 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. You MUST elect COBRA to continue your coverage through the Severance period. 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**


 
Exhibit A – Summary of Benefit Programs 2016 and 2017 – 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 plan’s Summary Plan Description found at www.cbizesc.com/Vectrus Page | 2 Benefit Program Will I Remain Covered During Severance? What Do I Pay? When Does Coverage End? More Info/My Action Employer Provided Basic Life 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 Hanavan 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. Employer Provided Basic Accidental, Death and Dismemberment (AD&D) No N/A . Coverage ends on your last day of work. You may elect to convert this coverage to a personal policy. Contact Tracy Hanavan 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 MetLife GUL (Domestic Employees and Grand Fathered International Employees) Yes, as long as you elected coverage for 2016. Should your Severance end in 2017, you will be eligible to continue your 2016 elected coverage into 2017. 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 To continue while on Severance, you MUST elect COBRA to continue your coverage through the Severance period. 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 Voluntary Life with Cigna (International employees enrolled after June 2015) No N/A . Coverage ends on your last day of work. You may elect to convert this coverage to a personal policy. Contact Tracy Hanavan 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 2016 and 2017 – 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 plan’s Summary Plan Description found at www.cbizesc.com/Vectrus Page | 3 Benefit Program Will I Remain Covered During Severance? What Do I Pay? When Does Coverage End? More Info/My Action Voluntary Accidental Death & Dismemberment (AD&D) No N/A . Coverage ends on your last day of work. You may elect to convert this coverage to a personal policy. Contact Tracy Hanavan 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. 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 Hanavan 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 2016 and 2017 – 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 plan’s Summary Plan Description found at www.cbizesc.com/Vectrus Page | 4 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 coverage for 2016. Should your Severance end in 2017, you will NOT be eligible to elect Medical FSA in 2017. 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, 2016, 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. You MUST elect COBRA to continue your coverage through your Severance period. 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 No 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, 2016. Dependent Care FSA is not COBRA eligible.


 
Exhibit A – Summary of Benefit Programs 2016 and 2017 – 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 plan’s Summary Plan Description found at www.cbizesc.com/Vectrus Page | 5 Benefit Program Will I Remain Covered During Severance? What Do I Pay? When Does Coverage End?? More Info/My Action Transit and Parking Flexible Spending Account No Due to IRS rules, you may not contribute to the Transit and Parking Spending Accounts 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 Transit and Parking expense is incurred in order that you may work, even for another employer. You may submit claims until December 31, 2016. Transit and Parking FSA’s are 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 2016. Should your severance end in 2017 and you elect a High Deductible Health plan for 2017, you will be eligible to contribute to an HSA account through the end of your severance period, or COBRA period. 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 are always yours. If you continue to elect HDHP plan through COBRA, you will remain eligible to contribute to your HSA but will have to make after-tax contributions directly to the HSA bank. For questions about your HSA, please contact CIGNA at: 1-800-244-6224 VOYA Accident Insurance Hospital Confinement Critical Illness No N/A . Coverage ends on your last day of work. You may elect to convert this coverage to a personal policy. Contact Tracy Hanavan at 719-637-5828 to receive the conversion forms. You must submit the conversion forms to VOYA/Compass directly within 31 days of the coverage ending. VOYA/Compass: 1- 800-955-7736 for more information.


 
Exhibit A – Summary of Benefit Programs 2016 and 2017 – 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 plan’s Summary Plan Description found at www.cbizesc.com/Vectrus Page | 6 Benefit Program Will I Remain Covered During Severance? What Do I Pay? When Does Coverage End? More Info/My Action Vectrus 401(k) Plan No, 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 Yes, 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 or should you request a distribution from your account. 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 Vectrus 401(k) Distribution Yes, 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


 
Exhibit A – Summary of Benefit Programs 2016 and 2017 – 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 plan’s Summary Plan Description found at www.cbizesc.com/Vectrus Page | 7 Benefit Program Will I Remain Covered During Severance? What Do I Pay? When Does Coverage End? More Info/My Action **COBRA** The 18 month continuation COBRA coverage period will begin when your Severance Period begins and will continue through your Severance Period. For those COBRA eligible benefits, you may elect to continue under COBRA for the full 18 month continuation period. 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. **You MUST elect to continue your benefits through COBRA even though in most cases we will continue to withhold premiums from your severance check** 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


 
655 Space Center Drive Colorado Springs, CO 80915 719.637.4182 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, including those on whom Employee called on or who Employee solicited or with whom Employee became acquainted while engaged as an employee of the Company. 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. This prohibition does not extend to lawful disclosures made to any government administrative agency.


 
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