vec8k1192018ex1001






                                                  Exhibit 10.01                 SEPARATION AGREEMENT AND               COMPLETE RELEASE OF LIABILITY        Michele L. Tyler and VECTRUS SYSTEMS CORPORATION have reached  the following Agreement. In this Agreement, "Employee" refers to Michele L. Tyler  and "Company" refers to V�CTRUS SYSTEMS CORPORATION and VECTRUS,  INC., its parent, and all of their affiliatesand  subsidiaries.       1. Transition Services. During the period October 15, 2018 through January2,  2019, Employee will continue employment in support of the realignment  of roles and responsibilities within the legal function, ensuring a smooth transition.       2. Benefits. The Company agrees with Employee as follows:        A. Employee's activeemployment  with the Company will cease at 11 :59 p.m. MT on January 2, 2019 (also referred to as the "Last Day Workedn). The partiesstipulate that  Employee's employment is being terminatedby  the Company  due to a functional reorganization, and that, subject to the terms of this Agreement,  Employee is entitled to severance payments and benefitspursuant  to the terms of  the Company's Senior Executive Severance Pay Plan, as amended and restated  as of November 9, 2016 (the "Severance Pay Plan"), which are described in detail   below. A copy of the Severance Pay Plan is attached as Exhibit B. To the extent  of any inconsistency between the Severance Pay Plan and the Agreement, the  Severance Pay Plan shall control.         B. Subject to Paragraph 3, for the period beginning January 3, 2019  through the earlier of (I) July 2, 2020 and (ii) the date Employee first engages in   any Disqualifying Conduct (as defined in Paragraph 16) (such date referred to   hereinafter as the "Severance End Date"), the Company shall continue to pay   Employee his/her present base salaryat  the rate of $335,004.80 (three hundred   thirty five thousand, four dollars and eighty cents) per year, paid in normal bi­  weekly payments ("Severance Pay") pursuant to the Company's normal payroll  





 






procedures. The period stipulated above includes all applicable notice periods.  Subject to Paragraph 3, Severance Pay will commence within 60 days following  the Last Day Worked.          C. Subject to Paragraph 6 of the Severance Pay Plan, Employee shall be eligible to continue participation in the Company's medical, dental and vision  plans through the Severance End Date, and the COBRA continuation period will  run concurrently from your" Last Day Worked. Subject to the terms of the  Severance Pay Plan (as amended and restated as of November 9, 2016),  the  Company and Employee will continue to share the monthly premium  expense for  such medical, dental and vision coverage through the Severance End Date per the ·  applicable plan year's contribution strategy, as approved on an annual basis. For  the avoidance of doubt, Employee will not be eligible to participate in any other  Company benefit plans, policies, programs, and arrangements, including without  limitation, any Company tax qualified retirement plans, non-qualified retirement  plans, deferred compensation plans, and incentive plans (stock and cash)  following the Last Day Worked and Employee's remaining rights under such plans,  policies, programs and arrangements shall be governed by the terms thereof and  as referenced in Exhibit C, attached.           D. Employee understands that the Company will deduct from all amounts provided for in this Agreement, federal, state and local withholding taxes  and other deductions the Company is required by law to make from payments to  employees. Afterthe  Last Day Worked,  Employee understands that he/she is not  entitled to any compensation or benefits or any other payment from the Company,  Including but not limited to any severance pay, commissions, termination  allowance, notice pay or similar pay or allowance, other than as specifically  provided in this Agreement.           E. Employee will receive a lump sum payment for any accrued, unused Paid Time Off(PTO)  as of January 2, 2019. PTO will be paid as a lump sum in  the first  payroll following the Last Day Worked even if this Agreement is not  





 






executed by Employee. Payment for PTO, if any, will not count for any purpose  under any employee benefit plan. Employee will not continue to accrue PTO  during the Severance Pay period.           F. Employee will be eligible for full bonus consideration for twelve months of active service during performance year 2016, subject to the discretion  of the Compensation and Personnel Committee of the Vectrus Board of Directors.           G. Employee will receive Company-paid executive outplacement  services for a period up to six months to commence at the employee's discretion  but no later than February1 , 2019.           H. Except as expressly stated in this Agreement, Company will not be  responsible for any other business expenses incurred by Employee after the  Employee's Last Day Worked, except as provided in Paragraph 13.        3. Payments.  Payment of the amounts described in Paragraphs 2(8),   2(C), 2(F) and 2(G) is contingent upon Employee executing this Agreement not  later than twenty-one (21) days after the receipt of the Agreement and Employee   not revoking this Agreement within the seven (7) day period after It is executed,   Employee executing the Supplemental Release within 10 days after the Last Day   Worked (as defined in 2(A) and not revoking Supplemental Release within the   seven (7) day period after it is executed, and Employee complying with the terms   of this Agreement. Employee agrees that the payments and benefits described in   Paragraphs 2(8), 2(C), 2(F) and 2(G) are more than the Company is required to   provide under its normal policies and procedures or by law.        4. Officership Resignation. Employee will resign as Chief Legal Officer   and Corporate Secretaryof  Vectrus, Inc. and Vectrus Systems Corporation and as   a director or officer of any subsidiary or affiliate of Vectrus,. Inc. and Vectrus   Systems Corporation effective October 14, 2018. Employee will remain a Senior   Vice President of Vectrus, Inc. and Vectrus Systems Corporation through the   transition period, ending January 2, 2019.       





 






     5. Long-Tenn Incentive Awards. The treatment of any outstanding .  equity awards granted to Employee will be treated in accordance with the terms  and conditions of each award agreement and the terms of the applicable plan.  Employee must seek written approval from the Company prior to entering into any  transaction involving Vectrus securities, including the purchase or sale of any  Vectrus stock. Employee will no longer be subject to the requirement for prior  approval before the purchase or sale of Vectrusstock  after the later of six months  following the Last Day Worked or the last day that any services are performedfor   the Company. Employee Is also subject to the securities laws and Vectrus' "insider  trading" policies in respect of any transaction Employee effectswhile  In possession  of material non-public informationregarding  Vectrus stock.       6. Complete Release. Employee understands that all or part of his/her job  duties may be assigned to another person or personswho  are less than forty years  old or younger than Employee. Employee agrees to release the Company, any  company that is or was directly or Indirectly the parent or subsidiaryof,  related to  or affiliated with the Company, any Company benefit plans and the employees,  administrators, fiduciaries, agents, officers and directors of any of them, and any  predecessors, successors or assigns (the "Released Parties"), from all claims or  demands Employee may have arising out of or relating to Employee's employment  with the Company or the termination of that employment. This includes, but is not  limited to, a release of any rights or claims Employee may have under the Age  Discrimination in Employment Act of 1967, which prohibits age discrimination in  employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination  in employment based on race, color, national origin, religion or sex; the Equal Pay  Act, which prohibits paying men and women unequal pay for equal work; the  Employee Retirement Income Security Act of 1974  or any other federal, state or  local laws, regulations or orders. This release also includes, but Is not limited to,  a release by Employee of any contractual or tort claims or other claims arising  under common law including, but not limited to, any claims for wrongful discharge.  





 






This release covers both claims that Employee knows about and those he/she may  not know about.        7. Speclal Release Notification. Paragraph 6 includes a release of all  claims under the Age Discrimination in Employment Act ("ADEA") and, therefore,  pursuant to the requirements of the ADEA, Employee acknowledges and  understands the following: (a) Employee has been advised that this release  includes, but is not limited to, ali claims under the ADEA arising up to and including  the date of execution of this release; (b) that Employee has been advised to consult  with an attorney and/or other advisor of his/her choosing concerning Employee's  rights and obligations under this release; (c) that Employee has been advised to  consider fully this release before executing it and that Employee's release and  waiver of any claim under the ADEA is knowing and voluntary; (d) that Employee  has been offered ample time and opportunity, in excess of twenty-one (21)  calendar days, to do so; (e) that Employee may revoke this release within the  seven (7) calendar day period following Employee's execution of the Agreement,  if Employee delivers written notice of revocation to: Frank Peloso, Chief Human  Resources Officer, Vectrus Systems Corporation, 2424 Garden of the Gods Road,  Colorado Springs, Colorado 80919; and (f) that this release shall become effective  and enforceable on the eighth calendar day following execution of it, so long as it  has not been revoked.        8. Reporting. Employee agrees that· he/she has disclosed to the  Company all known issues, concernsor  complaints regarding any legal, regulatory  or compliance requirement of the Company.        9. Confidentiality. Employee promises not to disclose the contents of this  Agreement to anyone other than his/her immediate family, governmentalagencies   or courts or to attorneys, counselors or agents retained by Employee for the  purpose of assisting or counseling him/her with respect to this Agreement. If  Employee discloses the contents of this Agreement to any personas  permitted      





 






above, he/she shall also use his/her best efforts to prevent all such persons from  disclosing the contents of this Agreement.        10. Non-Admission  of Llablllty. This Agreement is made solely to  facilitate an arrangement reached by the Company with the Employee. This  Agreement should not be construed as an admission by the Company of any  wrongdoing.        11. Excluslons from Employee's Release. This Agreement does not  waive or release claims with respect to any rights Employee may have to file a  claim or charge with any government-administrative agency, to claims that cannot  lawfully be released, or to any future rights or claims that Employee may have that  arise after the date the Employee signs this Agreement; provided that by executing  and not revoking the Supplemental Release, Employee shall be waiving and  releasing clams that Employee may have otherwise had that arise between the  date Employee  signs this Agreement and the date Employee signs the  Supplemental Release. In addition, this release does not preclude Employee from  enforcing the terms of this Agreement or from (a) claims for unemployment  compensation, workers' compensation, or any disability benefits pursuant to the  terms of applicable law claims, (b) indemnity under the bylaws of the Company, as  provided for by appliable law or under any applicable insurance policy with respect  to Employee's liability as an employee, director or officer of the Company, (c)  Employee's right to communicate or cooperate with any government agency, (d)  any rights to pension or any other benefits for which Employee may be eligible  under the terms of applicable Company benefit plans, Including under the  Consolidated Omnibus Budget Reconcilliation Act (COBRA), or (e) reporting  possible violations of federal law or regulation to any United States governmental  agency or entity in accordance with the provisions of and rules promulgated under  Section 21F of the Securities Exchange Act of 1934 or Section 806 of the  Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of  state or federal law or regulation (including the right to receive an award for  





 






information provided to any such government agencies), and Employee  acknowledges that he/she will not be held criminally or civilly liable for (i) the  disclosure of confidentialor  proprietaryi nformation that is made in confidenceto  a  government official or to an attorney solely for the purpose of reporting or  Investigating a suspected violation of law, or (Ii) disclosure of confidential or  proprietary Information that is made In a complaint or other document filed in a  lawsuit or other proceeding under seal or pursuant to court order.        12. Encouragement to Consult with Attorney. Employee is advised to  consult with an attorney before signing this Agreement. Fees associated with such  legal consultation are the responsibility of Employee.        13. Assistance In the Defense of Claims. Employee agrees, upon  reasonable notice from the Company, to provide reasonable assistance to the  Company in the defense of any legal or administrative action or proceeding now  pending or which later may be filed by or against the Company or by or against  any affiliated or related companies or any of their officers, directors or employees.  Company  will not request or demand that Employee provide any legal advice,  conduct any legal services, or to substantially participate in the defense or  prosecution of any matter, other than as a fact witness. In any case, Company will  pay Employee at her current rate of $161.06 per hour for time worked and will  reimburse employee for reasonable expenses incurred in accordance with the  existing Company policy.        14. Company  Property. Employee shall return any and all Company  property within his/her possession or control to the Company upon request by the  Company.        15. Notification to the Company. If any claim or demand is made to  legally compel the Employee to disclose the terms and conditions of this  Agreement, the Employee will promptly notify Frank Peloso, Chief Human  Resources Officer, of such claim or demand so that the Company may take such  action as It deems appropriate.      





 






      16. Dlsquallfylng Conduct. If, during the period Employee is receiving  Severance Pay, the Employee, in any material way: (i) breaches the terms of this  Agreement (including Exhibit D); (ii) fails to comply with any Company Covenant  Against Disclosure and Assignment of Rights to Intellectual Property executed by  Employee  or improperly utilizes the Company's confidential or proprietary  information; (iii) without the Company's prior written consent, directly or indirectly  induces any employee of the Company to leave the Company employment; or (iv)  fails to comply with applicable provisions of the Vectrus, Inc. Code of Corporate  Conduct or applicable Company policies (collectively, "Disqualifying Conducr)  then the Company will have no further obligation to provide Severance Pay, make  any payments described in Paragraph 2(8) and provide the benefits described in  Paragraph 2(C), to consider the Employee for a bonus for 2016 under Paragraph  2(F), or to continue outplacement services under Paragraph 2(G). Additionally, If  Employee engages in Disqualifying Conduct, Employee agrees that he/she will,  upon demand, return the severance pay described in Paragraph 2(8), and any  bonus paid under Paragraph 2(F). Additionally, in the event that Company has to  file suit or take other action to recover this payment, Employee will also be liable  to Company for the legal fees incurredb y Company.        17. Non-Disparagement. Employee agrees that he/she will not make or  engage in any disparaging remarks about Company, its employees, and/or its  customers. Employee also agrees that he/she will not have any communication of  any type with any of Company's current or former customers concerningCompany,   its employees, its work for the government or any aspect of Company's relationship  with the government.        18. Assignment. The rights and obligations of the Company under this  Agreement shall inure to the benefit of, and shall be binding upon, the heirs,  executors, successors and assigns of the Company. Employee's rights and  obligations are personal and may not be assigned or delegated without the  Company's written consent.  





 






      19. Choice of Law. This Agreement shall be governed by and interpreted  under the laws of the State of Colorado.        20. Covenant Against Disclosure, Anti-Sollcltatlona nd Non-Compete.  Employee agrees to the terms of Exhibit D, attached.        21. Entire Agreement. The Company has used its best efforts to compose  this Agreement in a manner calculated to be readily understood by the Employee.  This Agreement, including Exhibits A, B, C and D, is the complete, entire and final  agreement between Employee and the Company concerning the subject matter  expressed herein and supersedes any other prior agreement in writing or   otherwise. This Agreement may not be modified or terminated except by a writing  signed by both parties. The Company has made no promises to Employee other  than those in this Agreement. Should any portion of this Agreement be ruled void  or unenforceable, such ruling will not affect the enforceability and effect of the   remaining provisions of this Agreement.        22. Compliance with IRC 409A. This Agreement is intended to comply   with I.R.C. Section 409A and will be interpreted in a manner intended to comply   with Section 409A. Each payment made under this Agreement shall be designated   as a "separate payment" within the meaning of Section 409A.   If, as of the Last Day Worked, Employee is a "specified employee" as defined in   Section 409A and the deferral of any other payment or commencement of any   other payments or benefits otherwise payable by the Company to Employee as a   result of Employee's separation of servi� is necessary in order to prevent any   acceleratedo r additional tax under Section 409A, then the Company will defer the   commencement of the payment of any such payments or benefits until the date   that is six months following the Last Day Worked.        23. Waiver. The parties may waive any provision in this Agreement only   by a writing executed by the partyor  parties against whom the waiver is sought to   be enforced. No failure or delay in exercising any right or remedy, or in requiring   the satisfaction of any condition under this Agreement, and no act, omission or       





 






course of dealing between the parties, operates as a waiver or estoppal of any  right,  remedy or condition.  A waiver made in writing on one occasion is effective  only in that instance and only for the purpose stated. A waiver once given is not  to be construed as a waiver on any future occasion or against any other person.    EMPLOYEE ACKNOWLEDGES THAT HE/SHE HAS READ THIS  AGREEMENT, HAS HAD THE OPPORTUNITY TO CONSULT WITH AN  ATTORNEY OF HIS/HER CHOICE, UNDERSTANDS IT AND IS  VOLUNTARILY ENTERING INTO IT.   PLEASE READ THIS AGREEMENT  CAREFULLY.   IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN  CLAIMS.   WITNESS                                EMPLOYEE / DATE                                                              -i'i                                                  '--                                        �-e.-r_l_o{__.,_/'-�-                                          Vectrus Systems Corporation                                         By:    A�.                                         Title: SY(? • �,H�D                                         Dated:   l\  /r/ \i'. 





 






                                                               EXHIBIT A        SUPPLEMENTAL COMPLETE RELEASE OF LIABILITY AGREEMENT     [TO BE SIGNED ON OR AFTER EMPLOYEE’S SEPARATION DATE. NOT                         VALID IF SIGNED EARLIER]         As required by and as material consideration for the Separation  Agreement and Complete Release of Liability (the “Agreement”), dated  ___________, 2018, entered into by and between Michele L. Tyler (the  “Employee”) and Vectrus Systems Corporation (the “Company”), Employee freely  and voluntarily agrees to enter into and be bound by this Supplemental General  Release of Claims Agreement (the “Supplemental Release”).         I, Michele L. Tyler, hereby reaffirm all of my obligations and  representations in the Agreement, including but not limited to my release of  claims, as of the date below.  I understand that the Company and the other  Released Parties (as that term is defined in the Agreement), in providing me with  benefits under the Agreement, are relying on this Supplemental Release, and  that my eligibility and receipt of any benefits under the Agreement are  conditioned on my execution and non-revocation of the Supplemental Release  and my continued compliance with the Agreement.  The Employee may revoke  this release within the seven (7) calendar day period following the date it is  executed.   WITNESS                                   EMPLOYEE / DATE    _____________________________            _________________________                                            Michele L. Tyler                                             Dated:  ___________________    Tyler- Separation Agreement - October 2018/ny-1348221 v1 10/16/2018 03:24 PM  





 






                                                               EXHIBIT B                               VECTRUS, INC.                SENIOR EXECUTIVE SEVERANCE PAY PLAN                  (Amended and Restated as of November 9, 2016)   1. Purpose        The purpose of this Vectrus, Inc. Senior Executive Severance Pay Plan (the “Plan”), as  amended and restated,  is to assist in occupational transition by providing severance pay for  employees covered by the Plan whose employment is terminated under conditions set forth in the  Plan.         The Plan first became effective as of September 27, 2014 following the spin-off of  Vectrus, Inc. (“Vectrus”) from Exelis Inc. (“Exelis”) on September 27, 2014.  Exelis was spun off  from ITT Corporation (“ITT” and, together with Exelis, the “Predecessor Corporations”) on  October 31, 2011.  The Predecessor Corporations maintained similar plans prior to the respective  spin-offs (the “Predecessor Plans”), and the Plan was created to continue service accruals under  the Predecessor Plans.  The Plan shall remain in effect as provided in Section 12 hereof, and  Executives shall receive full credit for their service with the Predecessor Corporations as  provided in Section 4 hereof.   2. Covered Employees        Covered employees under the Plan (“Executives”) are full-time, active regular salaried  employees of Vectrus, and of any subsidiary company (each a “Vectrus Subsidiary”) (collectively  or individually as the context requires, the “Company”) who are either (a) in Band A and either  United States citizens or employed in the United States  immediately preceding the date the  Company selects as the Executive’s last day of active employment (“Scheduled Termination  Date”) or (b) selected by the Vectrus Compensation and Personnel Committee (the  “Committee”), but excluding any such employees who are party to individual agreements that  provide severance pay in situations where severance would be payable under the Plan.  As of the  date of the amendment and restatement of the Plan, Band A includes Senior Vice Presidents, but  it may be further defined by the Committee at any time.   3. Severance Pay Upon Termination of Employment        If the Company terminates an Executive’s employment, the Executive shall be provided  severance pay in accordance with, and subject to, the terms of the Plan except where the  Executive:           • is terminated for Cause (as defined below),          • accepts employment or refuses comparable employment with a purchaser as          provided in Section 8, “Divestiture,” or          • terminates his or her employment with the Company for any reason, or no reason,          prior to the Scheduled Termination Date. 





 






            For the avoidance of doubt, no severance pay will be provided under the Plan where the   Executive terminates employment by:                 • voluntarily resigning, or                       • failing to return from an approved leave of absence (including a medical leave of   absence).            No severance pay will be provided under the Plan upon any termination of employment   as a result of the Executive’s death or Disability (as defined below).            “Cause” shall mean the Executive’s (i) willful and continued failure to substantially   perform the Executive’s duties with the Company or to substantially follow and comply with the   specific and lawful directives of the Company or the Vectrus Board of Directors (the “Board”), as   reasonably determined by the Board (other than any such failure resulting from the Executive’s   incapacity due to physical or mental illness) after a written demand for substantial performance   that specifically identifies the manner in which the Board believes that the Executive has not   substantially performed his duties is delivered to the Executive by the Board; (ii) willful   commission of an act of fraud or dishonesty resulting in material economic or financial injury to   the Company; (iii) willful engagement in illegal conduct or gross misconduct, in either case   which is materially and demonstrably injurious to the Company; (iv) material breach of the terms   of any confidentiality, trade secret, non-solicitation, non-competition or similar Company  agreement or policy; or (v) conviction of, or plea of nolo contendere to, a felony or crime  involving moral turpitude.          “Disability” shall mean the complete and permanent inability of the Executive to  perform all of his or her duties under the terms of his or her employment, as determined by the  Company upon the basis of such evidence, including independent medical reports and data, as the  Company deems appropriate or necessary.    4. Schedule of Severance Pay          Except with respect to the Executives listed in Exhibit A, which is attached hereto and  incorporated as part of the Plan, severance pay will be provided in accordance with the following  schedule, which sets forth the aggregate amount of severance pay that will be paid to an  Executive.  Such aggregate amount of severance pay shall be equal to the Executive’s Base Pay  (as defined below) multiplied by the “Months of Base Pay” shown in the schedule below based  upon the Executive’s Years of Service as of the Scheduled Termination Date.  The severance pay  of the Executives listed in Exhibit A will be determined in accordance with Exhibit A.         





 






                Years of Service                       Months of Base Pay                Less than 4                                12                   4                                       13                   5                                       14                   6                                       15                   7                                       16                   8                                       17                9 or more                                  18            “Base Pay” shall mean the Executive’s annual base salary rate paid or in effect as of the   Scheduled Termination Date, divided by twelve (12).            “Years of Service” shall mean the total number of completed years of full-time  employment since the Executive’s  Vectrus system service date to the Scheduled Termination  Date, rounded to the nearest whole year; provided that, for the purposes of “Years of Service,”  service shall include years of service with the Predecessor Corporations; provided, however, that  any breaks in service during which the Executive was not employed by Vectrus or one of the  Predecessor Corporations shall not be counted. The Vectrus system service date is the date from  which employment in the Vectrus system is recognized beginning with the first date of  employment with the Company, unless the Executive was previously employed with ITT or  Exelis, in which case the Vectrus system service date shall mean the first date of employment  with (i) ITT (if applicable) or, if not previously employed by ITT, (ii) Exelis.              Notwithstanding anything contained herein to the contrary, in no event shall severance   pay exceed the equivalent of twice the Executive’s total annual compensation during the year   immediately preceding the Scheduled Termination Date.  For avoidance of doubt, the foregoing   limitation shall apply to all Executives, including those listed on Exhibit A.            For the avoidance of doubt, all prior full-time employment by an Executive with the   Predecessor Corporations shall be credited in full when determining an Executive’s Years of   Service.      5. Form of Payment of Severance Pay            Severance pay shall be paid in the form of equal periodic payments according to Vectrus’   regular payroll schedule. Severance pay will commence within 60 days following the Scheduled   Termination Date; provided, that, to the extent such 60-day period begins in one calendar year   and ends in another, any payment scheduled to occur during the first 60 days following the   Scheduled Termination Date shall not be paid until the first regularly scheduled pay date in the   latter calendar year, and such first payment shall include all amounts that were otherwise   scheduled to be paid prior thereto.            In the event of an Executive’s death during the period the Executive is receiving   severance pay, the amount of severance pay remaining shall be paid in a discounted lump sum to   the Executive’s spouse or to such other beneficiary or beneficiaries designated by the Executive   in writing, or, if the Executive is not married and failing such designation, to the estate of the   Executive. Any discounted lump sum paid under the Plan shall be equal to the present value of       





 






      the remaining periodic payments of severance pay as determined by Vectrus using an interest rate   equal to the prime rate at Citibank or other entity designated by Vectrus in effect on the date of   the Executive’s death.           If an Executive is receiving severance pay, the Executive must continue to be available to  render to the Company reasonable assistance, consistent with the Executive’s prior position with  the Company, at times and locations that are mutually acceptable. In requesting such services, the  Company will take into account any other commitments which the Executive may have. After the  Scheduled Termination Date and normal wind up of the Executive’s former duties, the Executive  will not be required to perform any regular services for the Company. In the event the Executive  secures other employment during the period the Executive is receiving severance pay, the  Executive must promptly notify the Company.           Severance pay will permanently cease if an Executive is rehired by the Company.      6. Benefits During Severance Pay            As long as an Executive is receiving severance pay, except as provided in this Section or   in Section 7, the Executive will be eligible for continued participation in those Company   employee benefit plans that are COBRA eligible, and coverage will run concurrently through the   COBRA period.  The Company and the Executive will continue to share the monthly premium   expense per the Plan Year’s contribution strategy approved on an annual basis.  For the avoidance   of doubt, an Executive will not be eligible to participate in any other Company benefit plans,   policies, programs, and arrangements, including without limitation, any Company tax qualified   retirement plans, non-qualified retirement plans, deferred compensation plans, and incentive   plans (stock and cash).            If, for any reason at any time, the Company (i) is unable to treat the Executive as being   eligible for ongoing participation in any Company benefit plans or policies in existence   immediately prior to the termination of employment of the Executive, and if, as a result thereof,   the Executive does not receive a benefit  or receives a reduced benefit , or (ii) determines that   ongoing participation in any such Company benefit plans or policies would result in a violation of   the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as   amended (the “Code”) or any other Code section, statute or regulation of similar effect (including   but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010   Health Care and Education Reconciliation Act), the Company shall provide such benefits  by   making available equivalent benefits from other sources in a manner consistent with Section 15   below.        7. Excluded Compensation and Benefit Plans, Policies, Programs and Arrangements            The period during which an Executive is receiving severance pay does not count as   service for the purpose of any compensation or benefit plan, policy, program or arrangement,   including any equity or cash incentive award plan or program unless otherwise expressly   provided in plan and/or award documents previously approved by the Board or the Committee.                                 





 






        8. Divestiture          If a Vectrus Subsidiary or business unit or service line of Vectrus or a portion thereof at  which an Executive is employed is sold or divested and if (i) the Executive accepts employment  or continued employment with the purchaser or an affiliate of the purchaser (or, in the case of a  divestiture without a purchaser, such as a spin off, accepts employment or continued employment  with the divested entity), or (ii) refuses employment or continued employment with the purchaser  or an affiliate of the purchaser (or divested entity, as applicable) on terms and conditions  substantially comparable to those in effect immediately preceding the sale or divestiture, the  Executive shall not be provided severance pay under the Plan. The provisions of this Section 8  apply to divestitures accomplished through sales (or other divestiture) of assets or through sales  (or other divestiture) of corporate or other entities.    9. Disqualifying Conduct          If during the period an Executive is receiving severance pay, the Executive (i) engages in  any activity which is inimical to the best interests of the Company; (ii) disparages the Company;  (iii) fails to comply with any Company Covenant Against Disclosure and Assignment of Rights  to Intellectual Property; (iv) without the Company’s prior consent, induces any employees of the  Company to leave their Company employment; (v) without the Company’s prior consent,  engages in, becomes affiliated with, or becomes employed by any business competitive with the  Company; or (vi) fails to comply with applicable provisions of the Vectrus Code of Conduct or  applicable Vectrus Corporate Policies, then the Company will have no further obligation to  provide severance pay.      10. Release          The Company shall not be required to make or continue any severance payments under  the Plan unless (i) the Executive executes and delivers to Vectrus within 50 days following the  Scheduled Termination Date, a release, satisfactory to Vectrus, in which the Executive discharges  and releases the Company and the Company’s affiliates, successors, directors, officers,  employees and employee benefit plans from all claims (with certain exceptions, including  exceptions for claims for benefits to which Executive is entitled under any Company employee  benefit plan) arising out of Executive’s employment or termination of employment, and (ii) such  release is not revoked by the Executive within the seven-day statutory revocation period  following the date the release is executed by the Executive.    11. Administration of Plan          The Plan shall be administered by Vectrus, which shall have the exclusive right to  interpret the Plan, adopt any rules and regulations for carrying out the Plan as may be appropriate  and decide any and all matters arising under the Plan, including but not limited to the right to  determine appeals. Subject to applicable Federal and state law, all interpretations and decisions  by Vectrus shall be final, conclusive and binding on all parties affected thereby.        





 






          Any employee or other person who believes he or she is entitled to any payment under  the Plan may submit a claim in writing to the Plan’s administrator (in accordance with Section  17) within ninety (90) days after the earlier of (i) the date the claimant learned the amount of their  severance benefits under the Plan or (ii) the date the claimant learned that he or she will not be  entitled to any benefits under the Plan. If the claim is denied (in full or in part), the claimant will  be provided a written notice explaining the specific reasons for the denial and referring to the  provisions of the Plan on which the denial is based. The notice will also describe any material or  information necessary for the claimant to perfect the claim, and an explanation of why such  material or information is necessary, and an explanation of the Plan’s procedures (and time  limits) for appealing the denial, including a statement of the claimant’s right to bring a civil  action under Section 502(a) of ERISA following an adverse benefit determination on appeal. The  denial notice will be provided within ninety (90) days after the claim is received. If special  circumstances require an extension of time (up to ninety (90) days), written notice of the  extension will be given within the initial ninety (90) day period. This notice of extension will  indicate the special circumstances requiring the extension of time and the date by which the  administrator expects to render its decision on the claim.          If the claimant’s claim is denied, the claimant (or his or her authorized representative)  may apply in writing to the administrator for a review of the decision denying the claim. Review  must be requested within sixty (60) days following the date the claimant received the written  notice of their claim denial or else the claimant loses the right to review. The claimant (or  representative) then has the right to review and obtain copies of all documents and other  information relevant to the claim, upon request and at no charge, and to submit issues and  comments (as well as documents, records and other information related to the claim) in writing.  The administrator will provide written notice of its decision on review within sixty (60) days after  it receives a review request. If additional time (up to sixty (60) days) is needed to review the  request, the claimant (or representative) will be given written notice of the reason for the delay.  This notice of extension will indicate the special circumstances requiring the extension of time  and the date by which the administrator expects to render its decision.          If the claim is denied (in full or in part), the claimant will be provided a written notice  explaining the specific reasons for the denial and referring to the provisions of the Plan on which  the denial is based. The notice will also include a statement that the claimant will be provided,  upon request and free of charge, reasonable access to, and copies of, all documents and other  information relevant to the claim and a statement regarding the claimant’s right to bring an action  under Section 502(a) of ERISA.    12. Termination or Amendment          The Board or the Committee may terminate or amend the Plan (“Plan Change”) at any  time except that no such Plan Change may reduce or adversely affect severance pay for any  Executive whose employment terminates on or before the effective date of such Plan Change,  provided that the Executive was either receiving or entitled to receive severance pay under the  Plan on the date of such Plan Change.              





 






      13. Offset            Any severance pay provided to an Executive under the Plan shall be offset, to the extent   consistent with Section 15, by reducing such severance pay by any severance pay, salary   continuation, termination pay or similar pay or allowance which Executive receives or is entitled  to receive (i) under any other Company plan, policy practice, program, arrangement; (ii) pursuant  to any employment agreement or other agreement with the Company; or (iii) by virtue of any law,  custom or practice.    14. Miscellaneous           Except as provided in the Plan, the Executive shall not be entitled to any notice of  termination or pay in lieu thereof.           In cases where severance pay is provided under the Plan, pay in lieu of any unused  current year paid time off accrual will be paid to the Executive in a lump sum within 30 days after  the date of the Executive’s Scheduled Termination Date.           Severance pay and benefits under the Plan are paid for entirely by the Company from its  general assets and represent an unfunded and unsecured obligation of the Company.  An  Executive’s right to severance pay or benefits under the Plan may not be sold, assigned,  transferred, pledged, encumbered or otherwise alienated, hypothecated or disposed of, other than  in accordance with the second paragraph of section 5.            The Plan is not a contract of employment, does not guarantee the Executive employment   for any specified period and does not limit the right of the Company to terminate the employment   of the Executive at any time.            The section headings contained in the Plan are included solely for convenience of   reference and shall not in any way affect the meaning of any provision of the Plan      15. Section 409A            The Plan is intended to comply with Section 409A of the Code (or an applicable   exemption therefrom) and will be interpreted in a manner consistent with such intent.   Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination   of employment with the Company the Executive is a “specified employee” as defined in Section   409A of the Code (and any related regulations or other pronouncements thereunder) and the   deferral of the commencement of any payments or benefits otherwise payable hereunder as a   result of such termination of employment is necessary in order to prevent any accelerated or   additional tax under Section 409A of the Code, then the Company will defer the commencement   of the payment of any such payments or benefits hereunder (without any reduction in such   payments or benefits ultimately paid or provided to the Executive) until a date that is six months   following the Executive’s termination of employment with the Company (or the earliest date as is   permitted under Section 409A of the Code), at which point all payments deferred pursuant to this   Section 15 shall be paid to the Executive in a lump sum and (ii) if any other payments of money   or other benefits due hereunder could cause the application of an accelerated or additional tax   under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will       





 






make such payment or other benefits compliant under Section 409A of the Code, or otherwise  such payment or other benefits shall be restructured, to the extent possible, in a manner,  determined by the Company, that does not cause such an accelerated or additional tax. To the  extent any reimbursements or in-kind benefits due under the Plan constitute “deferred  compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits  shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv), the terms of  which shall be deemed incorporated herein by reference. All payments to be made upon a  termination of employment that constitute deferred compensation under the Plan may only be  made upon a “separation from service” (as that term is used in Section 409A). Each payment  made under the Plan shall be designated as a “separate payment” within the meaning of Section  409A of the Code. The Company shall consult with Executives in good faith regarding the  implementation of the provisions of this section; provided that neither the Company nor any of its  employees or representatives shall have any liability to Executives with respect thereto.   16. Adoption Date and Amendments        The Plan was initially adopted by Vectrus on September 27, 2014 (“Adoption Date”) and  does not apply to any termination of employment which occurred or which was communicated to  an Executive prior to the Adoption Date.  The Plan was amended and restated on October 6, 2015  and again on November 9, 2016.    





 






   17. Additional Information  Plan Name:           Vectrus, Inc. Senior Executive Severance Pay Plan   Plan Sponsor:        Vectrus, Inc.                       655 Space Center Drive                       Colorado Springs, CO 80915   Employer Identification  Number:              38-3924636   Plan Year:           Vectrus' Fiscal                             Plan Administrator:  Vectrus, Inc.                       Attention: Administrator of the Vectrus, Inc. Senior Executive Severance                       Pay Plan                       655 Space Center Drive                       Colorado Springs, CO 80915                       (719) 591-3600  Agent for Service of Legal  Process:             Vectrus, Inc.                       Attention: Senior Vice President, Chief Legal Office & Corporate Secretary                       655 Space Center Drive                       Colorado Springs, CO 80915                       (719) 591-3600                       Service of process may also be made upon the Plan administrator.   Type of Plan         Employee Welfare Benefit Plan - Severance Pay Plan   Plan Costs           The cost of the Plan is paid by Vectrus, Inc.      18. Statement of ERISA Rights           As participants in the Plan, Executives have the following rights and protections under     the Employee Retirement Income Security Act of 1974, as amended (“ERISA”):               •  Executives may examine, without charge, at the Plan administrator’s office and                at other specified locations, such as worksites, all documents governing the plan,                including insurance contracts and a copy of the latest annual report (Form 5500                Series) filed by the plan with the U.S. Department of Labor and available at the                Public Disclosure Room of the Employee Benefits Security Administration; and 





 






             •  Executives may obtain, upon written request to the Plan administrator, copies of             documents governing the operation of the Plan, including insurance contracts and             copies of the latest annual report (Form 5500 Series) and updated summary plan             description. The Plan administrator may make a reasonable charge for the copies.                In addition to creating rights for participants, ERISA imposes duties upon the people who  are responsible for the operation of the Plan. The people who operate the Plan (called  “fiduciaries”) have a duty to do so prudently and in the interests of Plan participants. No one,  including Vectrus or any other person, may fire a Plan participant or otherwise discriminate  against a Plan participant in any way to prevent the participant from obtaining a benefit under the  Plan or exercising rights under ERISA. If a claim for a severance benefit is denied, in whole or in  part, the person seeking benefits must receive a written explanation of the reason for the denial.  Plan participants have the right to have the denial of the claim reviewed. (The claim review  procedure is explained in Section 8 above.)          Under ERISA, there are steps Plan participants can take to enforce the above rights. For  instance, if a Plan participant requests materials and does not receive them within thirty (30) days,  the Participant may file suit in a federal court. In such a case, the court may require the  Administrator to provide the materials and to pay the Plan participant up to $110 a day until the  participant receives the materials, unless the materials were not sent because of reasons beyond  the control of the Administrator. If a Plan participant has a claim which is denied or ignored, in  whole or in part, the participant may file suit in a federal court. If it should happen that the  participant is discriminated against for asserting his or her rights, the participant may seek  assistance from the U.S. Department of Labor, or the participant may file suit in a federal court.          In any case, the court will decide who will pay court costs and legal fees. If the Plan  participant is successful, the court may order the person the Plan participant sued to pay these  costs and fees. If the Plan participant loses, unless the Plan requires the Vectrus to pay the costs,  he court may order the Plan participant to pay these costs and fees, for example, if it finds that the  Participant’s claim is frivolous.          If the Plan participant has any questions regarding the Plan, the participant should contact  the Plan administrator (see Section 17 for the contract in formation). If the Plan participant has  any questions about this statement or about his or her rights under ERISA, the Plan participant  may contact the nearest area office of the Employee Benefits Security Administration (formerly  the Pension and Welfare Benefits Administration), U.S. Department of Labor, listed in his or her  telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits  Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington,  D.C. 20210. The Plan participant may also obtain certain publications about his or her rights and  responsibilities under ERISA by calling the publications hotline of the Employee Benefits  Security Administration.                               





 






                                                                   Exhibit A                    Senior Executive Severance Pay Plan Calculation                                                     Service Period  Months of       Name                      Title                 in Years     Severance*   Matthew M. Klein SVP & Chief Financial Officer             19              24  Kelvin R. Coppock SVP, Contracts                           11              20  Francis A. Peloso SVP & Chief Human Resources Officer      15              24     (*) Months of severance are based on the severance pay levels specified in the initial     plan.  





 






                                                                                                                                                            Exhibit C                                                             Summary of Benefit Programs 2018 – Vectrus         IMPORTANT: This      document r   epresents a summary of how your        participation in  the Vectrus  benefit programs will be impacted      with your                               separation. Full details on benefit    cont inuation and conversion can be      found in each benefit plans                                                      Summary Plan Description found at www.cbizesc.com/Vectrus                                                                                               When Does                                Will I Remain Covered                                                                                              Coverage       Benefit Program            During Severance?               What Do I Pay?                                                       More Info/My Action                                                                                                End?                                                               You pay the same                                                              payroll contributions                                                                                                                COBRA information will be sent to your home address approximately 7                                                              as if you were an                              Yes, as long as you elected                                                       to 10 business days after the last day of the month in which your final                                                              active employee         Last day of the month in                                   coverage for 2018.                                                           Severance pay is paid.      Medical                                                  with Vectrus through    which your final                                                              your Severance          Severance pay is paid.                                                                                                                **See Notes on COBRA coverage below**                                                              Period. Deductions                                                              come directly out of                                                              your Severance pay.                                                                You pay the same                                                              payroll contributions                                                                                                                COBRA information will be sent to your home address approximately 7                                                              as if you were an                              Yes, as long as you elected                                                       to 10 business days after the last day of the month in which your final                                                              active employee         Last day of the month in                                   coverage for 2018.                                                           Severance pay is paid.      Dental                                                   with Vectrus through    which your final                                                              your Severance          Severance pay is paid.                                                                                                                **See Notes on COBRA coverage below**                                                              Period. Deductions                                                              come directly out of                                                              your Severance pay.                                                                You pay the same                                                              payroll contributions                                                                                                                COBRA information will be sent to your home address approximately 7                                                              as if you were an                              Yes, as long as you elected                                                       to 10 business days after the last day of the month in which your final                                                              active employee         Last day of the month in                                   coverage for 2018.                                                           Severance pay is paid.      Vision                                                   with Vectrus through    which your final                                                              your Severance          Severance pay is paid.                                                                                                                **See Notes on COBRA coverage below**                                                              Period. Deductions                                                              come directly out of                                                              your Severance pay.    Page | 1  





 






                                                                                                                                                            Exhibit C                                                             Summary of Benefit Programs 2018 – Vectrus         IMPORTANT: This docu       ment represents a summary of how your participation in the Vectrus benefit           programs will be impacted with your                               separation.  Full details on benefit cont   inuation and  conversion can be found in each benefit plans                                                      Summary Plan Description found at www.cbizesc.com/Vectrus                                                                                              When Does                                Will I Remain Covered                                                                                              Coverage       Benefit Program            During Severance?              What Do I Pay?                                                         More Info/My Action                                                                                                End?                                                                                                                 You may elect to convert this coverage to a personal policy.                                                              This benefit is provided                                                              by Vectrus at no                                                                                                                Contact Tracy Hanavan at 719-637-5828 to receive the conversion                                                              charge to the           Last day of the month in                                                                                                                forms.       Employer Provided                                        employee.               which your final                                          Yes     Basic Life                                                                       Severance pay is paid.                                                              Note: the Age                                     You must submit the conversion forms to Cigna Group Insurance                                                              reduction schedule                                directly within 31 days of the coverage ending.                                                               would still apply.                                                                                                                Cigna Group Insurance: 1- 800-732-1603 for more information.                                                                                                                 You may elect to convert this coverage to a personal policy.      Employer Provided                                                                                          Contact Tracy Hanavan at 719-637-5828 to receive the conversion                                                                                      Coverage ends on the     Basic Accidental,                                                                                          forms.                                                                                        last day of the month of     Death and                             No                           N/A                                                                                      your last day of work.     Dismemberment                                                                                              You must submit the conversion forms to Cigna Group Insurance     (AD&D)                                                                                                     directly within 31 days of the coverage ending.                                                                                                                  Cigna Group Insurance: 1- 800-732-1603 for more information.                                                                                                                  You may elect to convert this coverage to a personal direct pay policy.     Voluntary      MetLife GUL                                                                                                                You have 62 days before your policy will lapse due to non-payment     (Domestic                                          No                                          Coverage ends on your     of premium. Contact MetLife directly for conversation information.     Employees and                                                      N/A                                                                                      last day of work.     Grand Fathered     International                                                                                                                Contact MetLife:  1-800-846-0124 or     Employees)                                                                                                                www.mybenefits.metlife.com                                                                                                                 You may elect to convert this coverage to a personal policy.      Voluntary                                                                                                  Contact Tracy Hanavan at 719-637-5828 to receive the conversion                                                                                      Coverage ends on the     Life  with Cigna                                                                                           forms.                                                                                      last day of the month of     (International                        No                          N/A                                                                                      your last day of work.     employees enrolled                                                                                         You must submit the conversion forms to Cigna Group Insurance     after June 2015)                                                                                           directly within 31 days of the coverage ending.                                                                                                                 Cigna Group Insurance: 1- 800-732-1603 for more information.   Page | 2  





 






                                                                                                                                                            Exhibit C                                                             Summary of Benefit Programs 2018 – Vectrus         IMPORTANT: This docu       ment represents a summary of how your participation in the Vectrus benefit           programs will be impacted with your                               separation.  Full details on benefit cont   inuation and  conversion can be found in each benefit plans                                                      Summary Plan Description found at www.cbizesc.com/Vectrus                                                                                              When Does                                Will I Remain Covered                                                                                              Coverage       Benefit Program            During Severance?              What Do I Pay?                                                         More Info/My Action                                                                                                End?                                                                                                                 You may elect to convert this coverage to a personal policy.                                                                                                                 Contact Tracy Hanavan at 719-637-5828 to receive the conversion                                                                                                                forms.     Voluntary                                                                        Coverage ends on the                                                                       N/A     Accidental Death &                    No                                         last day of the month of                                                                                                                You must submit the conversion forms to Cigna Group Insurance     Dismemberment                                                                    your last day of work.                                                                                                                directly within 31 days of the coverage ending.     (AD&D)                                                                                                                Cigna Group Insurance: 1- 800-732-1603 for more information.                                                                         .       Short-Term                                                                       Coverage ends on your                                           No     Disability                                                        N/A            last day of work.         No conversion or portability offered.                                                                                                                  You may elect to convert this coverage to a personal policy.                                                                                                                 Contact Tracy Hanavan at 719-637-5828 to receive the conversion                                                                                                                forms.                                                                                      Coverage ends on your     Long-Term                             No                          N/A                                                                                      last day of work.         You must submit the conversion forms to Cigna Group Insurance     Disability                                                                                                                directly within 31 days of the coverage ending.                                                                                                                 Cigna Group Insurance: 1- 800-732-1603 for more information.                                                               .    Page | 3  





 






                                                                                                                                                            Exhibit C                                                             Summary of Benefit Programs 2018 – Vectrus         IMPORTANT: This docu       ment represents a summary of how your participation in the Vectrus benefit           programs will be impacted with your                               separation.  Full details on benefit cont   inuation and  conversion can be found in each benefit plans                                                      Summary Plan Description found at www.cbizesc.com/Vectrus                                                                                              When Does                                Will I Remain Covered                                                                                              Coverage       Benefit Program            During Severance?              What Do I Pay?                                                         More Info/My Action                                                                                                End?                                                                                        You may continue to                                                                                      submit claims for                                                                                      reimbursement using the                                                                                                                Once you have completed your Severance Period, you will receive                                                              You pay the same        same process you follow                                                                                                                information on how to continue your coverage under COBRA.                                                               payroll contributions as while you were at work.                              Yes, as long as you elected     though you remained an  You may NOT submit     Medical Flexible                                   coverage for 2018.         active employee.        claims for services     Spending Account                                                                                           **See Notes on COBRA coverage below**                                                              Deductions come         incurred after your                                                              directly out of your    Severance Pay Period                                                                                                                For questions regarding your Flexible Spending account you may call                                                              Severance Pay.          ends, the end of your                                                                                                                CBIZ @ 1-800-815-3023 option 4                                                                                      COBRA continuation, or                                                                                      December 31, 2018,                                                                                      whichever occurs first.                                                                                        You may continue to                                                                                      submit claims for                                                              Due to IRS rules, you                                                                                      reimbursement using the                                                              may not contribute to the                                                                                      same process you follow                                                              Dependent Care                                                                                      while you were at work,     Dependent Care                                           Spending Account during                                                                                      provided the dependent     Flexible Spending                     No                 the Severance Period.                                                                                       care expense is incurred  Dependent Care FSA is not COBRA eligible.       Account                                                There is no COBRA                                                                                      in order that you may                                                              continuation for this                                                                                      work, even for another                                                              benefit.                                                                                      employer. You may                                                                                      submit claims until                                                                                      December 31, 2018.    Page | 4  





 






                                                                                                                                                            Exhibit C                                                             Summary of Benefit Programs 2018 – Vectrus         IMPORTANT: This docu       ment represents a summary of how your participation in the Vectrus benefit           programs will be impacted with your                               separation.  Full details on benefit cont   inuation and  conversion can be found in each benefit plans                                                      Summary Plan Description found at www.cbizesc.com/Vectrus                                                                                              When Does                                Will I Remain Covered                                                                                              Coverage       Benefit Program            During Severance?              What Do I Pay?                                                         More Info/My Action                                                                                               End??                                                                                      You may continue to                                                                                      submit claims for                                                              Due to IRS rules, you                                                                                      reimbursement using the                                                              may not contribute to the                                                                                      same process you follow                                                              Transit and Parking     Transit and                                                                      while you were at work,                                                              Spending Accounts     Parking                                                                          provided the Transit and                                           No                 during the Severance     Flexible Spending                                                                Parking expense is        Transit and Parking FSA’s are not COBRA eligible.                                                              Period.  There is no       Account                                                                        incurred in order that you                                                              COBRA continuation for                                                                                      may work, even for                                                              this benefit.                                                                                      another employer. You                                                                                      may submit claims until                                                                                      December 31, 2018.                                                                                       Your contributions will be                                                              You pay the same        deposited in your HSA                                Yes, you can continue, elect or payroll contributions as and are always yours.  If                               change your Health Savings     though you remained     you continue to elect                             Account contributions as long as     Healthcare                                               an active employee.     HDHP plan through                               you remain participating in the                                                  For questions about your HSA, please contact CIGNA at:     Spending Account                                         Deductions come         COBRA, you will remain                              qualified High Deductible Health                                                  1-800-244-6224    (HSA)                                                    directly out of your    eligible to contribute to                                  Plan (HDHP) in 2018.        Severance Pay.          your HSA but will have to                                                                                      make after-tax                                                                                      contributions directly to the                                                                                      HSA bank.                                                                                                                  You may elect to convert this coverage to a personal policy.      VOYA                                                                                                                 Contact Tracy Hanavan at 719-637-5828 to receive the conversion                                                                                                                forms.      Accident Insurance                                           No                          N/A            Coverage ends on the                                                                                                                You must submit the conversion forms to VOYA/Compass directly      Hospital                                                                        last day of the month of                                                                                                                within 31 days of the coverage ending.      Confinement                                                                     your last day of work.                                                                                                                 VOYA/Compass: 1- 800-955-7736 for more information.      Critical Illness                                                               .    Page | 5  





 






                                                                                                                                                            Exhibit C                                                             Summary of Benefit Programs 2018 – 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 plans                                                      Summary Plan Description found at www.cbizesc.com/Vectrus                                                                                              When Does                                Will I Remain Covered                                                                                              Coverage       Benefit Program            During Severance?              What Do I Pay?                                                         More Info/My Action                                                                                                End?                               No, you will no longer be eligible                                                 For questions regarding your Vectrus 401(k) Plan call:      Vectrus 401(k)                            to participate in the Vectrus 401(k)                       Commencement of          Prudential 1-877-778-2100 or go to       Plan                                                             N/A                                         plan.                                         Severance Pay.           www.prudential.com/online/retirement                                                                                         Loan deductions will     Once you have completed your Severance Period, you can contact                                                                 Your normal loan      stop once your           Prudential to confirm if you qualify to continue manual loan payments.       Vectrus 401(k)            Yes, you are still eligible to payroll deduction will  Severance Period has     For questions regarding your Vectrus 401(k) Plan call:       Loans                     continue loan repayments.      continue through your   ended or should you      Prudential 1-877-778-2100 or go to                                                                 Severance Period.      request a distribution   www.prudential.com/online/retirement                                                                                       from your account.                                                                                                                  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                               Yes, since you are no longer                                                     need to contact Sandi Rasnake to assist with your distribution      Vectrus 401(k)                             eligible to participate in the plan,                      Commencement of          process.       Distribution                                                     N/A                              you will be eligible to receive a                        Severance Pay.                                distribution from the plan.                                                     sandi.rasnake@vectrus.com                                                                                                                719-637-6380   Page | 6  





 






                                                                                                                                                            Exhibit C                                                             Summary of Benefit Programs 2018 – 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 plans                                                      Summary Plan Description found at www.cbizesc.com/Vectrus                                                                                              When Does                                Will I Remain Covered                                                                                              Coverage       Benefit Program            During Severance?              What Do I Pay?                                                         More Info/My Action                                                                                                End?                                                                                                                  Within a couple weeks after the end of the month that your severance                               The 18 month continuation       After your Severance                             ends, a COBRA package will automatically be sent to your home                               COBRA coverage period will        Period has been       In most cases, COBRA     address.      **COBRA**                begin when your Severance        completed, you will    can continue for up to                                      Period ends.              pay 102% of the full   18 months after your                                                                monthly premiums.      employment ends.         For questions regarding your COBRA continuation rights you may                                                                                                                call CBIZ @ 1-800-815-3023 option 6    Page | 7  





 






                                                            EXHIBIT D    In consideration of the promises made by the Company to Employee in the  Separation Agreement and Complete Release of Liability to which this Exhibit D  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 her 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.