Exhibit


Exhibit 10.8


For Grants on and after 10-06-2015


VECTRUS, INC.
2014 OMNIBUS INCENTIVE PLAN


RESTRICTED STOCK UNIT AGREEMENT
(Stock Settled)


THIS AGREEMENT (the “Agreement”), effective as of the        day of        , by and between Vectrus, Inc. (the “Company”) and «Grantee_Name» (the “Grantee”), WITNESSETH:


WHEREAS, the Grantee is now employed by the Company or an Affiliate (as defined in the Company’s 2014 Omnibus  Incentive Plan, as amended and restated, (the “Plan”))  as  an employee, and in recognition of the Grantee’s valued services, the Company, through the Compensation and Personnel Committee of its Board of Directors (the “Committee”), desires to provide an inducement to remain in service of the Company and as an incentive for increased efforts during such service pursuant to the provisions of the Plan.


NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement and the provisions of the Plan, a copy of which is attached hereto and incorporated herein as part of this Agreement, and any administrative rules and regulations related to the Plan as may be adopted by the Committee, the parties hereto hereby agree as follows:


		
	1.
	Grant of Restricted Stock Units. In accordance with, and subject to, the terms and conditions of the Plan and this Agreement, the Company hereby confirms the grant on «Grant_Date» (the “Grant Date”) to the Grantee of «# of_Units_Granted» Restricted Stock Units. The Restricted Stock Units are notional units of measurement denominated in Shares of common stock of the Company (i.e., one Restricted Stock Unit is equivalent in value to one share of common stock of the Company (a “Share”)).




The Restricted Stock Units represent an unfunded, unsecured right to receive Shares in     the future if the conditions set forth in the Plan and this Agreement are satisfied.


		
	2.
	Terms and Conditions. It is understood and agreed that the Restricted Stock Units are subject to the following terms and conditions:




		
	(a)
	Restrictions. Except as otherwise provided in the Plan and this Agreement, neither this Award nor any Restricted Stock Units subject to this Award may be sold, assigned, pledged, exchanged, transferred, hypothecated or encumbered, other than to the Company as a result of forfeiture of the Restricted Stock Units.




		
	(b)
	Stockholder Rights. The Grantee shall not have any privileges of a stockholder of the Company with respect to the Restricted Stock Units or any Shares that may be delivered hereunder, including without limitation any right to vote such Shares or to receive dividends or dividend equivalents, unless and until such Shares are delivered upon vesting of the Restricted Stock Units.




		
	(c)
	Vesting of Restricted Stock Units and Payment. Subject to subsections 2(d) and 2(e) below, the Restricted Stock Units shall vest (meaning the Period of Restriction shall lapse and the Restricted Stock Units shall become free of the forfeiture provisions in this Agreement) as follows:







Exhibit 10.8


		
	(i)
	1/3 of the Restricted Stock Units shall vest on [the first anniversary of the Grant Date],




		
	(ii)
	1/3 of the Restricted Stock Units shall vest on [the second anniversary of the Grant Date], and




		
	(iii)
	1/3 of the Restricted Stock Units shall vest on [the third anniversary of the Grant Date].




Except as provided in subsections 2(j)(i) and 2(j)(ii) below, upon vesting of the Restricted Stock Units (including vesting pursuant to subsections 2(d) or 2(e) below), the Company will deliver to the Grantee one Share for each vested Restricted Stock Unit, with any fractional Share resulting from proration pursuant to subsection 2(e)(ii) to be rounded to the nearest whole Share (with 0.5 to be rounded up), less any Shares and/or cash withheld in accordance with subsection 2(f) below.


		
	(d)
	Effect of Acceleration Event. Notwithstanding anything in this Agreement to the contrary, the Restricted Stock Units shall, to the extent outstanding and unvested, immediately become 100% vested if, on the date of, or within twenty- four months following, an Acceleration Event, the Grantee’s employment is terminated by the Company (or an Affiliate or any successor, as the case may be), without Cause (as defined below) or by the Grantee for Good Reason (as defined below).




For purposes of this Agreement, the term “Cause” shall mean (i) the Grantee’s misconduct, (ii) the Grantee’s violation of Company policies, rules or Code of Conduct or any other terms or conditions relating to the Grantee’s employment or any agreement with the Grantee or (iii) any other conduct of the Grantee that the Committee in its sole discretion determines constitutes Cause for purposes of this Agreement.


For purposes of this Agreement, the term “Good Reason” shall mean, without the Grantee’s express written consent and excluding for this purpose any action which is remedied by the Company (or an Affiliate or any successor, as the case may be) within thirty (30)  days  after  receipt of notice thereof given by the Grantee, (i) a reduction in the Grantee’s annual base compensation (whether or not deferred); (ii) the assignment to the Grantee of any duties inconsistent in any material respect with the Grantee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities; (iii) any other action by the Company (or an Affiliate or any successor, as the case may be) which results in a material diminution in such position, authority, duties or responsibilities; or (iv) the Company’s (or an Affiliate or any successor, as the case may be) requiring the Grantee’s work location to be other than within thirty- five (35) miles of the location where such Grantee was principally working immediately prior to the Acceleration Event; provided that “Good Reason” shall cease to exist for an event on the 90th day following the later of its occurrence or the Grantee’s knowledge thereof, unless the Grantee has given the Company (or an Affiliate or any successor, as the case may be) notice thereof prior to such date, and the date of the Grantee’s termination of employment for Good Reason must occur, if at all, within one hundred and eighty (180) days following the later of the occurrence of the Good Reason event or the Grantee’s knowledge thereof.



Exhibit 10.8


    
(e)     Effect of Death, Disability and Termination of Employment.


(i)    Death or Disability. If the Grantee dies or becomes Disabled (as defined below) while employed, the Restricted Stock Units shall immediately become 100% vested as of the date of the death or the date the Grantee becomes Disabled, as the case may be.


For purposes of this Agreement, the Grantee shall be deemed to be “Disabled” only when the Company determines that the Grantee is completely and permanently unable 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; provided however, that with respect to any portion of the Award that constitutes deferred compensation for purposes of Section 409A of the Code and any related regulations or other effective guidance promulgated thereunder (“Section 409A”), the Grantee shall not be deemed to be Disabled unless and until the date the Grantee becomes “disabled” as that term is used in Section 409A.


		
	(ii)
	Termination due to Retirement or by the Company for Other than Cause. If the Grantee's employment terminates due to Retirement (as defined below) or an involuntary termination of employment by the Company (or an Affiliate, as the case may be) for other than Cause (provided that subsection 2(d) is not applicable), the Grantee shall be entitled to vest in a prorated portion of the Restricted Stock  Units (as described in the following paragraph), with any remaining unvested portion of the Award expiring as of the date of the termination of the Grantee’s employment, unless the Grantee’s termination is due to Retirement and the Grantee agrees to the conditions for continued vesting after Retirement as specified in the third paragraph of this subsection 2(e)(ii). Whether the Grantee is entitled to prorated vesting or vesting pursuant to the third paragraph of this subsection 2(e)(ii), the vesting shall occur on the original vesting schedule set forth in subsection 2(c), not at the time of the Grantee’s termination of employment.







Exhibit 10.8


If the Grantee does not agree to the conditions for continued vesting after Retirement as specified in the third paragraph of this subsection 2(e)(ii), the prorated portion of the Restricted Stock Units to which the Grantee is entitled pursuant to the preceding paragraph shall be determined by (A) multiplying the total number of Restricted Stock Units subject  to this Award by a fraction, the numerator of which is the number of full months during which the Grantee has been continually employed since the Grant Date (not to exceed 36 in the aggregate), and the denominator of which is 36, and (B) reducing the product thereof by the number of Restricted Stock Units that had already become vested as of the date of the termination of the Grantee’s employment. For this purpose, full months of employment shall be based on monthly anniversaries of the Grant Date, not calendar months. The Restricted Stock Units with respect to which the Grantee is entitled to vest pursuant to this paragraph shall vest (i) on the first vesting date set forth in subsection 2(c) next following the date the Grantee’s employment terminates, up to (but not exceeding) the total number of Restricted Stock Units that are eligible to vest on that vesting date pursuant to subsection 2(c), and (ii) to the extent the number of Restricted Stock Units that vest pursuant to this paragraph exceeds the number of Restricted Stock Units eligible to vest on that vesting date pursuant to S subsection 2(c), such excess number of Restricted Stock Units shall vest on the subsequent vesting date(s).


Alternatively, and as additional consideration for the covenant set forth on Appendix B, in the event that (i) the Grantee’s employment terminates due to the Grantee’s Retirement, and (ii) the Grantee timely executes the additional restrictive covenant agreement set forth in Appendix B, then the Award shall not vest on a prorated basis pursuant to the above paragraph and, instead, the Award shall continue to vest on the original vesting schedule as if the Grantee had remained employed through any remaining vesting dates; provided that the Grantee has not at any time since the date of Grantee’s Retirement violated the terms of any restrictive covenant set forth in Appendix A or B. If the Grantee does violate such restrictive covenant at any time prior to the date that the Award would otherwise have vested under its original grant terms, the Award will terminate and expire in all respects, without further action by the Company and the Grantee hereby agrees that the Company shall have all of the remedies and rights set forth in subsection 2(h) below.


For purposes of this Agreement, the term “Retirement” shall mean the termination of the Grantee’s employment if, at the time of such termination, the Grantee is at least age 60 with at least 5 years of service. For this purpose, “years of service” means service as an Employee of the Company or of the Predecessor Corporation.  For the avoidance of doubt, (i) the Grantee shall not be considered employed during any period in which the Grantee is receiving severance payments, (ii) termination of the Grantee’s employment (a) by the Company for Cause, (b) due to the Grantee’s death or Disability or (c) described in subsection 2(d) shall not constitute Retirement, regardless of the Grantee’s age and years of service, and (iii) if the Grantee’s employment is terminated by the Company or an Affiliate before an Acceleration Event and on the termination date the Grantee is at least age 60 with at least five years of service, such termination shall be treated as a termination due to Retirement for purposes of subsection 2(e)(ii).


		
	(iii)
	Termination for Any Other Reason. If the Grantee's employment with the Company and its Affiliates is terminated for any reason not described in subsection 2(d) or 2(e)(ii), and the termination is not due to the Grantee’s death 





Exhibit 10.8


or Disability, any unvested Restricted Stock Units shall be immediately forfeited as of the date of such termination.


		
	(f)
	Tax Withholding. In accordance with Article 15 of the Plan, the Company may make such provisions and take such actions as it may deem necessary for the withholding of all applicable taxes attributable to the Restricted Stock Units. Unless the Committee determines otherwise, the minimum statutory tax withholding required to be withheld upon delivery of the Shares shall be satisfied by withholding a number of Shares having an aggregate Fair Market Value equal to the minimum statutory tax required to be withheld. If such withholding would result in a fractional Share being withheld, the number of Shares so withheld shall be rounded up to the nearest whole Share.  Notwithstanding the foregoing, the Grantee may elect to satisfy such tax withholding requirements by timely remittance of such amount by cash or check or such other method that is acceptable to the Company, rather than by withholding of Shares, provided such election is made in accordance with such conditions and restrictions as the Company may establish. If FICA taxes are required to be withheld while the Award is outstanding, such withholding shall be made in a manner determined by the Company.




		
	(g)
	Grantee Bound by Plan and Rules. The Grantee hereby  acknowledges receipt of a copy of the Plan and this Agreement and agrees to be bound by the terms and provisions thereof. The Grantee agrees to be bound by any rules and regulations for administering the Plan as may be adopted by the Committee prior to the date the Restricted Stock Units vest. Terms used herein and not otherwise defined shall be as defined in the Plan.




		
	(h)
	Restrictive Covenant Violation. Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees to the provisions of Appendix A and, if applicable, Appendix B to this Agreement. If the Grantee breaches such restrictions in Appendix A or Appendix B to this Agreement, the Grantee hereby agrees that, in addition to any other remedy available to the Company in respect of such activity or breach, (i) the Grantee’s Restricted Stock Units will be forfeited, (ii) upon demand by the Company, the Grantee shall return to the Company any Shares issued upon vesting of any of the Restricted Stock Units, and (iii) if the Grantee has sold or otherwise disposed of all or any portion of such Shares, the Grantee shall repay to the Company an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Grantee received upon the sale or other disposition of, or distributions in respect of, such Shares.




		
	(i)
	Governing Law. This Agreement is issued, and the Restricted Stock Units evidenced hereby are granted, in Colorado Springs, Colorado, and shall be governed and construed in accordance with the laws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.




		
	(j)
	Section 409A Compliance. To the extent applicable, it is intended that the Plan and this Agreement comply with the requirements of Section 409A, and the Plan and this Agreement shall be interpreted accordingly.




		
	(i)
	If it is determined that all or a portion of the Award constitutes deferred compensation for purposes of Section 409A, and if the Grantee is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, at the time of the Grantee’s separation from service, then, to the extent required under Section 





Exhibit 10.8


409A, any Shares that would otherwise be distributed upon the Grantee’s separation from service, shall instead be delivered on the date determined by the Company within the thirty (30) day period following the earlier of (x) the first business day of the seventh month following the date of the Grantee’s separation from service or (y) the date of the Grantee’s death.
		
	(ii)
	If it is determined that all or a portion of the Award constitutes deferred compensation for purposes of Section 409A, to the extent required to comply with Section 409A, an Acceleration Event shall not be deemed to have occurred for purposes of Section 2(d) unless it also constitutes a “change in control event” (as that term is used in Treasury Regulation Section 1.409A-3(i)(5).




		
	(iii)
	Each portion of this Award that could vest pursuant to subsection 2(c) and/or 2(e)(ii) is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).


















IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Chief Executive Officer and President, or a Vice President, as of the     day of     ,     .


	
							
	Agreed to:
	 
	 
	 
	VECTRUS, INC.
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 

	Grantee
	 
	 
	 
	 
	 
	 

	(Online acceptance constitutes agreement)
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	Dated:
	 
	 
	Dated:
	 

	 
	 
	 
	 
	 
	 
	 

	Enclosures
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 









Exhibit 10.8


Appendix A 
Restrictive Covenants


		
	1.
	Non-Solicit.




(a)Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:


(i)Grantee will not, within twelve months following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during Grantee’s employment (collectively with the Post-Termination Period, the “Restricted Period”), influence or attempt to influence customers of the Company or its subsidiaries or any of its present or future subsidiaries or affiliates, either directly or indirectly, to divert their business to any individual, partnership, firm, corporation or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company.


(ii)During the Restricted Period, Grantee will not, and will not, directly or indirectly, cause any other person to, initiate or respond to communications with or from, any employee of the Company or its subsidiaries during the twelve-month period prior to the termination of such employee’s employment with the Company, for the purpose of soliciting such employee, or facilitating the hiring of any such employee, to work for any other business, individual, partnership, firm, corporation, or other entity; and


(b)It is expressly understood and agreed that although Grantee and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Grantee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.


(c)The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Grantee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.


		
	2.
	Survival.




(a) The provisions of this Appendix A shall survive the termination of Grantee’s employment for any reason.



Exhibit 10.8


Appendix B
Additional Restrictive Covenant Upon Retirement


Pursuant to the third paragraph in Section 2(e)(ii) of the Restricted Stock Unit Award Agreement to which this document is appended (the “Award Agreement”), the following covenants shall apply to the Grantee if (i) the Grantee’s employment terminates due to the Grantee’s Retirement, and (ii) the Grantee acknowledges and agrees to the terms hereof by executing this document and returning it to the Manager of Compensation and Equity Programs no later than first to occur of (i) the 30th day following the date of the Grantee’s termination of employment (not counting any period during which the Grantee is receiving any salary continuation) and (ii) the day before the first vesting date upon which any amounts would become vested pursuant to the third paragraph in Section 2(e)(ii) of the Award Agreement. If the Grantee does not timely execute this document, the Grantee shall not be eligible for the additional vesting rights set forth in the third paragraph in Section 2(e)(ii) of the Award Agreement.


		
	1.
	Non-Competition.




(a)Grantee acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and agrees as follows:


(i)Grantee will not, within the period during which the Award remains unvested following the termination of his employment with the Company for any reason (the “Post-Termination Period”) or during Grantee’s employment (collectively with the Post-Termination Period, the “Restricted Period”), 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 Infrastructure Asset Management, Information Technology & Network Communications Services, Logistics & Supply Chain Management Services within the United States.


Notwithstanding anything to the contrary in this Agreement, Grantee may, directly or indirectly own, solely as an investment, securities of any Person which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Grantee (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person.


(b)It is expressly understood and agreed that although Grantee and the Company consider the restrictions contained in this Appendix B to be reasonable, if a final judicial determination is made by a court of competent jurisdiction, that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Grantee, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.


(c)The period of time during which the provisions of this Appendix B shall be in effect shall be extended by the length of time during which Grantee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.









Exhibit 10.8


		
	2.
	Survival.




(a) The provisions of this Appendix B shall survive the termination of Grantee’s employment for any reason.




* * * * * * * * * * * *


By signing the below, the Grantee hereby acknowledges, and agrees to be bound by, the foregoing covenants set forth in this Appendix B.


	
					
	 
	 
	 
	 
	 

	 
	 
	 

	Grantee
	 
	 
	Grantee (Print)
	 

	 
	 
	 
	 
	 

	Dated: