Indiana | 0001-36341 | 38-3924636 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2015 Metrics | Performance Percentage |
Earnings Per Share | 30% |
Revenue | 30% |
Free Cash Flow | 20% |
Return on Invested Capital | 20% |
If Company’s TSR performance relative to that of the Aerospace & Defense companies in the S&P 1500 Index is: | Payout Factor (% of Target Award) |
Less than the 35th percentile | 0% |
At the 35th percentile | 50% |
At the 50th percentile | 100% |
At the 80th percentile | 200% |
Exhibit No. | Description |
10.1 | VECTRUS, INC. 2014 OMNIBUS INCENTIVE PLAN TSR AWARD AGREEMENT |
Date: March 5, 2015 | VECTRUS, INC. | |
By: | /s/ Kathryn S. Lamping | |
Its: | Assistant Secretary |
10.1 | VECTRUS, INC. 2014 OMNIBUS INCENTIVE PLAN TSR AWARD AGREEMENT |
1. | Grant of Target Award and Performance Periods. In accordance with, and subject to, the terms and conditions of the Plan and this Agreement, the Company hereby grants to the Participant a target award of $xxx,xxx (the “Target Award”) relating to the four performance periods described below (each a “Performance Period” and together the “Performance Periods”). The amount earned, referred to herein as the “TSR Award Payout,” may range from 0% to 200% of the Target Award, with the amount earned dependent upon the degree to which the performance goals described in Section 2 are achieved. |
2. | Terms and Conditions. It is understood and agreed that this Award is subject to the following terms and conditions: |
(a) | Determination of TSR Award Payout. |
(i) | Except as otherwise provided in subsection 2(e), the TSR Award Payout, if any, shall be determined in accordance with the following formula: |
If the Company’s TSR performance relative to that of the Aerospace & Defense companies in the S&P 1500 Index is | The Payout Factor is | |||||||
less than the xxth percentile | 0 | % | ||||||
at the xxth percentile | xx | % | ||||||
at the xxth percentile | xx | % | ||||||
at the xxth percentile | xx | % | ||||||
(iii) | Except as provided in subsection 2(e), the Average Payout Factor shall be determined by adding the Payout Factors for each Performance Period and dividing the sum thereof by four. |
(iv) | With respect to each Performance Period, TSR is the percentage change in value of a shareholder’s investment in the Company’s common stock from the beginning to the end of the Performance Period, assuming reinvestment of dividends and any other shareholder payouts during the Performance Period. For purposes of this Agreement, the stock price at the beginning of the Performance Period will be the average closing stock price over the trading days in the month immediately preceding the start of the Performance Period, and the stock price at the end of the Performance Period will be the average closing stock price over the trading days in the last month of the Performance Period. |
(b) | Form and Timing of Payment of Award. Except as provided in subsection 2(e), payment with respect to an earned TSR Award shall be made as soon as practicable in (but not later than March 15th of) 20XX. Payment shall be made in cash. | |
(c) | Effect of Termination of Employment. Except as otherwise provided below, if the Participant’s employment with the Company (and all Affiliates) is terminated for any reason before December 31, 20XX, the Award shall be immediately forfeited. |
(i) | Termination due to Death or Disability. If the Participant’s termination of employment is due to death or Disability (as defined below), the Award shall be earned in accordance with subsection 2(a), and paid at the time and in the form set forth in subsection 2(b) (or, if an Acceleration Event occurs on or before December 31, 20XX, as set forth in subsection 2(e)), as if the termination had not occurred (i.e., based on the Company’s Average Payout Factor for all four Performance Periods or, if an Acceleration Event occurs on or before December 31, 20XX, determined in accordance with subsection 2(e)). |
(ii) | Termination due to Retirement or Termination by the Company for Other than Cause. If the Participant’s termination of employment is due to Retirement (as defined below) or if the Participant’s employment is terminated by the Company (or an Affiliate) for other than cause (as determined by the Committee), a prorated portion of the Award shall be earned (with such prorated amount determined in accordance with subsection 2(d)(i)) and paid at the time and in the form set forth in subsection 2(b) (or, if an Acceleration Event occurs on or before December 31, 20XX, as set forth in subsection 2(e)), unless the Participant’s termination of employment is due to Retirement (as defined below) and the Participant agrees to, and complies with, the conditions set forth in subsection 2(d)(ii), in which case the amount of the TSR Award Payout earned shall be determined in accordance subsection 2(d)(ii). |
(d) | Retirement or Termination by the Company for Other than Cause. |
(i) | Unless the Participant agrees to, and complies with, the conditions set forth in subsection 2(d)(ii), the prorated portion of the Award that is earned following termination of the Participant’s employment due to Retirement or by the Company for other than cause shall be determined by multiplying (x) the TSR Award Payout that otherwise would have been earned in accordance with subsection 2(a) if the termination had not occurred (i.e., based on the Company’s Average Payout Factor for all four Performance Periods or, if an Acceleration Event occurs on or before December 31, 20XX, determined in accordance with subsection 2(e)), by (y) a fraction, the numerator of which is the number of full months the Participant has been continually employed since the beginning of the first Performance Period, together with any period during which the Participant is entitled to receive severance in the form of salary continuation (not to exceed XX in the aggregate), and the denominator of which is XX. For this purpose, employment through the last day of a calendar month shall be considered employment for a full month. |
(ii) | Alternatively, and as additional consideration for the restrictive covenant set forth on Appendix B, if (x) the Participant’s employment termination qualifies as Retirement (as defined above), and (y) the Participant executes an agreement reasonably acceptable to the Company which agreement binds the Participant to the restrictive covenant set forth in Appendix B, and the Participant complies with the covenants in Appendix A and B through the date of payment (regardless of any Restricted Period set forth therein), then the amount of the TSR Award Payout earned shall be determined in accordance with subsection 2(a) as if the termination had not occurred (i.e., based on the Company’s Average Payout Factor for all four Performance Periods or, if an Acceleration Event occurs on or before December 31, 20XX, determined in accordance with subsection 2(e)); provided that the Participant has not at any time since the date of the Participant’s Retirement violated the terms of any restrictive covenant set forth in Appendix A or B (regardless of any Restricted Period set forth therein). If the Participant violates any such restrictive covenant at any time before the date that the Award is paid, the Award will terminate and expire in all respects, without further action by the Company, and the Participant hereby agrees that the Company shall have all of the remedies and rights set forth in subsection 2(h). | |
(e) | Acceleration Event. Notwithstanding anything in the Plan to the contrary, upon the occurrence of an Acceleration Event on or before December 31, 20XX, (i) a prorated portion of the Award shall be earned based on actual performance though the date of the Acceleration Event (determined as provided below in this subsection 2(e)), and (ii) the remaining portion of the Award shall be earned by reference to the Target Award (determined as provided below in this subsection 2(e)). The combined earned amount shall be paid within 30 days following the Acceleration Event. The prorated portion of the Award that is earned pursuant to subpart (i) above due to the Acceleration Event shall be determined by multiplying (A) the TSR Award Payout determined in accordance with subsection 2(a)(i), but with the Average Payout Factor equal to the sum of the Payout Factors for any completed Performance Periods and the open (including the final) Performance Periods in which the Acceleration Event occurs (with Payout Factor for the open (including the final) Performance Periods in which the Acceleration Event occurs determined based on TSR through the date preceding the date on which the Acceleration Event occurs), divided by the number of such Performance Periods, by (B) a fraction, the numerator of which is the number of calendar days from (and including) January 1, 20XX to (and including) the date preceding the date on which the Acceleration Event occurs, and the denominator of which is XXXX. The remaining portion of the Award that is earned pursuant to subpart (ii) in the first sentence of this subsection 2(e) due to the Acceleration Event shall be determined by multiplying (A) the Target Award by (B) a fraction, the numerator of which is the number of calendar days from the date of the Acceleration Event (including day of the Acceleration Event) to (and including) December 31, 20XX, and the denominator of which is XXXX. Amounts earned and paid pursuant to this subsection 2(e) shall be in lieu of, and not in addition to, amounts that might otherwise be earned and paid pursuant to this Agreement. |
(f) | Tax Withholding. Payments with respect to Awards under the Plan shall be subject to applicable tax withholding obligations as described in Section 15.1 of the Plan, or, if the Plan is amended, successor provisions. |
(g) | Participant Bound by Plan and Rules. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement and agrees to be bound by the terms and provisions thereof. The Participant agrees to be bound by any rules and regulations for administering the Plan as may be adopted by the Committee before the settlement of the Award subject to this Agreement. Terms used herein and not otherwise defined shall be as defined in the Plan. |
(h) | Restrictive Covenant Violation. Participant 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 Participant breaches such restrictions in Appendix A or Appendix B to this Agreement, the Participant hereby agrees that, in addition to any other remedy available to the Company in respect of such activity or breach, the Participant’s Award will be forfeited and, if the Participant has received any payments in respect of all or any portion of such Award before the date of such forfeiture, then the Participant 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 Participant received in respect of the Award. | ||
(i) | Governing Law. This Agreement (including Appendix A and Appendix B) is issued 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. |
Agreed to: | Vectrus, Inc. | |||
Participant | ||||
Dated: | Dated: , 20XX | |||
Enclosures |
1. | Non-Solicit. |
2. | Survival. |