Vectrus, Inc. Sample Contracts

CREDIT AGREEMENT dated as of September 17, 2014, among VECTRUS, INC., EXELIS SYSTEMS CORPORATION, as the Borrower, The Lenders and Issuing Banks Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent J.P. MORGAN SECURITIES LLC, SUNTRUST...
Credit Agreement • September 19th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

CREDIT AGREEMENT dated as of September 17, 2014 (this “Agreement”), among VECTRUS, INC., an Indiana corporation, EXELIS SYSTEMS CORPORATION, a Delaware corporation, the LENDERS and ISSUING BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

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Contract
Credit Agreement • March 2nd, 2023 • V2X, Inc. • Services-facilities support management services • New York
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First Lien Credit Agreement • June 3rd, 2024 • V2X, Inc. • Services-facilities support management services • New York
DIRECTOR’S INDEMNIFICATION AGREEMENT
Director’s Indemnification Agreement • August 19th, 2022 • V2X, Inc. • Services-facilities support management services • Indiana

WHEREAS, both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public corporations in today’s environment;

TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUS
Transitional Trademark License Agreement • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • Virginia

This TRANSITIONAL TRADEMARK LICENSE AGREEMENT - VECTRUS (this “Agreement”) dated [ ], 2014 by and between EXELIS INC., an Indiana corporation (“EXELIS”) and VECTRUS, INC., an Indiana corporation (“Vectrus”; and together with EXELIS, the “Parties”, and each individually a “Party”) shall become effective as of the Distribution Date.

VECTRUS, INC. NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • November 4th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the [Effective_Date], by and between Vectrus, Inc. (the “Company”) and [Grantee_Name] (the “Optionee”), WITNESSETH:

REGISTRATION RIGHTS AGREEMENT by and among VERTEX AEROSPACE HOLDCO LLC the Persons listed on Schedule A hereto under the heading MANAGEMENT, ALLY COMMERCIAL FINANCE, LLC and VECTRUS, INC. Dated as of July 5, 2022
Registration Rights Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • Delaware

This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, this “Agreement”) is made as of July 5, 2022, by and among Vectrus, Inc., an Indiana corporation (the “Company”), and Vertex Aerospace Holdco LLC (“AIP”), the Persons listed on Schedule A hereto under the heading Management (“Management”) and Ally Commercial Finance, LLC (“Ally”).

TECHNOLOGY LICENSE AGREEMENT
Technology License Agreement • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • Virginia

This TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) dated [ ], 2014 by and among EXELIS INC., an Indiana corporation (“Exelis”), and VECTRUS, INC., an Indiana corporation (“Vectrus”, Exelis and Vectrus, each a “Party”) shall become effective as of the Distribution Date.

V2X, INC. Second Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan, as amended and restated as of October 27, 2022 RESTRICTED STOCK UNIT AWARD AGREEMENT (Stock Settled)
Restricted Stock Unit Award Agreement • May 7th, 2024 • V2X, Inc. • Services-facilities support management services • Virginia

THIS AGREEMENT (the “Agreement”), effective as of ###GRANT_DATE###, by and between V2X, Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Grantee”), WITNESSETH:

TAX MATTERS AGREEMENT
Tax Matters Agreement • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • Indiana

This TAX MATTERS AGREEMENT is dated as of [—], 2014, by and among Exelis Inc., an Indiana corporation (“Exelis”), Vectrus, Inc., an Indiana corporation (“Vectrus” and, together with Exelis, the “Parties”, and each individually, a “Party”), Exelis Systems Corporation, a Delaware corporation (“Systems”) (solely for the purposes of Section 4.5(b) and (c)) and Exelis Holdings Inc., a Delaware corporation (“Holdings”) (solely for the purposes of Section 4.5(c)).

EMPLOYEE MATTERS AGREEMENT by and between EXELIS INC. and VECTRUS, INC. dated as of
Employee Matters Agreement • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • Indiana

THIS EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2014, is entered into by and between Exelis Inc. (“Exelis”), and Vectrus, Inc. (“Vectrus”). Exelis and Vectrus are also referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 4th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

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

VECTRUS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 10th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

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

MASTER TRANSITION SERVICES AGREEMENT
Master Transition Services Agreement • August 14th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

This Master Transition Services Agreement (this “Agreement”) is entered into as of [—], 2014, between Exelis Inc., an Indiana corporation (“Exelis”) and Vectrus, Inc., an Indiana corporation (“Vectrus”). Each of Exelis and Vectrus is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, between Exelis and Vectrus (as such may be amended from time to time, the “Distribution Agreement”).

V2X, Inc. 2,500,000 Shares of Common Stock, par value $0.01 per share Underwriting Agreement
Underwriting Agreement • November 14th, 2024 • V2X, Inc. • Services-facilities support management services • New York
V2X, INC. PERFORMANCE STOCK UNIT – 2024 TSR AWARD AGREEMENT
Performance Stock Unit Agreement • May 7th, 2024 • V2X, Inc. • Services-facilities support management services • Virginia

THIS AGREEMENT (the “Agreement”), effective as of ###GRANT_DATE###, by and between V2X, Inc. (the “Company”) and ###PARTICIPANT_NAME### (the “Participant” or “Executive”), WITNESSETH:

SEPARATION AGREEMENT AND RELEASE OF CLAIMS
Separation Agreement • May 9th, 2023 • V2X, Inc. • Services-facilities support management services • Virginia

This Separation Agreement and Release of Claims (“Agreement”) is made by and between Richard Mendoza (“Mr. Mendoza”), and V2X, Inc. (“V2X”).

Contract
Merger Agreement • March 7th, 2022 • Vectrus, Inc. • Services-facilities support management services • Delaware
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation Agreement • August 6th, 2024 • V2X, Inc. • Services-facilities support management services • Virginia

This Separation Agreement and General Release of Claims and Exhibit (collectively, the "Agreement") is made by and between Charles L. Prow ("Executive"), and V2X, Inc. (the "Company"), individually each a “Party” and together “Parties.”

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • August 6th, 2024 • V2X, Inc. • Services-facilities support management services • Indiana

THIS AGREEMENT is made as of 14 June, 2024 between V2X, Inc., an Indiana corporation (the “Corporation”), and Jeremy Wensinger (the “Indemnitee”).

VECTRUS, INC. TSR AWARD AGREEMENT
TSR Award Agreement • March 5th, 2015 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the day of , 20XX, by and between Vectrus, Inc. (the “Company”) and name (the “Participant” or “Executive”), WITNESSETH:

SECOND AMENDMENT AND RESTATEMENT OF THE V2X, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT Non-employee Director
Restricted Stock Unit Award Agreement • August 8th, 2023 • V2X, Inc. • Services-facilities support management services • New York

V2X, INC. (the “Company”) grants to the Director named below, in accordance with the terms of the Second Amendment and Restatement of the V2X, Inc. 2014 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:

STOCK PURCHASE AGREEMENT by and among R&R ENTERPRISES, INC. “SELLER” SENTEL CORPORATION, “ACQUIRED COMPANY” VECTRUS SYSTEMS CORPORATION, “PURCHASER” and RUSSELL T. WRIGHT “SELLER SHAREHOLDER” January 23, 2018
Stock Purchase Agreement • January 23rd, 2018 • Vectrus, Inc. • Services-facilities support management services • Virginia

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of January 23, 2018, is made by and among Vectrus Systems Corporation, a Delaware corporation (the "Purchaser"), SENTEL Corporation, a Virginia corporation (the "Acquired Company"), R&R Enterprises, Inc., a Delaware corporation (the "Seller"), and Russell T. Wright (“Seller Shareholder”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.

DIRECTOR’S INDEMNIFICATION AGREEMENT
Director's Indemnification Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • Indiana

WHEREAS, both the Corporation and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors of public corporations in today’s environment;

ABL CREDIT AGREEMENT Conformed through First Amendment to ABL Credit Agreement, dated as of May 17, 2019, Second Amendment to ABL Credit Agreement, dated as of May 17, 2021, Third Amendment to ABL Credit Agreement, dated as of December 6, 2021 and...
Abl Credit Agreement • July 5th, 2022 • V2X, Inc. • Services-facilities support management services • New York

This ABL CREDIT AGREEMENT is entered into as of June 29, 2018, among VERTEX AEROSPACE SERVICES CORP., a Delaware corporation (“Vertex”, and collectively with each other Person joined hereto as a borrower from time to time, the “Borrowers” and each, a “Borrower”), VERTEX AEROSPACE INTERMEDIATE LLC, a Delaware limited liability company (“Holdings”), each Person party hereto as a lender from time to time (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, ROYAL BANK OF CANADA (in its individual capacity, “RBC”) as a Joint Lead Arranger, Joint Bookrunner and L/C Issuer, and ALLY BANK, a Utah state bank (in its individual capacity, “Ally”), as Administrative Agent, Collateral Agent, Swingline Lender and a Joint Lead Arranger and Joint Bookrunner.

Contract
Employment Agreement • May 13th, 2024 • V2X, Inc. • Services-facilities support management services
VECTRUS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT Non-Management Director
Restricted Stock Unit Award Agreement • November 10th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

Vectrus, Inc. (the “Company”) grants to the Director named below, in accordance with the terms of the Vectrus, Inc. 2014 Omnibus Incentive Plan (the “Plan”) and this Restricted Stock Unit award agreement (this “Agreement”), the number of Restricted Stock Units (the “Restricted Stock Units” or the “Award”) provided as follows:

EARLY RETIREMENT AGREEMENT AND COMPLETE RELEASE OF LIABILITY
Early Retirement Agreement • July 10th, 2015 • Vectrus, Inc. • Services-facilities support management services • Colorado

THEODORE R. WRIGHT and VECTRUS, INC. have reached the following Agreement. In this Agreement, "Employee" refers to THEODORE R. WRIGHT and "Company" refers to VECTRUS, INC. and its affiliates, and subsidiaries.

Contract
Merger Agreement • March 8th, 2022 • Vectrus, Inc. • Services-facilities support management services
RESTRICTED STOCK UNIT AGREEMENT (TSR Replacement Grant)
Restricted Stock Unit Agreement • November 10th, 2014 • Vectrus, Inc. • Services-facilities support management services • New York

THIS AGREEMENT (the “Agreement”), effective as of the 10th day of October, 2014, by and between Vectrus, Inc. (the “Company”) and [name] (the “Grantee”), WITNESSETH:

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