VECTRUS, INC. 2014 OMNIBUS INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

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

WHEREAS, the Optionee is now employed by the Company or an Affiliate (as defined in the Company’s 2014 Omnibus Incentive Plan (the “Plan”)) as an employee, and in recognition of the Optionee’s valued services, the Company, through the Compensation and Personnel Committee of its Board of Directors (the “Committee”), desires to provide an opportunity for the Optionee to acquire or enlarge stock ownership in the Company, 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:

Subject to subsections 2(a) and 2(f), to the extent not earlier vested pursuant to paragraphs (i), (ii), and (iii) of this subsection (c), the Option shall vest in full upon an Acceleration Event (as defined in the Plan).

If the Optionee’s employment terminates before [If_Term_Date_is_Before], the Option shall expire on the date set forth below, as applicable:

unvested portion of the Option shall vest pursuant to the paragraph entitled "Prorated or Other Vesting Upon Retirement" below, and any remaining unvested portion of the Option shall expire unless the Optionee agrees to the conditions for continued vesting after Retirement (set forth in the second paragraph of the section entitled “Prorated or Other Vesting Upon Retirement”). For purposes of this subsection 2(f)(iii), the Optionee shall be considered employed during any period in which the Optionee is receiving severance payments (disregarding any delays required to comply with tax or other requirements), and the date of the termination of the Optionee's employment shall be the last day of any such severance period.

Notwithstanding the foregoing, if an Optionee’s employment is terminated on or after an Acceleration Event (A) by the Company (or an Affiliate, as the case may be) for other than cause (as determined by the Committee), and not because of the Optionee’s Retirement, Disability, or Death, or (B) by the Optionee because the Optionee in good faith believed that as a result of such Acceleration Event he or she was unable effectively to discharge his or her present duties or the duties of the position the Optionee occupied just prior to the occurrence of such Acceleration Event, the Option shall in no event expire before the earlier of the date that is 7 months after the Acceleration Event or [Acceleration_Event].

Retirement. For purposes of this Agreement, the term “Retirement” shall mean the termination of the Optionee’s employment if, at the time of such termination (or, if the Grantee receives severance in the form of salary continuation, as of the last day of such salary continuation period), the Optionee is at least age 60 with at least 5 years of service. For this purpose, “years of service” (x) means service as an Employee of the Company or of the Predecessor Corporation and (y) shall be deemed to include any period during which the Optionee is entitled to receive

severance in the form of salary continuation. For the avoidance of doubt, termination of the Optionee’s employment by the Company for cause (as determined by the Committee) or due to the Optionee’s Disability shall not constitute Retirement, regardless of the Optionee’s age and years of service.

Disability. For purposes of this Agreement, the term “Disability” shall mean the complete and permanent inability of the Optionee to perform all of his or her duties under the terms of his or her employment, as determined by the Committee upon the basis of such evidence, including independent medical reports and data, as the Committee deems appropriate or necessary.

Prorated or Other Vesting Upon Retirement. Unless the Optionee agrees to the conditions for continued vesting after Retirement (set forth in the following paragraph, the prorated portion of an Option that vests due to the termination of the Optionee's employment due to the Optionee's Retirement shall be determined by (i) multiplying the total number of Shares subject to the Option by a fraction, the numerator of which is the number of full months the Optionee has been continually employed since the Grant Date, together with any period during which the Optionee is entitled to receive severance in the form of salary continuation (not to exceed 36 in the aggregate), and the denominator of which is 36, and (ii) reducing the product thereof by the number of Shares with respect to which the Option had already become vested as of the date of the termination of the Optionee’s employment. For this purpose, full months of employment shall be based on monthly anniversaries of the Grant Date, not calendar months. For the avoidance of doubt, continuous employment of an Optionee by the Company or an Affiliate for purposes of vesting in the Option granted hereunder shall include continuous employment with the Company for so long as the Optionee continues working at such entity. The portion of the Option with respect to which the Optionee is entitled to vest pursuant to this paragraph shall vest (i) on the first vesting date set forth in Section 2(c) next following the date the Optionee’s employment terminates, up to (but not exceeding) the portion of the Option that is eligible to vest on that vesting date pursuant to Section 2(c), and (ii) to the extent the portion of the Option that vests pursuant to this paragraph exceeds the portion of the Option eligible to vest on that vesting date pursuant to Section 2(c), such excess portion of the Option shall vest on the subsequent vesting date(s). For example, assuming an Option to purchase 120 Shares granted on March 6, 2014, and a termination due to Retirement on February 6, 2015, with 4 months of salary continuation severance, the Option would vest with respect to 40 Shares on March 6, 2015, and 10 Shares on March 6, 2016.

Alternatively, and as additional consideration for the covenant set forth on Appendix B, in the event that (i) the Optionee’s employment terminates due to the Optionee’s Retirement, and (ii) the Optionee timely executes the additional restrictive covenant agreement set forth in Appendix B, then the Option shall not vest on a prorated basis pursuant to the preceding paragraph and, instead, on each date that the Option would otherwise have become vested under the original terms of the Option, that portion of the Option will be deemed to be vested; provided that the Optionee has not at any time since the date of Optionee’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 Optionee does violate such restrictive covenant at any time prior to the date that the Option would otherwise have vested under its

original grant terms, such Option will terminate and expire in all respects, without further action by the Company and the Optionee hereby agrees that the Company shall have all of the remedies and rights set forth in Section 2(i) below.

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 [Execution_Date].

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

(i)    Optionee will not, within twelve months following the termination of his or her employment with the Company for any reason (the “Post-Termination Period”) or during Optionee’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, Optionee 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 Optionee 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 Optionee, 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 Optionee is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

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

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

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

(i)    Optionee will not, within the period during which the Award remains unvested following the termination of his or her employment with the Company for any reason (the “Post-Termination Period”) or during Optionee’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, Optionee 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 Optionee (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.

(e)    It is expressly understood and agreed that although Optionee 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 Optionee, 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.

(f)    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 Optionee is in breach of the terms hereof

as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

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

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