Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As previously disclosed, on January 29, 2020, Jose Garcia resigned as Senior
Vice President and Chief Financial Officer of Spirit AeroSystems Holdings, Inc.
(the "Company") and Spirit AeroSystems, Inc. ("Spirit"), the Company's wholly
owned subsidiary.
On January 31, 2020, the Company, Spirit and Mr. Garcia entered into an
Agreement and General Release (the "Agreement"). Under the terms of the
Agreement and in consideration of Mr. Garcia's future cooperation, release of
claims, and compliance with certain obligations, including confidentiality,
non-competition, non-solicitation, and non-disparagement covenants, Mr. Garcia
will receive separation payments comprised of the following: (i) a sum of
$615,000, which is equal to one year of Mr. Garcia's annual base salary
applicable on the date of Mr. Garcia's resignation; (ii) a payment of Mr.
Garcia's expected award for 2019 pursuant to the Short-Term Incentive Program
(the "STIP") under the 2014 Omnibus Plan, as amended (the "Omnibus Plan"), based
on an assumed score of 1.0; (iii) a lump sum of $20,000 for COBRA coverage over
a 12 month period; (iv) full vesting with respect to 10,861 shares underlying
the Initial Sign-On Award, as such term is defined in Mr. Garcia's Employment
Agreement (the "Employment Agreement"), pursuant to the Company's Long-Term
Incentive Plan under the Omnibus Plan (the "LTIP"), 5,880 shares of the
time-based restricted stock award granted under the LTIP in November 2019, and
66 2/3%, or 5,344 shares, of the time-based restricted stock award granted under
the LTIP in January 2019; (v) a sum of $500,000 in lieu of the Subsequent
Sign-On award, as such term is defined in the Employment Agreement; (vi) a sum
of $409,590 in lieu of receiving any portion of the annual 2020 LTIP awards;
(vii) reimbursement of reasonable and documented career transition services
through July 31, 2020; and (viii) continued vesting (upon the contractual
vesting date) with respect to 66 2/3%, or 3,122 shares (based on target
performance), of the performance-based restricted stock awards granted under the
LTIP in January 2019, subject to the Company's certification of the satisfaction
of applicable performance criteria.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement,
which is filed as an exhibit hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Agreement and General Release with Jose Garcia.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).© Edgar Online, source Glimpses
SPIRIT AEROSYSTEMS HOLDINGS, INC. 
