8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  February 14, 2014

MTS SYSTEMS CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MINNESOTA	0-2382	41-0908057
(STATE OR OTHER JURISDICTION OF INCORPORATION)	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

14000 TECHNOLOGY DRIVE, EDEN PRAIRIE, MN 55344

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

(952) 937-4000

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

N/A

(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 14, 2014, MTS Systems Corporation (the “Company”) announced that it has appointed Michael B. Jost to the position of Senior Vice President, Test Division. Dr. Jost’s appointment is effective February 24, 2014.

Dr. Jost, 49, joins the Company from Rudolph Technologies, Inc., a provider of process characterization equipment and software for microelectronic manufacturers, where he served as Vice President and General Manager, Inspection Business Unit from April 2012 through February 2014. Prior to Rudolph Technologies, Dr. Jost was with Thermo Fisher Scientific, Inc., a supplier to the science industry, as its Vice President/General Manager, Molecular Spectroscopy from 2007 to 2011 and President, Weighing and Inspection Business Unit from 2004 to 2007. Prior to that time, Dr. Jost held various management and business leadership positions with Invensys, PLC; Honeywell International Inc.; and Emerson Electric Co. Dr. Jost earned a B.S. in Physics from Saint John’s University in Collegeville, MN and a Ph.D. in Materials Science from the University of Minnesota.

In connection with Dr. Jost’s appointment as Senior Vice President, Test Division, the Company entered into a letter agreement with him dated January 22, 2014 (the “Letter Agreement”), that provides for an annual salary of $330,000 and a signing bonus of $60,000. Dr. Jost will also be eligible to participate in the MTS Executive Variable Compensation Plan (“EVC Plan”) with a target amount equal to 50% of his base salary, pro-rated for the fiscal year ending September 27, 2014 (“Fiscal 2014”). In the Letter Agreement, he is promised the grant of equity equal to $255,000, comprised of restricted stock units and stock options, and guaranteed the payment of a bonus under the EVC Plan equal to 50% of the pro-rated target amount for Fiscal 2014. Dr. Jost will also participate in the Executive Severance Plan and the Executive Change in Control Severance Plan.

There are no family relationships between Dr. Jost and any other executive officer or director of the Company that require disclosure under Item 401(d) of Regulation S-K. Other than the Letter Agreement, there are no transactions between Dr. Jost or any member of his immediate family and the Company or any of its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being furnished herewith:

10.1	Letter Agreement, dated January 22, 2014, by and between MTS Systems Corporation and Michael B. Jost
99.1	Press release dated February 14, 2014

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MTS SYSTEMS CORPORATION (Registrant)
Date: February 18, 2014	By:	/s/ Susan E. Knight
		Susan E. Knight Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Number	Title
10.1	Letter Agreement, dated January 22, 2014, by and between MTS Systems Corporation and Michael B. Jost
99.1	Press Release dated February 14, 2014

EX-10.1

Exhibit 10.1

MTS Systems Corporation 14000 Technology Drive Eden Prairie, MN 55344-2290 Telephone 952-937-4000 Fax 952-937-4515  

January 22, 2014

Michael B. Jost
12200 US 71
Sauk Center, MN 56378

Dear Mike:

This letter supersedes our offer letter dated January 19, 2014. I am pleased to offer you a position with MTS Systems Corporation as the Senior Vice President, Test Division reporting to Jeff Graves. Due to the nature of this role, this position is considered an Executive Officer and will be required to file 16-b reports with the SEC.

Cash Compensation:

Your starting salary will be $330,000annually, less applicable withholding, and paid bi-weekly in accordance with the Company’s payroll procedures. You will also be eligible for the MTS Executive Variable Compensation (EVC) program for Fiscal Year 2014 (October through September). Your target bonus under this plan will be 50% of your base salary and will be pro-rated for Fiscal Year 2014. Your bonus will be guaranteed at 50% of the pro-rated target amount for Fiscal Year 2014. EVC program payments are made in December of each year.

The goals assigned to you under this program will consist of the following:

30%	Earnings Per Share (EPS)
30%	Test EBIT
25%	Test Revenue
15%	Test Orders

Each goal has a maximum payout opportunity of 200%. The total payout is capped at 100% in the event we do not achieve our EPS target.

Signing Bonus:

If you begin employment with MTS on or before March 3, 2014, you will receive a signing bonus of $60,000 less applicable withholding, payable on the first payroll after your date of hire. If you voluntarily terminate your employment with MTS prior to completing one year of service, you will be required to reimburse MTS for the full amount of your signing bonus.

Equity Compensation:

You will receive an equity grant equal in valued at $255,000. The date of grant will be the 15^th of the month after the calendar month in which your start date falls, or, if the 15^th is a day on which the market is closed, the date used shall be the first prior business day in which the market was open. The value of the grant will be divided the following way:

Stock Options:

You will receive a stock option grant of 12,814 options based on the closing price of the company’s Common Stock on the date of grant. They will vest and be exercisable in three equal installments on each annual anniversary of the grant date, provided you remain employed, and will be subject to the terms of the Plan and a written Option agreement to be entered into at the time of grant.

Restricted Stock Units:

You will receive a Restricted Stock Unit (RSU) grant equal to $127,500divided by the closing price of the company’s Common Stock on the date of grant. The restricted stock units will vest in three equal installments on each of the first three anniversary dates of the grant date, provided you remain employed, and will be subject to the terms of the MTS Systems

Michael B. Jost

January 22, 2014

Corporation 2011 Stock Incentive Plan (the “Plan”) and a written RSU agreement to be entered into at the time of grant. In the future, you will be eligible for an annual equity grant under a program approved by the MTS Board of Directors.

Stock Ownership Guideline:

To align the interests of our executives with shareholders we have put in place an Executive Stock Ownership Guideline Policy. Your position as Sr. Vice President, Test Division would require that over time you acquire a multiple of your base salary in MTS stock. A copy of the policy is enclosed for your review.

Benefits:

You will be eligible for company-sponsored health and life insurance benefits on your hire date. You will also be eligible for our executive physical program which reimburses up to $3,000 on amounts not covered by your health plan. You will be eligible for a car allowance in the amount of $670 per month, less applicable withholding.

Agreements and Executive Plans:

As a condition of your employment, you will be asked to sign the MTS Code of Conduct and MTS’ Standard Employee Agreement. You will also receive our Executive Change in Control Severance Plan and Executive Severance Plan. These documents are provided for your review.

This offer of employment is contingent on successful completion of your background check and on your ability to provide documentary proof of your identity and your eligibility to work in the United States.

The Federal Acquisition Regulation (FAR) and the International Traffic in Arms Registration (ITAR) require you, as a future principal of the Company, to review the questions in the attached forms and sign the responsibility matters acknowledgement from a personal perspective.

By accepting this offer, you confirm that you are able to accept this job and carry out the work that it would involve without breaching any legal restrictions on your activities, such as restrictions imposed by a current or former employer. You also confirm that you will inform MTS about any such restrictions and provide MTS with as much information about them as possible, including any agreements between you and your current or former employer describing such restrictions on your activities. You further confirm that you will not remove or take any documents or proprietary data or materials of any kind, electronic or otherwise, with you from your current or former employer to MTS without written authorization from your current or former employer. If you have any questions about the ownership of particular documents or other information, discuss such questions with your former employer before removing or copying the documents or information.

All executive programs are regularly reviewed by the Compensation Committee of the Board of Directors and subject to change.

We are excited about the prospect of you joining our team. Please indicate by your signature below, your acceptance of this offer. Please sign and return this offer by Friday, January 24, 2014.

Sincerely,

Dr. Jeffrey A. Graves

President and Chief Executive Officer

Agreed and Accepted:
/s/ Michael B. Jost	January 23, 2014
Michael B. Jost	Date Signed	Start Date

EX-99.1

Exhibit 99.1

MTS Systems Corporation 14000 Technology Drive Eden Prairie, MN 55344-2290 Telephone 952-937-4000 Fax 952-937-4515  

News Release

FOR IMMEDIATE RELEASE
February 14, 2014   For more information, contact: Susan Knight, Chief Financial Officer
952.937.4000

Dr. Michael Jost Appointed as New Sr. Vice President and General Manager for MTS Test

Eden Prairie, Minn., February 14, 2014 – MTS Systems Corporation (NASDAQ: MTSC), a leading global supplier of high-precision test systems and position sensors, today reported that Dr. Michael (Mike) Jost has been appointed as the new Senior Vice President and General Manager of the Test business. He will be based in Eden Prairie and will assume his new role on Monday, February 24, 2014. Mike replaces Dr. Rich Baker who recently assumed responsibility for the newly established position of Sr. Vice President and Chief Technology Officer for MTS.

Dr. Jost joins MTS from Rudolph Technologies where he was the Vice President and General Manager of its Inspection Business Unit. Prior to that, Mike held a variety of business leadership roles at Thermo Fischer Scientific, Invensys, Honeywell and Emerson Electric.  Throughout his career, Mike has demonstrated his capability to lead global, complex engineering-based businesses, delivering both exciting new products to the market and profitable growth over sustained periods of time.  Mike’s success has been driven by excellence not only in new product development and global sales execution, but also in marketing, global operations and supply chain management. He has a track record of successful P&L leadership under a wide range of economic conditions.

Mike earned a B.S. degree in Physics from St. John’s University and a Doctorate in Materials Science from the University of Minnesota.

“Mike’s passion for new product technology, as well as his successful track record in general management of global, growth-oriented organizations, makes him a great fit to lead our Test business,” said Dr. Jeffrey Graves, President and Chief Executive Officer of MTS Systems. “Essential to Mike’s selection was his demonstrated success in delivering strong growth from new, highly engineered products and expanded services which are key elements of our Test business strategy. Also important was Mike’s experience in Asia, particularly with operations in China, one of our strongest growth markets. These attributes are well aligned with our opportunities in the Test business. I am very pleased to have both Mike and Rich on the senior management team at MTS. Together, their focus on developing new ways to leverage our existing technology while finding new technologies to accelerate our growth is important to our long-term success.”

About MTS Systems Corporation

MTS Systems Corporation’s testing hardware and software solutions help customers accelerate and improve their design, development, and manufacturing processes and are used for determining the mechanical behavior of materials, products, and structures. MTS’ high-performance position sensors provide controls for a variety of industrial and vehicular applications. MTS had 2,299 employees at September 28, 2013 and revenue of $569 million for the fiscal year ended September 28, 2013. Additional information on MTS can be found on the worldwide web at http://www.mts.com.

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