Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of
April 22, 2008, by and between VSE Corporation, a Delaware corporation
("Employer" or "VSE"), and Maurice A. Gauthier ("Employee").
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Employer desires to employ Employee, and Employee desires to work
for VSE, upon the terms and conditions stated herein.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the adequacy of
which is hereby acknowledged, Employer and Employee, each intending to be
legally bound, agree as follows:
1. Term. The term of Employee's employment hereunder shall commence
on April 28, 2008 (the "Effective Date") and shall continue until April
28, 2010, except as otherwise provided in Section 7 (the "Term"). If
the Term shall have continued until April 28, 2010, thereafter such
Term shall be deemed to be renewed automatically, on the same terms and
conditions contained herein, for successive periods of one year each,
unless and until Employee or Employer, at least 60 days prior to the
expiration of the original Term or any such extended one-year Term,
shall give notice to the other party of such party's intent not to
renew the Term. All references herein to the "Term" refer to the
original Term and any extensions thereof hereunder.
2. Duties.
(a) Offices. During the Term, Employee shall serve as VSE's
chief executive officer, president and chief operating officer.
Employee will be assigned only duties of the type, nature and dignity
normally assigned to someone in comparable positions at a corporation
of the size, stature and nature of Employer. During the Term, Employee
shall report to VSE's board of directors (the "Board") in respect of
all operational and administrative matters regarding VSE or any of its
subsidiaries (collectively with VSE, "any Covered Company").
(b) Full-Time Basis. During the Term, Employee shall devote,
on a full-time basis, his services, skills and abilities to his
employment hereunder, excepting periods of vacation, illness or
Disability (as defined below), and excepting any pursuits which do not
materially interfere with his duties hereunder or present a conflict of
interest with the interests of any Covered Company.
3. Compensation.
(a) Salary. During the Term, as compensation for services
rendered by Employee hereunder, Employer shall pay to Employee a
minimum base salary at the rate of $415,000 per annum, payable in
installments in accordance with Employer's policy governing salary
payments to senior officers, as such policy may be amended time to time
by VSE ("Base Salary"). Each January commencing with January 2009, or
on such other annual date as shall be determined by Employer,
Employee's compensation hereunder, including Base Salary, will be
subject to review.
(b) Performance Bonus. Except as otherwise provided in Section
7, in addition to the Base Salary, Employee shall be eligible for an
annual performance bonus as determined by the Board under VSE's
Performance Bonus Plan ("Performance Bonus"). Any Performance Bonus
payable to Employee pursuant to this Section 3(b) shall be paid within
90 days after the later (i) of the date on which the Board has
determined to grant Employee a Performance Bonus in a specified amount
or (ii) the end of VSE's fiscal year to which such Performance Bonus
relates.
(c) Inducement Bonus and VSE Stock Award. To induce Employee
to become VSE's chief executive officer and president hereunder,
Employer is, concurrently with the execution hereof, (i) paying $25,000
to Employee as a bonus and (ii) granting Employee 5,831 shares of VSE's
common stock, par value $0.05 per share, with subsequent vesting and
issuance dates, subject to the Term not having terminated before such
respective dates, as follows: 25% of shares being vested and issued to
Employee on April 28 of 2009 and 2010, and 50% of shares being vested
and issued to Employee on April 28, 2011.
(d) Other Compensation Plans or Arrangements. During the Term,
Employee shall also be eligible to participate in all other currently
existing or subsequently implemented compensation or benefit plans or
arrangements available generally to Employer's senior officers,
including VSE's Deferred Supplemental Compensation Plan and VSE's 2006
Restricted Stock Plan.
(e) Consultation with Board. It is understood that the Board
will consult, at least annually in December of each year, with the
Board's compensation committee and the Chairman in respect to review of
Employee's performance and related Base Salary, Performance Bonus and
other benefits hereunder.
(f) Tax Withholdings. Employer shall withhold from Employee's
compensation hereunder and pay over to the appropriate governmental
agencies all payroll taxes, including income, social security, and
unemployment compensation taxes, required by the federal, state and
local governments with jurisdiction over Employer.
4. Benefits. During the Term, Employee shall be entitled to such
vacation benefits and comparable fringe benefits and perquisites as may
be provided generally to Employer's senior officers pursuant to
policies established from time to time by Employer. These fringe
benefits and perquisites may include holidays, group health insurance,
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short-term and long-term disability insurance, life insurance and
retirement plan contributions. Employee shall be entitled to paid
vacation for 30 days during each year of the Term.
5. Expenses and Other Perquisites. Employer shall reimburse
Employee for all reasonable and proper business expenses that Employee
incurs during the Term in the performance of Employee's duties
hereunder, in accordance with Employer's customary practices for senior
officers, and provided such business expenses are reasonably documented
in accordance with Employer's related policies. Also, during the Term,
Employer shall provide Employee with an office and suitable office
fixtures, telephone and computer services, and secretarial assistance
of a nature appropriate to Employee's position and status hereunder.
6. Exclusive Services, Confidential Information, Business
Opportunities and Non-Solicitation.
(a) Exclusive Services.
(i) During the Term, Employee shall at all times devote
his full-time attention, energies, efforts and skills
to Employer's business and shall not, directly or
indirectly, engage in any other business activity,
whether or not for profit, gain or other pecuniary
advantages, without the Board's prior consent,
provided that such prior consent shall not be
required with respect to (1) business interests that
neither compete with any one or more Covered
Companies nor interfere with Employee's duties and
obligations hereunder, and (2) Employee's part-time
charitable, eleemosynary, philanthropic or
professional association activities that do not
interfere with Employee's duties and obligation
hereunder.
(ii) During the Term, Employee shall not, without the
Board's prior consent, directly or indirectly, either
as an officer, director, employee, agent, advisor,
consultant, principal, stockholder, partner, owner or
in any other capacity, on Employee's own behalf or
otherwise, in any way engage in, represent, be
connected with or have a financial interest in, any
business which is, or to Employee's knowledge is
about to become, engaged in the business of providing
engineering, port engineering, logistic, management,
technical, information technology, law enforcement,
energy or environmental related services or products
to the United States Government or any department,
agency, or instrumentality thereof or any state or
local governmental agency or to any person,
corporation, partnership, limited liability company,
trust, joint venture or other entity (collectively a
"Person") with which any Covered Company is currently
doing or has previously done business or any
subsequent line of business developed by Employee or
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any Covered Company during the Term. Notwithstanding
the foregoing, Employee shall be permitted to own
passive investments in publicly held companies
provided that such investments do not exceed one
percent of any such company's outstanding equity.
(b) Confidential Information. During the Term and the period
commencing on the date of termination thereof and ending on the second
anniversary of such termination date ("Two-Year Post-Term Period"),
Employee shall not disclose or use, directly or indirectly, any
Confidential Information (as defined below). For the purposes of this
Agreement, "Confidential Information" shall mean all information
disclosed to Employee, or known by him as a consequence of or through
his employment with Employer, where such information is not generally
known in the trade or industry or was regarded or treated as
confidential by any Covered Company, and where such information refers
or relates in any manner whatsoever to the business activities,
processes, services or products of any Covered Company. Confidential
Information shall include business and development plans (whether
contemplated, initiated or completed), information with respect to the
development of technical and management services, business contacts,
methods of operation, results of analysis, business forecasts,
financial data, costs, revenues, and similar information. Upon
termination of the Term, Employee shall immediately return to Employer
all property of any Covered Company and all Confidential Information
which is in tangible form, and all copies thereof.
(c) Business Opportunities.
(i) During the Term, Employee shall promptly disclose to
Employer each business opportunity of a type which,
based upon its prospects and relationship to the
existing businesses of any Covered Company, Employer
or any other Covered Company might reasonably
consider pursuing. Upon termination of the Term,
regardless of the circumstances thereof, Employer or
such other Covered Company shall have the exclusive
right to participate in or undertake any such
opportunity on its own behalf without any direct or
indirect involvement of Employee.
(ii) During the Term, Employee shall refrain from engaging
in any activity, practice or act which conflicts
with, or has the potential to conflict with, the
interests of any Covered Company, and he shall avoid
any acts or omissions to act which are or would
reasonably be expected to be disloyal to, or
competitive with, any Covered Company.
(d) Non-Solicitation of Employees. During the Term and the
Two-Year Post Term Period, Employee shall not, except in the course of
his duties hereunder, directly or indirectly, induce or attempt to
induce or otherwise counsel, advise, ask or encourage any individual to
leave the employ of any Covered Company, or solicit or offer employment
to any individual who was employed by any Covered Company at any time
during the 365-day period preceding the solicitation or offer.
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(e) Covenant Not To Compete.
(i) If Employee voluntarily terminates the Term, or if
Employer terminates the Term for Cause (as defined
below), Employee shall not, during the Two-Year Post
Term Period, engage, directly or indirectly, in
competition with any Covered Company, or solicit,
directly or indirectly, from any Person who purchased
any then existing product or service from any Covered
Company during the Term, the purchase of any then
existing product or service in competition with then
existing products or services of any Covered Company.
(ii) For purposes of this Agreement, Employee shall be
deemed to engage in competition with a Covered
Company if Employee shall, directly or indirectly,
either individually or as an equity holder, director,
officer, partner, consultant, owner, employee, agent,
or in any other capacity, consult with or otherwise
assist any Person engaged in providing engineering,
port engineering, logistic, management, technical,
information technology, law enforcement, energy or
environmental related services or products to any
Person to whom any Covered Company, during the Term,
has provided or was seeking to provide any such
services or products.
(f) Employee Acknowledgment. Employee hereby agrees and
acknowledges that the restrictions imposed upon Employee by this
Section 6 are fair and reasonable considering the nature of the
business of each Covered Company, and are reasonably required for each
Covered Company's protection.
(g) Invalidity. If a court of competent jurisdiction or an
arbitrator shall declare any provision or restriction contained in this
Section 6 as unenforceable or void, the provisions of this Section 6
shall remain in full force and effect to the extent not so declared to
be unenforceable or void, and the court or arbitrator may modify the
invalid provision to make it enforceable to the maximum extent
permitted by law.
(h) Specific Performance. Employee agrees that if Employee
breaches any of the provisions of this Section 6, the remedies
available at law to Employer would be inadequate and in lieu thereof,
or in addition thereto, Employer shall be entitled to appropriate
equitable remedies, including specific performance and injunctive
relief. Employee agrees not to enter into any agreement, either written
or oral, which may conflict with this Agreement, and Employee
authorizes Employer to make known the terms of Sections 6 and 7 to any
Person, including future or prospective employers of Employee.
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7. Termination
(a) By Employer.
(i) Termination for Cause.
Employer may terminate the Term for Cause (as defined
below) at any time by notice to Employee. For
purposes of this Agreement, the term "Cause" shall
mean any one or more of the following: (1) conduct by
Employee which is materially illegal or fraudulent or
contrary to Employer's policy; (2) the breach or
violation by Employee of this Agreement, provided that
Employee must first be given notice by the Chairman
or Board of the alleged breach or violation, and if
such breach or violation can reasonably be expected
to be cured within 30 days, 30 days to cure said
alleged breach or violation; (3) Employee's use of
illegal drugs or abuse of alcohol or authorized drugs
which impairs Employee's ability to perform his
duties hereunder, provided that Employee must be
given notice by the Board of such impairment and 60
days to cure the impairment; (4) Employee's knowing
and willful neglect of duties or negligence in the
performance of duties hereunder which materially
affects the business of any Covered Company, provided
that Employee must first be given notice by the
Chairman or Board of such alleged neglect or
negligence and 30 days to cure said alleged neglect
or negligence. If a termination occurs pursuant to
clause (1) above, the date on which the Term is
terminated (the "Termination Date") shall be the date
Employee receives notice of termination and, if a
termination occurs pursuant to clauses (2), (3) or
(4) above, the Termination Date shall be the date on
which, if applicable, the specified cure period
expires. In any event, as of the Termination Date (in
the absence of satisfying the alleged breach or
violation within the applicable cure period),
Employee shall be relieved of all duties hereunder
and Employee shall not be entitled to the accrual or
provision of any compensation or benefit hereunder
after the Termination Date, but Employee shall be
entitled to the provision of all compensation and
other benefits that shall have accrued as of the
Termination Date, including Base Salary, Performance
Bonus, paid leave benefits and reimbursement of
incurred business expenses.
(ii) Termination Without Cause
Employer may, in its sole discretion, without Cause,
terminate the Term at any time by providing Employee
with five days' prior notice thereof. If Employer
terminates the Term without Cause pursuant to this
Section 7(a)(ii) and the Termination Date is before
the first anniversary of the Effective Date, Employer
shall pay Employee on or prior to the Termination
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Date, a lump sum severance compensation payment equal
to the lesser of (1) $830,000 or (2) such amount as
would not trigger the application of Section 280G of
the Internal Revenue Code of 1986 ("the Code"), as
amended (the "280G Limitation"). For purposes of this
Agreement, the 280G Limitation shall be applied after
first giving due effect to, inter alia, the rights and
benefits provided to Employee pursuant to the
penultimate sentence of this Section 7(a)(ii) or to
clauses (2) and (3) of the last sentence of Section
7(c)(ii) of this Agreement, as the case may be. If
Employer terminates the Term without Cause pursuant to
this Section 7(a)(ii) and the Termination Date is on
or after the first anniversary of the Effective Date
but before the second anniversary of the Effective
Date, Employer shall pay Employee on or prior to the
Termination Date a lump sum equal to the lesser of (1)
two times Employee's Base Salary in effect as of the
Termination Date or (2) the 280G Limitation. In the
event of any such termination without Cause pursuant
to this Section 7(a)(ii), Employee shall not be
entitled to the accrual or provision of any other
compensation or benefit hereunder after the
Termination Date other than (1) the medical and
hospitalization benefits for the first 18 months after
the Termination Date; (2) the provision of all
compensation and other benefits that shall have
accrued as of the Termination Date, including Base
Salary, Performance Bonus, paid leave benefits, and
reimbursements of incurred expenses; (3) all
restricted stock, restricted stock units or similar
rights to acquire capital stock granted by VSE to
Employee shall automatically become vested; and (iv)
all unvested rights of Employee under the Company's
Deferred Supplemental Compensation Plan shall
automatically become vested. Notwithstanding anything
herein to the contrary, the expiration or non-renewal
of the Term by Employer or Employee pursuant to
Section 1 shall not be considered a termination
without Cause for the purposes of this Agreement,
including this Section 7(a)(ii).
(b) Death or Disability. The Term shall be terminated
immediately and automatically upon Employee's death or "Disability."
The term "Disability" shall mean Employee's inability to perform all of
the essential functions of his position hereunder for an aggregate of
90 work days during any period of 365 consecutive days by reason of
illness, accident or any other physical or mental incapacity, as may be
permitted by applicable law. Employee's capability to continue
performance of Employee's duties hereunder shall be determined by a
panel composed of two independent medical doctors appointed by VSE and
one appointed by the Employee or designated representative. If the
panel is unable to reach a decision, the matter will be referred to
arbitration in accordance with Section 8. In the event of Employee's
death or Disability, Employee (or his surviving spouse or estate) will
be paid his Base Salary then in effect for 365 days following the date
of death or Disability.
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(c) By Employee.
(i) Employee may, in his sole discretion, without Cause,
terminate the Term at any time upon 60 days' notice
to the Chairman. If Employee exercises such
termination right, Employer may, at its option, at
any time after receiving such notice from Employee,
relieve Employee of all duties and terminate the Term
at any time prior to the expiration of said notice
period, and such termination shall not constitute a
termination without Cause pursuant to this Agreement,
including Section 7(a)(ii). If the Term is terminated
by Employee or Employer pursuant to this Section
7(c)(i), Employee shall not be entitled to any
further Base Salary or the accrual or provision of
any compensation or benefits hereunder after the
Termination Date, except standard medical and
hospitalization benefits in accordance with
Employer's policy.
(ii) If, during the Term, a Change of Control (as defined
below) occurs, Employee may terminate the Term for
Good Reason (as defined below) upon 30 days' notice
to Employer. If Employee exercises such termination
right, Employer may, at its option, at any time after
receiving such notice from Employee, relieve Employee
of all duties hereunder and terminate the Term at any
time prior to the expiration of said notice period,
and such termination shall not constitute a
termination without Cause pursuant to this Agreement,
including Section 7(a)(ii). If, however, the Term is
terminated by Employee or Employer pursuant to this
Section 7(c)(ii) within 365 days after the Change of
Control occurs, Employee shall be entitled to (1)
payment on or prior to the Termination Date of a lump
sum severance compensation payment equal to (A) the
lesser of (x) $830,000 or (y) the 280G Limitation, if
such Termination Date occurred before the first
anniversary of the Effective Date, (B) the lesser of
(x) three times Employee's Base Salary in effect as
of the Termination Date, or (y) the 280G Limitation,
if such Termination Date occurred on or after the
first anniversary of the Effective Date; (2) continue
the medical and hospitalization benefits in
accordance with Employer's policy and to payment of
all compensation and other benefits that shall have
accrued as of the Termination Date, as described in
Section 7(a)(ii); (3) to the automatic vesting of all
restricted stock, restricted stock units or similar
rights to acquire capital stock of VSE granted by VSE
to Employee; and (4) to the automatic vesting of all
unvested rights of Employee under the Company's
Deferred Supplemental Compensation Plan; provided
that Employee shall not be entitled, after the
Termination Date, to the accrual or provision of any
other compensation payable hereunder, including the
Performance Bonus.
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(d) Change in Control and Good Reason.
(i) For purposes of this Section 7, a "Change in Control"
shall be deemed to have occurred upon the happening
of any of the following events:
(1) any "person," including a "group," as such
terms are defined in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder
(collectively the "Exchange Act"), other than a
trustee or other fiduciary holding voting
securities of VSE ("Voting Securities") under
any VSE-sponsored benefit plan, becomes the
beneficial owner, as defined under the Exchange
Act, directly or indirectly, whether by
purchase or acquisition or agreement to act in
concert or otherwise, of 45% or more of the
outstanding Voting Securities;
(2) a cash tender or exchange offer is completed
for such amount of Voting Securities which,
together with the Voting Securities then
beneficially owned, directly or indirectly, by
the offeror (and affiliates thereof)
constitutes 45% or more of the outstanding
Voting Securities;
(3) except in the case of a merger or consolidation
in which (a) VSE is the surviving corporation
and (b) the holders of Voting Securities
immediately prior to such merger or
consolidation beneficially own, directly or
indirectly, more than 50% of the outstanding
Voting Securities immediately after such merger
or consolidation (there being excluded from the
number of Voting Securities held by such
holders, but not from the outstanding Voting
Securities, any Voting Securities received by
affiliates of the other constituent
corporation(s) in the merger or consolidation
in exchange for stock of such other
corporation), VSE's shareholders approve an
agreement to merge, consolidate, liquidate or
sell all or substantially all of VSE's assets;
or
(4) a majority of VSE's directors are elected to
the Board without having previously been
nominated and approved by the members of the
Board incumbent on the day immediately
preceding such election.
(ii) For purposes of this Section 7, "affiliate" of a
Person shall mean a Person that directly or
indirectly controls, is controlled by, or is under
common control with the Person or other entity
specified.
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(iii) For purposes of this Section 7, "Good Reason" shall
mean that, after the occurrence of a Change in
Control, any one or more of the following events has
occurred:
(1) a material diminishment in the nature of
Employee's authorities, duties,
responsibilities or status (including offices
and titles) from those in effect immediately
prior to the Change in Control;
(2) the relocation of Employee's place of
employment to a location in excess of 75 miles
from the place of Employee's employment
immediately prior to the Change in Control,
except for required travel on Employer's
business to an extent substantially equivalent
to Employee's business travel obligations
immediately prior to the Change in Control; or
(3) Employer's material breach of any obligation
hereunder, which breach is not cured within 30
days after Employer's receipt of notice thereof
from Employee.
(e) No Duty to Mitigate. If Employee is entitled to the
compensation and other benefits provided under Sections 7(a)(ii) or
(c)(ii), Employee shall have no obligation to seek employment to
mitigate damages hereunder.
(f) No Reduction in Employee's Benefits Upon Change in Control.
Employer shall not reduce Employee's Base Salary or materially reduce
Employee's incentive benefits from those in effect immediately prior to
a Change in Control.
8. Arbitration. Whenever a dispute arises between the parties
concerning this Agreement or any of the obligations hereunder, or
Employee's employment generally, Employer and Employee shall use their
best efforts to resolve the dispute by mutual agreement. If any dispute
cannot be resolved by Employer and Employee, such dispute shall be
submitted to arbitration to the exclusion of all other avenues of
relief and adjudicated pursuant to the American Arbitration
Association's Rules for Employment Dispute Resolution then in effect.
The decision of the arbitrator must be in writing and shall be final
and binding on the parties, and judgment may be entered on the
arbitrator's award in any court having jurisdiction thereof. The
arbitrator's authority in granting relief to Employee shall be limited
to an award of compensation, severance, benefits and unreimbursed
expenses as described in Sections 3, 4, and 5, and to the release of
Employee from the provisions of Section 6, and the arbitrator shall
have no authority to award other types of damages or relief to
Employee, including consequential or punitive damages. The arbitrator
shall also have no authority to award consequential or punitive damages
to Employer for violations of this Agreement by Employee. The expenses
of the arbitration shall be borne by the losing party to the
arbitration and the prevailing party shall be entitled to recover from
the losing party all of its own costs and attorneys' fees with respect
to the arbitration. Nothing in this Section 8 shall be construed to
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derogate from Employer's rights to seek legal and equitable relief in a
court of competent jurisdiction as contemplated by Section 6(h).
9. Non-Waiver. A party's failure at any time to require the
performance by the other party of any of the terms, provisions,
covenants or conditions hereof shall in no way affect the first party's
right thereafter to enforce the same, nor shall the waiver by either
party of the breach of any term, provision, covenant or condition
hereof be taken or held to be a waiver of any succeeding breach.
10. Severability. If any provision of this Agreement conflicts with
the law under which this Agreement is to be construed, or if any such
provision is held invalid or unenforceable by a court of competent
jurisdiction or any arbitrator, such provision shall be deleted from
this Agreement and the Agreement shall be construed to give full effect
to the remaining provision thereof.
11. Survivability. Unless otherwise provided herein, upon
termination of the Term, the provisions of Sections 6(b), (d), (e),
(f), (g) and (h) shall nevertheless remain in full force and effect.
12. Governing Law. This Agreement shall be interpreted, construed,
and governed according to the laws of the Commonwealth of Virginia,
without regard to the conflict of law provisions thereof.
13. Construction of this Agreement and Certain Terms and Phrases.
(a) The section headings contained in this Agreement are
inserted for purposes of convenience of reference only and shall not
affect the meaning or interpretation hereof.
(b) Unless the context of this Agreement otherwise requires,
(i) words of any gender include each other gender; (ii) words using the
singular or plural number also include the plural or singular number,
respectively; (iii) the terms "hereof," "herein," "hereunder," "hereby"
and derivative or similar words refer to this entire Agreement; and
(iv) the term "Section" refers to the specified Section of this
Agreement.
(c) The word "including" is not exclusive; if exclusion is
intended, the word "comprising" is used instead.
(d) The word "or" shall be construed to mean "and/or" unless
the context clearly prohibits that construction.
(e) Employer and Employee have participated jointly in the
negotiation and drafting of this Agreement. If an ambiguity or question
of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by Employer and Employee and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any of the provisions of this Agreement.
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14. Entire Agreement. This Agreement contains and represents the
entire agreement of Employer and Employee and supersedes all prior
agreements, representations or understandings, oral or written, express
or implied, with respect to the subject matter hereof. This Agreement
may not be modified or amended in any way unless in writing signed by
each of Employer and Employee. No representation, promise or inducement
has been made by either Employer or Employee that is not embodied in
this Agreement, and neither Employer nor Employee shall be bound by or
liable for any alleged representation, promise or inducement not
specifically set forth herein.
15. Assignability. Neither this Agreement nor any rights or
obligations of Employer or Employee hereunder may be assigned by
Employer or Employee without the other party's prior consent. Subject
to the foregoing, this Agreement shall be binding upon and inure to the
benefit of Employer and Employee and their heirs, successors and
assigns.
16. Notices. All notices, approvals, consents and other
communications required or permitted hereunder shall be in writing and
shall be deemed properly given if delivered personally or sent by
certified or registered mail, postage prepaid, return receipt
requested, or sent by telegram, telex, telecopy or similar form of
telecommunication, and shall be deemed to have been given when
received. Any such notice or communication shall be addressed: (a) if
to Employer, to Chairman, VSE Corporation, 2550 Huntington Avenue,
Alexandria, Virginia 22303-1499; or (b) if to Employee, to the last
known home address on file with Employer, or to such other address as
Employer or Employee shall have furnished to the other in writing.
17. Code Section 409A. Notwithstanding anything contrary in this
Agreement, if the Term is terminated for any reason other than
Employee's death and as a result, Employee becomes entitled to a
distribution under this Agreement, then, to the extent required by Code
Section 409A(a)(2)(B), no distribution otherwise payable to Employee
during the first six months after the date of the termination of the
Term shall be paid to Employee until the date which is one day after
the date which is six months after the date of termination of the Term
(or, if earlier, the date of Employee's death) at which time any
amounts which had to be delayed due to the rules under Code Section
409A shall be paid in a lump sum.
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IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement, to be effective as of the day and year first above written.
VSE CORPORATION, a Delaware corporation
By: /s/ Donald M. Ervine
-------------------------------------
Donald M. Ervine,
Chairman and Chief Executive Officer,
President and Chief Operating Officer
/s/ Maurice A. Gauthier
-------------------------------------
Maurice A. Gauthier
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