EXHIBIT 10.31
RETIREMENT AGREEMENT WILLIAM E. JOHNSON JR.
EMPLOYMENT RETIREMENT AGREEMENT
THIS EMPLOYMENT RETIREMENT AGREEMENT (the "Agreement"), to include Exhibit
A and Exhibit B that are incorporated by this reference, is entered
into by and between GTSI Corp., a Delaware corporation ("GTSI"), and
William E. Johnson, Jr. ("Employee"). It will become effective as set
forth in Section 14.17 (the "Effective Date").
RECITALS
A. Employee on October 15, 2002 notified GTSI of his retirement as an
employee and officer of GTSI effective end of day, October 31, 2002 (the
"Retirement Date").
B. Employee desires to receive the benefits under GTSI's Officer
Severance Plan dated 2/17/91, and amended on 9/3/92, 3/10/93, and 11/3/94 (the
"Severance Plan"), which benefits are stated in the Severance Plan to be
contingent upon, among other things, Employee's entering into this Agreement and
undertaking the obligations set forth in this Agreement.
C. GTSI and Employee desire to set forth their respective rights and
obligations with respect to Employee's retirement from GTSI and to settle and
resolve all matters concerning Employee's past services to GTSI.
AGREEMENT
NOW, in consideration of the foregoing recitals and the mutual covenants
and conditions in this agreement, the receipt and sufficiency of which are
hereby acknowledged, GTSI and Employee agree as follows:
I. Background
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1. DEFINITIONS
The following terms shall have the meanings set forth below:
1.1 "Includes;" "Including." Except where followed directly by the word
"only," the terms "includes" or "including" means "includes, but is not limited
to," and "including, but not limited to," respectively.
1.2 "Severance Covered Period." The term "Severance Covered Period" means
the continuous twelve (12) month period of time immediately following the
Retirement Date defined as October 31, 2002 to October 31, 2003.
II. Employee Severance and Obligations
2. SEVERANCE BENEFITS
2.1 Employee Compensation. GTSI and Employee acknowledge and agree that
GTSI will pay to him, any and all: (a) salary and wages, and (b) accrued but
unpaid vacation time, as owed by GTSI to Employee up to the Retirement Date.
Except for the Severance Compensation described below, GTSI owes no other wages
or salary to Employee. All Severance Compensation payments by GTSI to Employee
will be by check mailed to Employee or direct deposit, as mutually agreed to by
the parties.
2.2 Severance Compensation. Subject to Employee's continuing compliance
with the terms of this Agreement, GTSI will pay to Employee severance
compensation as follows: (a) a bonus of Fifty Thousand Dollars ($50,000.00) on
or before November 15, 2002; and (b) eleven (11) months of salary in the sum of
One Hundred Seventy Four Thousand, One-Hundred and Sixty Seven Dollars
($174,167.00) over a period of eleven (11) months beginning November 1, 2002 and
ending September 30, 2003, payable in bi-monthly payments on GTSI's normal pay
periods ((a) and (b) together identified as the "Severance Compensation").
Payments will begin following the Effective Date. As clarification, the gross
amount of Severance Compensation payable to Employee will be equal to
$224,167.00. GTSI will withhold from the Severance Compensation standard and
applicable taxes and payroll deductions. Severance Compensation will not include
any other bonuses, incentive compensation, commission payments, pension or any
other amounts. Except for the foregoing Severance Compensation, GTSI will have
no payment, fees, bonuses, compensation, wages, or any other type of payment
obligation to Employee following the Retirement Date. Severance Compensation
payments will end on September 30, 2003.
2.3 Accelerated Options in Lieu of a Portion of Severance Compensation. As
provided under the Plan, Employee has elected irrevocably to accept accelerated
vesting of a portion of the Employee's outstanding but unvested stock options in
lieu of a portion of the Employee's salary payout under the Severance
Compensation. Employee has elected to forgo one (1) month of salary (equal to
$15,833.00) in order to accelerate his unvested stock options by one calendar
quarter. The stock options to be accelerated and thereby available for
exercising by Employee (at the applicable exercise period) are identified in
Exhibit A. By electing this option, Employee will be paid 11 months of salary
under Section 2.2 above. Employee has elected this option in writing, as
indicted in Exhibit B.
2.4 Continuation of Certain Benefits. Subject to Employee's continuing
compliance with the terms of this Agreement, from the Retirement Date until
December 31, 2002, GTSI will continue the medical and dental benefits (the
"Benefits") provided to Employee as of the date of Retirement, subject to
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Employee's continued payment of his applicable share. GTSI will withhold
Employee's Benefit deductions from his Severance Compensation. These Benefits
will be terminated as of December 31, 2002, provided that Employee may purchase
(at such Employee's expense) continuation medical coverage from GTSI's health
insurance carrier to the extent he is entitled to do so as a matter of right
under federal or state law; such coverage is generally known as COBRA. Except
for the foregoing Benefits provided until December 31, 2002, Employee will not
be entitled to any other GTSI benefits.
2.5 "Stock Options & ESPP." Exhibit A sets forth a complete list of all
stock options to purchase capital stock of GTSI which have been previously
issued to Employee and which have vested as of the date hereof. Employee has the
right to exercise these stock options to the extent set out in the applicable
stock option agreements, subject to standard GTSI processes and requirements for
exercising stock options. All other outstanding stock options granted to
Employee will immediately expire upon the Retirement Date. To the extent that
the Employee participated in GTSI's Employee Stock Purchase Plan ("ESPP"), the
full amount of Employee's ESPP payroll deductions made as of the start of the
current offering period (July 1, 2002) will be returned to the Employee in the
next GTSI pay date.
2.6 "Sole Entitlement." Employee acknowledges and agrees that his sole
entitlement to compensation, payments of any kind, monetary and non-monetary
benefits and perquisites with respect to his prior GTSI relationship (as an
officer and employee) and the Severance Plan is as set forth in this Agreement
and any applicable stock option agreements. Further, through this Agreement,
GTSI has satisfied all of its obligations under the Severance Plan and any stock
option agreement.
3. COMPANY PROPERTY
On or before the Effective Date, Employee will return to GTSI any and all
GTSI assets or property, which have come into his possession or control. If
Employee does not return the assets or property by the Effective Date, GTSI will
have the right to offset the cost of such assets or property as permitted under
Section 4(e) of the Severance Plan.
4. CONFIDENTIAL INFORMATION, TRADE SECRETS
4.1 Employee recognizes, acknowledges and agrees that GTSI is the owner of
proprietary rights in certain confidential sales and marketing information,
programs, tactics, systems, methods, processes, distribution methods,
compilations of technical and non-technical information, records and other
business, financial, sales, marketing and other information and things of value.
To the extent that any or all of the foregoing constitute valuable trade secrets
and/or confidential and/or privileged information of GTSI, Employee agrees that
at any time after he executes this Agreement:
(a) That, except with prior written authorization from GTSI's CEO or
COO, for purposes related to GTSI's best interests, he will not directly or
indirectly duplicate, remove, transfer, disclose or utilize, nor knowingly allow
any other person to duplicate, remove, transfer, disclose or utilize, any
property, assets, trade secrets or other things of value ("Confidential
Information"). Confidential Information includes, but is not limited to, in
whatever format, any records, techniques, procedures, systems, methods, market
research, distribution arrangements, advertising and promotional materials,
lists of past, present or prospective customers, lists of past, present or
prospective vendor partners, prices, costs, or margin information, current and
future strategic business plans, presentations, documents, or financial data or
records, and any other data or information prepared for, stored in, processed by
or obtained from, an automated information system belonging to or in the
possession of
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GTSI which are not intended for and have not been the subject of public
disclosure, and provide GTSI with a competitive or business advantage.
Employee represents that he has returned to GTSI any and all such
Confidential Information, or if contained as a mental impression, agrees to
safeguard all GTSI trade secrets in his possession or known to him at all times
so that they are not disclosed to, any individual, other than an authorized GTSI
employee. Employee agrees to exercise his reasonable efforts to assure the
safekeeping, in GTSI's interest, of all such Confidential Information known to
him. This subsection shall not apply to Confidential Information that (i) is now
or later becomes generally known to the public or competitors of GTSI (other
than as a result of a breach of this Agreement); (ii) Employee lawfully obtains
from any third party who has lawfully obtained such information without any
obligation of confidentiality; or (iii) is later published or generally
disclosed to the public by GTSI. Employee shall bear the burden of showing that
any of the foregoing exclusions applies to any information or materials.
(b) That all improvements, discoveries, systems, techniques, ideas,
processes, programs and other things of value made or conceived in whole or in
part by Employee with respect to any aspects of GTSI's current or anticipated
business while an employee of GTSI are and remain the sole and exclusive
property of GTSI, and Employee has disclosed all such things of value to GTSI
and will cooperate with GTSI to ensure that the ownership by GTSI of such
property is protected. All of such property of GTSI in Employee's possession or
control, including, but not limited to, all personal notes, documents and
reproductions thereof, relating to the business and the trade secrets or
confidential or privileged information of GTSI has already been, or shall be
immediately, delivered to an authorized representative of GTSI's Legal
Department.
5. NON-COMPETE AND NON-SOLICITATION
5.1. Non-Compete. Employee agrees that for two years from the Retirement
Date, he will not, without the prior written consent of GTSI's CEO or COO,
either directly or indirectly, for himself or on behalf of or in conjunction
with any other person, company, partnership, corporation, business, group or
other entity, as an officer, director, owner, partner, member, joint venture, or
in any other capacity, whether as an employee, independent contractor,
consultant, advisor or sales representative provide managerial services in
support of the fulfillment, distribution or operations of a Federal government
information technology (IT) reseller that has an office within 50 miles of
GTSI's headquarters, where employment is in direct support of the resale of IT
products or services to the federal government. Employee is not restricted from
having an ownership interest in any company engaged in the marketing and sale of
information technology solutions to Federal, state and local government
customers, provided he is in compliance with this Section 5.1.
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5.2. Non-Solicitation of Employees. Employee agrees that for two years from
the Retirement Date, he will not, without the prior written consent of GTSI's
CEO or COO, solicit or attempt to solicit for employment for or on behalf of any
corporation, partnership, venture or other business entity any person who, on
the last day of Employee's employment with GTSI or within 6 months prior to that
date, was employed by GTSI or a subsidiary as an employee, manager or executive
and with whom Employee had material contact during the course of his employment
with GTSI (whether or not such person would commit a breach of contract).
5.3. Non-Solicitation of Customers and Partners. Employee acknowledges that
he owes GTSI a duty of Loyalty, and to preserve and protect, among other things,
GTSI's Confidential Information, as well as GTSI's relationships with its
present and potential customers and partners. As a result, Employee agrees that
for two years from the Retirement Date, he will not, without the prior written
consent of GTSI's CEO or COO:
(a) solicit or make any statement or do any act intended to cause such
customer or partner to make use of or obtain from any person or
business, services or goods which are similar or related to those
offered by GTSI; or
(b) discuss with any other GTSI employee the present operations or
formation and future operations of any business competing with or
intended to compete with GTSI.
6. REPRESENTATIONS REGARDING COVENANTS
6.1 Employee acknowledges and agrees that the services rendered by him to
GTSI in the course of his prior employment were of a special and unique
character, and that breach by him of any provision of the covenants set forth in
Section 4 or 5 of this Agreement will cause GTSI irreparable injury and damages.
Employee expressly agrees that GTSI shall be entitled, in addition to all other
remedies available to it whether at law or in equity, to injunctive and other
equitable relief to secure their enforcement.
6.2 The parties expressly agree that the covenants contained in Section 4
or 5 of this Agreement are reasonable in scope, duration and otherwise; however,
if any of the restraints provided in these covenants are adjudicated to be
excessively broad as to area or time or otherwise, such restraint shall be
limited, reduced, or deleted as described in Section 14.6 to whatever extent is
reasonable and the restraint shall be fully enforced in such modified form. Any
provisions of such covenants not so reduced shall remain in full force and
effect.
6.3 Employee's obligations set forth in Sections 4, 5 and 6 of this
Agreement are in addition to, and not instead of, Employee's obligations under
any existing nondisclosure agreement between GTSI and Employee (the
"Nondisclosure Agreement"). Employee acknowledges that any Nondisclosure
Agreement will survive this termination of employment, and that nothing in this
Agreement will be construed as terminating, limiting, or otherwise minimizing
any of the obligations set out in the Nondisclosure Agreement(s).
7. COOPERATION
Employee agrees that for any time following his execution of this
Agreement, he will cooperate fully and reasonably with GTSI in connection with
any future or currently pending proceeding, dispute, investigation, litigation
or threatened litigation (the "Matter"): (1) directly or indirectly involving
GTSI (which, for purposes of this section, will include GTSI and each of its
current and future subsidiaries, successors or permitted assigns); or (2)
directly or indirectly involving any director, officer or employee
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of GTSI (with regard to matters relating to such person(s) acting in such
capacities with regard to GTSI business). Such cooperation will include making
himself available upon reasonable notice at reasonable times and places to meet
with GTSI representative(s) to provide information and statements regarding his
knowledge, experience, records, or other awareness of the Matter, and/or consult
with and to testify truthfully (at GTSI's expense for reasonable, pre-approved
out-of-pocket travel costs) in any action as reasonably requested by the CEO or
COO or the Board of Directors. Employee further agrees to promptly notify GTSI's
CEO or COO in writing in the event that he receives any legal process or other
communication purporting to require or request him to produce testimony,
documents, information or things in any Matter, or any other issue related to
GTSI, its directors, officers or employees, and that he will not produce
testimony, documents, information or other things with regard to any Matter or
any other pending or threatened lawsuit or proceeding regarding GTSI without
giving GTSI prior written notice of the same and reasonable time to protect its
interests. Employee further promises that when so directed by the CEO or COO or
the Board of Directors, he will make himself available to attend any such legal
proceeding and will truthfully respond to any questions in any manner concerning
or relating to GTSI and will produce all documents and things in his possession
or under his control which in any manner concern or relate to GTSI.
8. PRIVILEGED INFORMATION
Employee acknowledges that as the result of his prior service as an officer
and employee of GTSI, he has had access to, and is in possession of, information
and documents protected by the attorney-client privilege and by attorney work
product doctrine, such as information relating to acquisitions, past, current or
future disputes, investigations or litigation, and Board of Directors'
correspondence. Employee understands that the privilege to hold such information
and documents confidential is GTSI's, not his personally, and that he will not
disclose the information or documents to any person or entity without the
express prior written consent of the CEO or COO or Board of GTSI unless he is
required to do so by law.
III. Mutual Obligations of Parties
9. MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS
Each party represents, warrants and covenants (with respect to
itself/himself only) to the other party that, to its/his respective best
knowledge and belief as of the date of each party's respective signature below:
9.1 Full Power and Authority. It/he has full power and authority to
execute, enter into and perform its/his obligations under this Agreement; this
Agreement, after execution by both parties, will be a legal, valid and binding
obligation of such party enforceable against it/him in accordance with its
terms; it/he will not act or omit to act in any way which would materially
interfere with or prohibit the performance of any of its/his obligations
hereunder, and no approval or consent other than as has been obtained of any
other party is necessary in connection with the execution and performance of
this Agreement.
9.2 Effect of Agreement. The execution, delivery and performance of this
Agreement and the consummation of the transactions it contemplates:
(a) will not interfere or conflict with, result in a breach of,
constitute a default under or violation of any of the terms, provisions,
covenants or conditions of any contract, agreement or understanding, whether
written or oral, to which either party is a party (including, in the case of
GTSI, its bylaws and articles of incorporation as amended to date) or to which
it/he is bound; and
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(b) will not conflict with or violate any applicable law, rule,
regulation, judgment, order or decree of any government, governmental agency or
court having jurisdiction of such party.
10. PROHIBITION AGAINST DISPARAGEMENT
GTSI and Employee each agree that at any time following the execution of
this Agreement, any communication, whether oral or written, occurring on or off
the premises of GTSI, made by it/him or its/his agent to any person or entity
(including, without limitation, any GTSI employee, customer, vendor, supplier
and any competitor and any person associated with any media) which in any way
relates to his or to GTSI or to GTSI's directors, officers, management or
employees: (1) will be truthful; and (2) will not disparage or undermine the
reputation or business practices of Employee or GTSI or its directors, officers,
management or employees. The only exceptions to the foregoing shall be: (1)
truthful statements privately made to (a) the CEO or COO of GTSI, or their
designated representatives, (b) any member of GTSI's Board of Directors, (c)
GTSI's auditors, (d) inside or outside counsel of GTSI, (e) Employee's counsel
or (f) Employee's spouse; (2) truthful statements lawfully compelled and made
under oath; (3) truthful statements made to specified persons upon and in
compliance with prior written authorization from or in connection with formal
legal or administrative proceedings, GTSI's CEO or COO or Board; and (4)
truthful statements made by GTSI's CEO or COO to specified persons upon and in
compliance with prior authorization from Employee asking them to respond to
inquiries from such specified persons.
11. MUTUAL RELEASE OF CLAIMS
11.1 Employee forever releases and discharges GTSI and the predecessor
corporation of GTSI as well as the successors, current or prior stockholders of
record, officers, directors, heirs, predecessors, assigns, agents, employees,
attorneys and representatives of each of them, past or present, from any and all
cause or causes of action, actions, judgments, liens, indebtedness, damages,
losses, claims, liabilities, expenses and demands of any kind or character
whatsoever, whether known or unknown, anticipated or not anticipated, whether or
not previously brought before any state or federal agency, court or other
governmental entity which are existing on or arising prior to the date of this
Agreement and which, directly or indirectly, in whole or in part, relate or are
attributable to, connected with, or incidental to the previous employment of
Employee by GTSI, the separation of that employment, and any dealings between
the parties concerning Employee's employment existing prior to the date of
execution of this Agreement (excepting only claims arising from a breach by GTSI
of this Agreement including those obligations recited herein or to be performed
hereunder) including but not limited to any and all claims of discrimination on
account of sex, race, age, handicap, veteran status, national origin or
religion, and claims or causes of action based upon any equal employment
opportunity laws, ordinances, regulations or orders, including but not limited
to Title VII of the Civil Rights Act of 1964 and the Age Discrimination In
Employment Act, the Americans With Disabilities Act, Executive Order 11246, the
Rehabilitation Act and any applicable state or local anti-discrimination
statutes; claims for breach of any contract, agreement or promises made prior to
this date; claims for wrongful termination actions of any type, breach of
express or implied covenant of good faith and fair dealing; intentional or
negligent infliction of emotional distress; claims for libel, slander or
invasion of privacy; provided, however, that Employee and GTSI agree that
Employee does not waive any rights or claims under the Age Discrimination In
Employment Act that may arise after the execution of this document by Employee.
This proviso is intended to exclude from release only claims "that arise after"
execution of this document by Employee as provided for by the Older Workers
Benefit Protection Act. This release also applies to any claims or rights that
Employee might have or assert with respect to any claims or rights, if any,
concerning any GTSI bonus plan applicable to GTSI officers. Nothing contained in
this Section 11.1 shall affect any rights, claims or causes of action which
Employee may have (1) as a stockholder of GTSI; (2) to indemnification by GTSI,
to the extent required under the provisions of GTSI's Certificate of
Incorporation, GTSI's By-Laws, the Delaware General Corporation Law, insurance
or contracts, with respect to matters relating to
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Employee's prior service as an officer, employee and agent of GTSI; (3) to make
claims against or seek contribution from anyone not released by the first
sentence of this Section 11.1 with respect to any matter or anyone released by
the first sentence of this Section 11.1 with respect to any matter not released
thereby; or (4) with respect to GTSI's performance of this Agreement.
11.2 GTSI forever releases and discharges Employee, and his heirs, from any
and all cause or causes of action, actions, judgments, liens, indebtedness,
damages, losses, claims, liabilities, expenses and demands of any kind or
character whatsoever, whether known or unknown, anticipated or not anticipated,
whether or not previously brought before any state or federal agency, court or
other governmental entity which are existing on or arising prior to the date of
this Agreement and which, directly or indirectly, in whole or in part, relate or
are attributable to, connected with, or incidental to the previous employment of
Employee by GTSI, the separation of that employment, and any dealings between
the parties concerning Employee's employment existing prior to the date of
execution of this Agreement, excepting only claims arising from a breach by
Employee of this Agreement including those obligations recited herein or to be
performed hereunder. Nothing contained in this Section 11.2 will affect any
rights, claims or causes of action which GTSI may have to make claims against or
seek contribution from anyone not released by the first sentence of this Section
11.2 with respect to any matter or anyone released by the first sentence of this
Section 11.2 with respect to any matter not released thereby; or with respect to
Employee's performance of this Agreement.
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IV. Miscellaneous
12. FORMER EMPLOYEE REPRESENTATIONS
Notwithstanding that this Agreement may be entered into subsequent to the
Retirement Date, Employee represents and warrants that he has not acted or
omitted to act in any respect which involves fraud or malfeasance towards GTSI
or which directly or indirectly would have constituted a violation of Sections 4
or 5 of this Agreement had this Agreement then been in effect.
13. ASSIGNMENT
Employee represents and warrants that he has not assigned, transferred or
granted or purported to assign, transfer or grant any claims, entitlement,
matters, demands or causes of action herein released, disclaimed, discharged or
terminated, and agrees to indemnify and hold harmless GTSI from and against any
and all costs, expense, loss or liability incurred by GTSI as a consequence of
any such assignment, transfer or grant.
14. OTHER PROVISIONS
14.1 Legal Advice and Construction of Agreement. Both GTSI and Employee
have received (or have voluntarily and knowingly elected not to receive)
independent legal advice with respect to the advisability of entering into this
Agreement and neither has been entitled to rely upon or has in fact relied upon
the legal or other advice of the other party or such other party's counsel (or
employees) in entering into this Agreement. In Employee's case, he is/was
expressly advised by GTSI of his right to consult an attorney to review this
Agreement. Each party has participated in the drafting and preparation of this
Agreement, and, accordingly, in any construction or interpretation of this
Agreement, the same shall not be construed against any party by reason of the
source of drafting.
14.2 Parties' Understanding. GTSI and Employee state that each has
carefully read this Agreement, that it has been fully explained to it/him by
its/his attorney (or that it/he has voluntarily and knowingly elected not to
receive such explanation), that it/he fully understands its final and binding
effect, that the only promises made to it/him to sign the Agreement are those
stated above, and that it/he is signing this Agreement voluntarily.
14.3 Notices. All notices and demands referred to or required herein or
pursuant hereto shall be in writing, shall specifically reference this Agreement
and shall be deemed to be duly sent and given upon actual delivery to and
receipt by the relevant party (which notice, in the case of GTSI, must be from
an officer of GTSI) or five days after deposit in the U.S. mail by certified or
registered mail, return receipt requested, with postage prepaid, addressed as
follows (if, however, a party has given the other party due notice of another
address for the sending of notices, then future notices shall be sent to such
new address):
(a) If to GTSI: GTSI Corp.
3901 Stonecroft Boulevard
Chantilly, Virginia 20151
Attn: Chief Operating Officer
With a copy to: Legal Department
(b) If to Employee: William E. Johnson, Jr.
420 Edgewood Drive
Mineral, VA 23117
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14.4 Recitals and Section Headings. Each term of this Agreement is
contractual and not merely a recital. All recitals are incorporated by reference
into this Agreement. Captions and section headings are used herein for
convenience only, are no part of this Agreement and will not be used in
interpreting or construing it.
14.5 Entire Agreement. This Agreement constitutes a single integrated
contract expressing the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior and contemporaneous oral and
written agreements and discussions with respect to the subject matter hereof.
Notwithstanding the foregoing, the parties understand and agree that any
Nondisclosure Agreement and all other written agreements between Employee and
GTSI are separate from this Agreement and, subject to the terms and conditions
of each such agreement, will survive the execution of this Agreement, and
nothing contained in this Agreement will be construed as affecting the rights or
obligations of either party set forth in such agreements.
14.6 Severability. In the event any provision of this Agreement or the
application thereof to any circumstance will be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable, or to be excessively broad
as to time, duration, geographical scope, activity, subject or otherwise, it
will be construed to be limited or reduced so as to be enforceable to the
maximum extent allowed by applicable law as it shall then be in force, and if
such construction is not be feasible, then such provision will be deemed to be
deleted herefrom in any action before that court, and all other provisions of
this Agreement will remain in full force and effect.
14.7 Amendment and Waiver. This Agreement and each provision hereof may be
amended, modified, supplemented or waived only by a written document
specifically identifying this Agreement and signed by each party hereto. Except
as expressly provided in this Agreement, no course of dealing between the
parties hereto and no delay in exercising any right, power or remedy conferred
hereby or now or hereafter existing at law, in equity, by statute or otherwise,
will operate as a waiver of, or otherwise prejudice, any such rights, power or
remedy.
14.8 Cumulative Remedies. None of the rights, powers or remedies conferred
herein will be mutually exclusive, and each such right, power or remedy shall be
cumulative and in addition to every other right, power or remedy, whether
conferred herein or now or hereafter available at law, in equity, by statute or
otherwise.
14.9 Specific Performance. Each party hereto may obtain specific
performance to enforce its/his rights hereunder and each party acknowledges that
failure to fulfill its/his obligations to the other party hereto would result in
irreparable harm.
14.10 Virginia Law and Location. This Agreement was negotiated, executed
and delivered within the Commonwealth of Virginia, and the rights and
obligations of the parties hereto will be construed and enforced in accordance
with and governed by the internal laws (and not the conflict of laws) of the
Commonwealth of Virginia applicable to the construction and enforcement of
contracts between parties resident in Virginia which are entered into and fully
performed in Virginia.
14.11 Force Majeure. Neither GTSI nor Employee will be deemed in default if
its/his performance of obligations hereunder is delayed or become impossible or
impracticable by reason of any act of God, war, fire, earthquake, strike, civil
commotion, epidemic, or any other cause beyond such party's reasonable control.
14.12. No Admission. Neither the entry into this Agreement nor the giving
of consideration under this Agreement will constitute an admission of any
wrongdoing by GTSI or Employee.
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14.13 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
14.14 Successors and Assigns. Neither party may assign this Agreement or
any of its rights or obligations hereunder (including, without limitation,
rights and duties of performance) to any third party or entity, and this
Agreement may not be involuntarily assigned or assigned by operation of law,
without the prior written consent of the non-assigning party, which consent may
be given or withheld by such non-assigning party in the sole exercise of its
discretion, except that GTSI may assign this Agreement to a corporation
acquiring: (1) 50% or more of GTSI's capital stock in a merger or acquisition;
or (2) all or substantially all of the assets of GTSI in a single transaction;
and except that Employee may transfer or assign his rights under this Agreement
voluntarily, involuntarily or by operation of law upon or as a result of his
death to his heirs, estate and/or personal representative(s). Any prohibited
assignment will be null and void, and any attempted assignment of this Agreement
in violation of this section will constitute a material breach of this Agreement
and cause for its termination by and at the election of the other party hereto
by notice. This Agreement will be binding upon and inure to the benefit of each
of the parties and, except as otherwise provided in this Agreement, their
respective legal successors and permitted assigns.
14.15 Survival. The definitions, representations and warranties herein as
well as obligations set forth in Sections 4, 5, 6, 7, 8, 10, and 11 will survive
any termination of this Agreement for any reason whatsoever.
14.16 Limitation of Damages. Except as expressly set forth herein, in any
action or proceeding arising out of, relating to or concerning this Agreement,
including any claim of breach of contract, liability shall be limited to
compensatory damages proximately caused by the breach and neither party will,
under any circumstances, be liable to the other party for consequential,
incidental, indirect or special damages, including but not limited to lost
profits or income, even if such party has been apprised of the likelihood of
such damages occurring.
14.17 Effective Date/Impact of Signature. This Agreement is delivered to
Employee on October 15, 2002, and amended on October 28, 2002. Employee
acknowledges that he has been advised that he has 21 days from October 28, 2002,
to review this Agreement to decide whether or not to accept this Agreement by
signing below. Employee understands and agrees that by signing this Agreement,
he is giving up the right to sue for age discrimination, and that under this
Agreement, GTSI will receive consideration to which it is not otherwise
entitled, and would not receive but for his release of rights under the law.
Notwithstanding anything in this Agreement to the contrary, Employee agrees
that, after he has signed and delivered this Agreement to GTSI, this Agreement
will not be effective or enforceable until the end of a seven (7) day revocation
period beginning the day after the Employee signs this Agreement. GTSI will have
no obligation to provide any Severance Compensation until the Agreement is
signed and the seven-day period has expired. During this seven-day period,
Employee may revoke his signature, without reason and in his sole judgment, but
he may do so only by delivering a written statement of revocation to GTSI to the
attention of COO and Legal Department. Once signed by Employee, if GTSI does not
receive a written revocation from Employee by the end of the revocation period,
then this Agreement will become legally enforceable.
If signed by Employee, this Agreement will be effective as of the eighth
day following the date of signature (the "Effective Date"), unless earlier
revoked as noted above.
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GTSI Corp. William E. Johnson, Jr.
By:_____________________________ Signature:__________________________________
William E. Johnson, Jr.
Print Name:_____________________
Print Title:____________________
Date:___________________________ Date: EXHIBIT A
---------------------------------------
STOCK OPTIONS
-------------------------------------------------------
Exercise Period
Options Date Exercise Following
Vested Issued Price Termination Date
-------------------------------------------------------
15,000 3/25/99 $3.7500 Three Months
-------------------------------------------------------
13,333 11/2/99 $2.8750 Three Months
-------------------------------------------------------
1,500 11/2/00 $3.2500 Three Months
-------------------------------------------------------
*6,667 11/2/99 $2.8750 Three Months
-------------------------------------------------------
*1,500 11/2/00 $3.2500 Three Months
-------------------------------------------------------
38,000
-------------------------------------------------------
* These 8,167 options are the stock options accelerated per Section 2.3 and
Exhibit B.
Note: Exercising of Options subject to compliance with GTSI's standard
exercising process and procedures. Employee agrees to notify GTSI of intent to
exercise no later than five (5) business days of the end of the applicable
Exercise Period. Actual number of shares available will be determined based on
official corporate record of Employee's option activity up to the Retirement
Date.
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EXHIBIT B
NOTICE OF ELECTION TO ACCELERATE OPTIONS
TO: CEO, GTSI CORP.
CC: Legal Department
FROM: William E. Johnson, Jr.
RE: Officer Severance Plan - Election to Accelerate Vesting of Options
Under the terms of the GTSI 1991 Officer Severance Plan (the "Severance
Plan"), I am entitled to receive 12 months of severance pay in accordance with
the terms of the Severance Plan. In accordance with Section 6 of the Severance
Plan and subject to the Severance Plan in all respects, this letter constitutes
notice to you that I hereby elect irrevocably (check only one of the following):
|___| Alternative 1: To forego and waive any and all rights to accelerate the
vesting of unvested installments of my stock options in accordance with the
terms and conditions of the Severance Plan.
OR
|___| Alternative 2: To accelerate the vesting of the unvested installments of
the stock options identified below granted to me under the GTSI Stock Option
Plans, as follows:
Number of
Date(s) Unvested
of Option Exercise Options to be
Grant(s) Price Accelerated
--------- -------- -------------
11/2/99 $ 2.8750 6,667
11/2/00 $ 3.2500 1,500
I acknowledge and agree that in consideration for the Company's
acceleration of the vesting of outstanding but unvested options under
Alternative 2 above, I will forego and waive my rights to receive 1 month of
severance pay to which I am otherwise entitled under the Severance Plan, as
provided for in the Employment Retirement Agreement Section 2.3.
Dated: October ____, 2002
_____________________________
William E. Johnson, Jr.
85