EXHIBIT 10.32
OFFER LETTER OF THOMAS MUTRYN
GTSI Corp.
3901 Stonecroft Blvd., Chantilly, VA 20151-1010
31 December 2002
Mr. Thomas A. Mutryn
8411 Rapley Ridge Lane
Potomac, MD 20854
Dear Tom:
GTSI Corp. ("GTSI") is pleased to offer you the position of Senior Vice
President and Chief Financial Officer. In this position, you will report
directly to me. We would like your employment to commence as soon as possible,
preferably by the Projected Start Date referred to below. We are optimistic that
you will be able to make a significant contribution to GTSI.
Your total annual target compensation will be $391,000. This will consist of a
base salary of $230,000 ($9,853.33 semi-monthly) plus participation in an
Executive Incentive Compensation Plan (@ 70% of base salary). At 100% goal
attainment, your annual target bonus under this plan will be $161,000. At 200%
(the maximum payout for this Plan), your annual target bonus under this plan
will be $322,000 ($552,000 TTC at 200%). GTSI guarantee that through the end of
2003, payouts under the incentive plan will not be less than 100% target.
As a further incentive to you, you will also be eligible for a one time bonus of
$60,000. This bonus will be distributed as follows: $30,000 after your initial
start date and $30,000 after 6 months of successful employment. If you should
leave within a one-year period of joining GTSI you will be required to repay a
pro-rated amount of the bonus to GTSI.
You will be eligible, on the first of the month following your hire date, to
join the GTSI benefits plan which would include life insurance, comprehensive
medical, dental and vision insurance for yourself and dependents on a
contributory basis if you so elect. We will provide you with detailed
information concerning your complete benefits package upon employment. You will
be eligible for four weeks of vacation for the year 2003 and for each calendar
year. This will prorate for partial years. As with all GTSI employees, you will
be subject to all Company policies and procedures.
If, during the first 6 months from your date of hire, your employment ceases for
any reason other than for "cause"(2) you will receive a severance equal to 6
months' base salary paid out over the following six months. You will also be
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(2) Cause - Termination by GTSI of an officer's employment for "Cause" means
termination as a result of (i) acts or omissions involving unacceptable
performance or conduct (examples of which include, but are not limited to:
failure or refusal to perform assigned duties or to follow Company policies, as
determined in the sole discretion of the Company; commission of sexual
harassment; excessive absenteeism; unlawful use or possession of drugs or misuse
of legal drugs or alcohol; misappropriation of a Company asset or opportunity;
the offer, payment, solicitation or acceptance of any bribe or kickback with
respect to the Company's business; the assertion, representation or
certification of any false claim or statement to a Company customer; or
indictment or conviction for any felony whatsoever or for any misdemeanor
involving moral turpitude); (ii) inability for any reason to perform the
essential functions of the position; or (iii) other conduct deemed by the
Company to be inappropriate for an officer or harmful to the Company's interests
or reputation. 3 Change of control is defined as (i) control of 50% or more of
outstanding shares of GTSI; (ii) a change in a majority of the Company Board of
Directors if the change occurred during any 12 consecutive months, and the new
directors were not elected by the Company's shareholders or by a majority of the
directors who were in office at the beginning of the 12 months; or (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent more than 50% of the combined voting power of
the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation.
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eligible for any earned incentives during this six month period. The option
exercise period would be extended for five months to be coterminous with the
salary.
In the case of a "change in control,"(3) you will receive immediate vesting of
all outstanding stock options. If, within the first 24 months following a change
of control, you are terminated, your compensation is reduced, your
responsibilities substantively diminished, or you are required to relocate, you
will receive a lump-sum payment equal to your then current annual salary plus
your targeted annual bonus.
As part of your compensation package, we will recommend to the Compensation
Committee of the Company's Board of Directors that the Committee grant to you a
nonstatutory stock option ("Option"), effective as of the date of grant which
will be the date of actual Board approval, (the "Grant Date"), to purchase
125,000 shares of the Company's Common Stock. The exercise price will be equal
to the closing price of the Company's Common Stock on the Grant Date or, if
there has been no trading in the Company's Common Stock on the Grant Date, then
the immediately preceding date upon which the Company's Common Stock is so
traded (as reported the following business day in The Wall Street Journal). Your
options will vest and be exercisable, cumulatively, in five equal annual
installments with the first installment vesting on the Grant Date and the
remaining installments vesting on each anniversary of the Grant Date, and will
be subject to the terms and provisions of the stock option agreement evidencing
the grant of the Option. Your Option shall expire, to the extent not previously
exercised, upon the earlier of seven years from the date of initial vesting or
three months after you cease to be a GTSI employee. Since this stock option
offer is by rule subject to approval by GTSI's Board of Directors or a Committee
thereof, no one at GTSI can promise or ensure such approval. Nonetheless, we
envisage Committee approval without problem.
To comply with the Immigration Reform and Control Act, you will be required to
verify citizenship by completing the enclosed form and presenting the requested
documents on the first day of employment. Employment is contingent upon
satisfactory references, successful completion of pre-employment drug screening,
and the completion of a GTSI Corp. non-disclosure form.
Your employment at GTSI will be an "at will" relationship; that is, either party
may end it at any time. Neither this offer of employment, nor your acceptance,
nor our maintenance of personnel policies, procedures, and benefits creates a
minimum term of employment. Please also be advised that it is GTSI's policy that
employees should discuss salary issues only with their manager. For the first
120 days of employment, you will serve an initial introductory period.
The creation of enthusiastic customers by exceeding their expectations is a
fundamental principle for GTSI and all its employees. In this regard, we rely on
effective customer relationship management ("CRM"), as implemented through our
contact database, as a unifying factor that manages all forms of communication
with our customers, increasing the value of GTSI to our customers and the value
of our customers to GTSI. To create enthusiastic customers in this manner, we
need the support and commitment of each and every GTSI employee. We ask that you
give us that support and commitment throughout your time at GTSI.
By executing this letter, you represent and warrant to GTSI that you are not
currently subject to any express or implied contractual obligations to any of
your former employers under any secrecy, non-competition or other agreements or
understandings, except for any of which you have furnished copies or written
summaries to me, prior to your execution of this letter.
This letter contains our entire understanding with respect to your employment at
GTSI. It supersedes all prior or contemporaneous representations, promises or
agreements concerning this subject, whether in written or oral form, and whether
made to or with you by any employee or other person affiliated with GTSI or any
actual or perceived agent. This offer of employment will expire one week from
the date of this letter.
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(3) Change of control is defined as (i) control of 50% or more of outstanding
shares of GTSI; (ii) a change in a majority of the Company Board of Directors if
the change occurred during any 12 consecutive months, and the new directors were
not elected by the Company's shareholders or by a majority of the directors who
were in office at the beginning of the 12 months; or (iii) the stockholders of
the Company approve a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation.
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Tom, we believe you will provide GTSI with the creativity and experience to
contribute to continued GTSI growth. We also believe that GTSI can provide you
with opportunities for professional growth and financial return. We look forward
to the commencement of your employment with GTSI and expect a mutually
fulfilling and rewarding relationship.
Please acknowledge your acceptance of this offer by signing the enclosed copy of
this letter, and returning it to me as soon as possible along with your
completed application of employment.
Sincerely, Acknowledged/Accepted
Dendy Young _________________________Date____________
Chairman & CEO Thomas A. Mutryn
Projected Start Date: January 06, 2003
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