Employment Agreement (2005)Full Document 

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                             EMPLOYMENT AGREEMENT

	THIS EMPLOYMENT AGREEMENT is made and entered into as of February 10,
2005, by and between Energetics Incorporated, a Maryland corporation ("Employer"
or "Energetics"), and James E. Reed ("Employee");

	WHEREAS, Employee has rendered several years of service to Employer;

	WHEREAS, Employee resigned his position as a Senior Vice President of
Energetics in 2001;

	WHEREAS, Employer wishes to induce Employee to return to service as
Chief Operating Officer and later, as President of Energetics;

	WHEREAS, Employer is a wholly owned subsidiary of VSE Corporation, a
Delaware corporation ("VSE" or "Parent Company"), which Parent Company together
with its wholly owned subsidiaries, including Energetics, is referred to herein
as the "Covered Company";

	WHEREAS, in the current business climate of takeovers and acquisitions,
Employee may be concerned about the continuation of his employment and his
status and responsibilities if a Change in Control of VSE ("Change of Control"
as defined below) occurs, and Employer is concerned that Employee may be
approached by others with employment opportunities;

	WHEREAS, Employer desires to ensure that, if a Change in Control appears
possible, Employee will be in a secure position from which to engage objectively
in any potential deliberations or negotiations respecting such Change in Control
without fear of any direct or implied threat to employment, status and
responsibilities; and

	WHEREAS, Employee desires to have the foregoing assurances;

	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 the date hereof and shall continue until January 31,
                2007, except as otherwise provided in Section 7. If the term of
                Employee's employment hereunder shall have continued until
                January 31, 2007, thereafter, such term of Employee's employment
                hereunder 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 term, shall give written notice to the other
                party of intent not to renew the term of Employee's employment
                hereunder. All references herein to the "Term" refer to the
                original term of Employee's employment hereunder and any
                extensions thereof.


	2.	Duties

		(a)	Offices

                        During the Term, Employee shall serve as Employer's
                        Chief Operating Officer and commencing on a date prior
                        to July 30, 2005, as Employer's President. Employer
                        agrees that Employee will be assigned only duties of the
                        type, nature and dignity normally assigned to someone in
                        a comparable position at a corporation of the size,
                        stature and nature of Employer.  During the Term,
                        Employee shall report to Energetics' President, and on
                        assuming the duties of Energetics' President, shall
                        report to the Energetics' board of directors (the
                        "Board") and the Board's chairman (the "Chairman") for
                        all operational and administrative matters concerning
                        Energetics.

		(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
                        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
                        base salary of $175,000 per annum, payable in
                        installments in accordance with Employer's policy
                        governing salary payments to senior officers generally
                        ("Base Salary"). Effective July 1 of every year during
                        the Term, Employee's compensation, 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 of
                        Directors ("Performance Bonus").  Any Performance Bonus
                        payable pursuant to this Section 3(b) shall be paid
                        within 60 days after the end of the year to which such
                        Performance Bonus relates.

                (c)	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 other officers
                        or senior officers of Employer.


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