Employment Agreement (2004)Full Document 

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                             EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT is made and entered into as of March 10, 2004,
by and between VSE Corporation, a Delaware corporation ("Employer"), and Thomas
G. Dacus ("Employee");

     WHEREAS, Employee currently is employed by Employer as Director of the
Federal Group,

     WHEREAS, Employee has rendered many years of good and valuable service to
the Employer and has contributed greatly to Employer' s growth and success;

     WHEREAS, Employer wishes to induce Employee to relocate to the Washington,
DC area and remain in Employer's employ to prevent the significant loss which
Employer would incur if Employee were to leave and to enter the employment of a

     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 (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 objectively engage
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 December 31, 2006-, except
          as otherwise provided in Section 7. If the term of Employee's
          employment hereunder shall have continued until December 31, 2006,
          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 the Employer, at least 90 days prior to the
          expiration of the original term or any such extended term, shall
          give written notice to the Employer 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 all extensions thereof.

     2.   Duties

          (a)  Offices

               During the Term, Employee shall serve as Employer's Director
               of the Federal Group. Employer agrees that Employee will be
               assigned only duties of the type, nature and dignity normally
               assigned to the Group Directors of a corporation of the size,
               stature and nature of Employer.  During the Term, Employee
               shall have, at a minimum, the same perquisites of office as he
               had on the date hereof, and he shall report to the president
               and chief executive officer.

          (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 Employer
               or of any subsidiary thereof ("Subsidiary").

     3.   Compensation

          (a)  Salary

               During the Term, as compensation for services rendered by
               Employee hereunder, Employer shall pay to Employee a base
               salary at the rate of not less than his current annual rate,
               payable in installments in accordance with Employer's policy
               governing salary payments to senior officers generally ("Base
               Salary"). Effective January 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 or its
               Compensation Committee ("Performance Bonus"). Any Performance
               Bonus payable pursuant to this Section 3(b) shall be paid
               within 60 days after the end of the fiscal 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, including Employer's "Deferred Supplemental
               Compensation Plan," ESOP/401(k), and any stock grant, stock
               option, stock purchase or similar stock plans or arrangements.

          (d)  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
          comparable fringe benefits and perquisites as may be provided to any
          or all of Employer's senior officers pursuant to policies
          established from time to time by the Board. These fringe benefits
          and perquisites shall include holidays, group health insurance,
          short-term and long-term disability insurance, and life insurance,
          vehicle allowances, and supplemental executive health care benefits.
          Also, during the Term, Employee shall be entitled to 30 days paid
          leave per annum and to accrue unused leave from year to year and to
          be reimbursed for the costs of physical examinations up to $1,000
          per annum.

     5.   Expenses and Other Perquisites. Employer shall reimburse Employee
          for all reasonable and proper business expenses incurred by him
          during the Term in the performance of his duties hereunder, in
          accordance with Employer's customary practices for senior officers,
          and provided such business expenses are reasonably documented. Also,
          during the Term, Employer shall continue to provide Employee with an
          office and suitable office fixtures, telephone services, and
          secretarial assistance of a nature appropriate to Employee's
          position and status.

     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

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