EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made and entered into as of December 10, 1997, by
and between VSE Corporation, a Delaware corporation ("Employer"), and Byron S.
Bartholomew "Employee");
WHEREAS, Employee currently is employed by Employer as a senior corporate
officer;
WHEREAS, Employee has rendered good and valuable service to the Employer
and has contributed greatly to Employer's growth and success;
WHEREAS, Employer wishes to induce Employee to 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 competitor;
WHEREAS, in the current business climate of takeovers and acquisitions,
Employee may be concerned about the continuation of employment and 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 January 1, 1999, except as
otherwise provided in Section 7. If the term of Employee's employment
hereunder shall have continued until January 1, 1999, 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, at
least 90 days prior to the expiration of the original term or any such
extended term, shall give written notice to the other 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 in Employee's current or
comparable capacity, and the Board shall renominate Employee,
and Employee shall perform duties as assigned. 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 have, at a minimum,
the same perquisites of office as on the date hereof, and shall
report directly to the Employer's Chief Operating Officer.
(b) Full-Time Basis
During the Term, Employee shall devote, on a full-time basis,
Employee's services, skills and abilities to 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 Employee's current rate per annum,
payable in installments in accordance with Employer's policy
governing salary payments to senior officers generally ("Base
Salary"). In February of every year during the Term, Employee's
compensation, including Base Salary, will be subject to review,
provided that, the Base Salary shall not be less than the
current rate.
(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 in accordance with Company
policy ("Performance Bonus"). Any Performance Bonus payable
pursuant to this Section 3(b) shall be paid within 30 days after
the end of the fiscal period 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 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. These fringe benefits and perquisites shall include
holidays, group health insurance, disability insurance, and life
insurance.
5. Expenses and Other Perquisites. Employer shall reimburse Employee for
all reasonable and proper business expenses incurred in the
performance during the Term of duties hereunder, in accordance with
Employer's customary practices for senior officers, and provided such
business expenses are reasonably documented.
6. Exclusive Services, Confidential Information, Business Opportunities
and Non-Solicitation
(a) Exclusive Services
(i) During the Term, Employee shall at all times devote
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 written consent of the Chief
Executive Officer or Chief Operating Officer, provided
that such prior consent shall not be required with
respect to (1) business interests that neither compete
with Employer or any Subsidiaries nor interfere with