Employment Agreement (2001)Full Document 

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                       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

     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

     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

        (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

     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

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