THIS EMPLOYMENT AGREEMENT is made and entered into as of
April 22, 2008, by and between VSE Corporation, a Delaware corporation
("Employer" or "VSE"), and Maurice A. Gauthier ("Employee").
Employer desires to employ Employee, and Employee desires to work
for VSE, upon the terms and conditions stated herein.
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 April 28, 2008 (the "Effective Date") and shall continue until April
28, 2010, except as otherwise provided in Section 7 (the "Term"). If
the Term shall have continued until April 28, 2010, thereafter such
Term 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 one-year Term,
shall give notice to the other party of such party's intent not to
renew the Term. All references herein to the "Term" refer to the
original Term and any extensions thereof hereunder.
(a) Offices. During the Term, Employee shall serve as VSE's
chief executive officer, president and chief operating officer.
Employee will be assigned only duties of the type, nature and dignity
normally assigned to someone in comparable positions at a corporation
of the size, stature and nature of Employer. During the Term, Employee
shall report to VSE's board of directors (the "Board") in respect of
all operational and administrative matters regarding VSE or any of its
subsidiaries (collectively with VSE, "any Covered Company").
(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 his duties hereunder or present a conflict of
interest with the interests of any Covered Company.
(a) Salary. During the Term, as compensation for services
rendered by Employee hereunder, Employer shall pay to Employee a
minimum base salary at the rate of $415,000 per annum, payable in
installments in accordance with Employer's policy governing salary
payments to senior officers, as such policy may be amended time to time
by VSE ("Base Salary"). Each January commencing with January 2009, or
on such other annual date as shall be determined by Employer,
Employee's compensation hereunder, 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 under VSE's
Performance Bonus Plan ("Performance Bonus"). Any Performance Bonus
payable to Employee pursuant to this Section 3(b) shall be paid within
90 days after the later (i) of the date on which the Board has
determined to grant Employee a Performance Bonus in a specified amount
or (ii) the end of VSE's fiscal year to which such Performance Bonus
(c) Inducement Bonus and VSE Stock Award. To induce Employee
to become VSE's chief executive officer and president hereunder,
Employer is, concurrently with the execution hereof, (i) paying $25,000
to Employee as a bonus and (ii) granting Employee 5,831 shares of VSE's