exhibit10-1.htm


  

    AMENDMENT
AGREEMENT

     

    This
Amendment Agreement (“Agreement”) is made as of April 19, 2010 by and between
VSE Corporation, a Delaware corporation (“Employer” or “VSE”), and Maurice A.
Gauthier (“Employee”).

     

    RECITALS

     

    A.           Employer
and Employee are parties to an Employment Agreement dated as of April 22, 2008,
as amended by a Statement of Amendment Number One to The Employment Agreement
between VSE Corporation and Maurice A. Gauthier effective as of April 22, 2008,
pursuant to which, among other things, Employer employ’s Employee as chief
executive officer, president and chief operating officer (the “Employment
Agreement”).

     

    B.           Employer
and Employees desire to amend the Employment Agreement as set forth
below.

     

    C.           Capitalized
terms used, but not otherwise defined, herein shall have the meanings ascribed
to them in the Employment Agreement.

     

    NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, VSE and Employee, each intending to be legally bound, agree
as follows:

     

    1. Amendment of Employment
Agreement.  The Employment Agreement shall be and hereby is
amended as follows:

     

    (a)           The
entire text of Section 1 shall be and hereby is deleted and in substitution
thereof the following text shall be and hereby is inserted:

     

    1.           Term.  The
term of Employee’s employment hereunder shall commence on April 28, 2008 (the
“Effective Date”) and shall continue until April 28, 2012, except as otherwise
provided in Section 7 (the “Term”).

     

    (b)           The
entire text of Section 7(a)(ii) of the Employment Agreement shall be and hereby
is deleted and in substitution thereof the following text shall be and hereby is
inserted:

     

    
      	
               
      

            	
              (ii)

            	
              Termination
      Without Cause.

            


    

     

    Employer
may, in its sole discretion, without Cause, terminate the Term at any time by
providing Employee with five days’ prior notice thereof.  If Employer
terminates the Term without Cause pursuant to this Section 7(a)(ii) and the
Termination Date is prior to April 28, 2012, Employer shall pay Employee on or
prior to the Termination Date a lump sum equal to the lesser of (1) two times
Employee’s Base Salary in effect as of the Termination Date or (2) such amount
as would not trigger the application of Section 280G of the Internal Revenue
Code of 1986 (“the Code”), as amended (the “280G Limitation”).  For
purposes of this Agreement, the 280G Limitation shall be applied after first
giving due effect to, inter alia, the rights and benefits provided to Employee
pursuant to the penultimate sentence of this Section 7(a)(ii) or to clauses (2)
and (3) of the last sentence of Section 7(c)(ii), as the case may
be.  In the event of any such termination of the Term by VSE without
Cause pursuant to this Section 7(a)(ii), Employee shall not be entitled to the
accrual or provision of any other compensation or benefit hereunder after the
Termination Date other than (1) the medical and hospitalization benefits for the
first 18 months after the Termination Date; (2) the provision of all
compensation and other benefits that shall have accrued as of the Termination
Date, including Base Salary, Performance Bonus, paid leave benefits, and
reimbursements of incurred expenses; (3) all restricted stock, restricted stock
units or similar rights to acquire capital stock granted by VSE to Employee
shall automatically become vested; and (4) all unvested rights of Employee under
VSE’s Deferred Supplemental Compensation Plan shall automatically become
vested.  Notwithstanding anything herein to the contrary, the
expiration of the Term pursuant to Section 1 shall not be considered a
termination by Employer without Cause for the purposes of this Agreement,
including this Section 7(a)(ii).

     

    2. The Employment
Agreement.  The Employment Agreement, as amended hereby,
remains in full force and effect.

     

    3. Binding
Effect.  This Agreement is binding upon and inures to the
benefit of VSE and Employee and their respective successors, legal
representatives, executors, heirs, administrators and assigns.

     

    4. Invalidity.  If
any one or more of the provisions contained in this Agreement shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement and this Agreement shall be enforceable to the fullest extent
permitted by law.

     

    5. Other
Provisions.  This Agreement shall be governed by, construed and
enforced in accordance with, Sections 8, 9, 10, 12, 13, 14, 15, 16 and 17 of the
Employment Agreement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN WITNESS WHEREOF, Employer
and Employee have executed and delivered this Agreement as of the date first
written above.

     

    VSE
CORPORATION,

      a
Delaware corporation

     

     

     

                       By:  /s/ Thomas R.
Loftus

                             
Thomas R. Loftus
                         
Executive Vice President

     

     

     

                             
/s/ Maurice A.
Gauthier

                             
Maurice A. Gauthier