**Exhibit 10.20**

 

**FORM OF GTSICHANGE OF CONTROL AGREEMENT**

 

This Change of ControlAgreement (“Agreement”) is entered into as of**January 01,2005** (the “Effective Date”), by and between                                 (“Executive”) and GTSI Corp. (the “Company”),a Delaware corporation. The Agreement provides, without changing the nature ofthe at-will employment relationship, certain benefits if the Executive isterminated after the Company affects a change of control, all as outlinedbelow.

 

**1. Terms and Termination Of Employment.**

 

1. 1                              Definition. The capitalized terms used in this Agreementwill have the meaning set out in Exhibit  A – Definitions.

 

1.2                                 Changeof Control Termination. In the event Executive’s employment with theCompany is terminated without Cause, or the Executive resigns for Good Reasonduring the Change of Control Period, or events leading to Executive’sresignation for Good Reason are effected in anticipation of a Change ofControl, including but not limited to an attempt to avoid the Company or itssuccessor’s obligations under this Agreement, then the following will occur:

 

(a) Company will provide to Executive,within thirty (30) days after the effective date of such termination withoutCause or resignation for Good Reason, a severance payment, subject to standardwithholdings and deductions, in an amount equal to   [X]  **months** (“Period”) of the Executive’sAnnual Total Target Compensation.  Thisamount will be paid for over a total of [X]**months**,payable in bi-monthly payments on GTSI’s normal pay periods. Payments willbegin on the initial pay period following the Effective Date. In addition, theCompany will provide, at its expense, said Executive with continued grouphealth insurance benefits (medical, dental and vision) for Executive andExecutive’s eligible dependents under COBRA for a period of up to [X] monthsfollowing the effective date of Executives termination without Cause orresignation for Good Reason; or the Executive is gainfully employed at anotherplace of work, whichever is sooner.

 

(b) Any unvested options in Companystock issued to Executive pursuant to the Company’s 1996 Stock Option Plan orCapitalization Plan will have their vesting accelerated in full so as to becomeone hundred percent (100%) vested and immediately exercisable in full as of thedate of such termination.

 

(c) Prior to Executive gaining the rightto receive, and in exchange for, the severance compensation, benefits andoption acceleration provided in Sections 1.2 (a) and (b) above, towhich Executive would not otherwise be entitled, Executive will first enterinto and execute a release substantially in the form attached hereto as Exhibit B(the “Release”) upon Executive’s termination of employment. Unless the Releaseis executed by Executive and delivered to the Company within twenty-one (21)days (forty-five (45) days in the event of a group termination) after thetermination of Executive’s employment with the Company, Executive will notreceive any severance benefits provided under this Agreement, acceleration, ifany, of Executive’s Options as provided in this Agreement will not apply andExecutive’s options in such event may be exercised following the date ofExecutive’s termination only to the extent provided under their original termsin accordance with the applicable stock option plan and option agreements.

 

1.3  Gross-up Payment.

 

(a) In the event it is determined thatany payment or distribution by the Company to or for the benefit of theExecutive in accordance with Section 1.2 above (a “Payment”) would besubject to the excise tax imposed by Section 4999 of the Internal RevenueCode of 1986, as amended (the “Code”), then the Executive will be entitled toreceive an additional payment (a “Gross-up Payment”) in an amount such that,after payment by the Executive of the excise tax imposed by Section 4999of the Code on the Gross-up Payment, the Executive retains an amount of theGross-up Payment equal to the excise tax imposed upon the Payment. Executiveand Company agree to use commercially reasonable efforts to reach mutualagreement, upon advise from each party’s tax advisors, regarding the applicableexcise tax and the amount of the Gross-up Payment.

 

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(b) The Executive will notify theCompany in writing of any inquiry, claim or proceeding brought by the InternalRevenue Service, or other state or federal taxing authority, that would resultin a requirement by the Company to pay the Gross-up Payment. The Executive willprovide such notice within thirty (30) days of its receipt.

 

1.4  At-Will Employment.Executive’s relationship with the Company continues to be an at-will employmentrelationship. The Company or Executive has the right to terminate Executive’semployment with the Company at any time with or without Cause and with orwithout notice. Nothing in this Agreement confers upon the Executive any rightto continue in the employ of the Company prior to, or after a Change of Controlof the Company or in any way limit the rights of the Company, except asexpressly stated herein, to discharge the Executive at any time prior to, orafter the date of a Change of Control of the Company for any reason whatsoever,with or without cause.

 

**2.  General Provisions.**

 

2.1 Notices. Any notices provided will be in writing and will bedeemed effective upon personal delivery (including, personal delivery byfacsimile transmission), the day delivery is confirmed by a national courier,or the third day after mailing by first class mail, to the Company at itsprimary office location and to Executive at his/her address as listed on theCompany payroll (which address may be changed by written notice).

 

2.2  Severability.Whenever possible, each provision of this Agreement will be interpreted in suchmanner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be invalid or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity orunenforceability will not affect any other provision or any other jurisdiction,and such invalid or unenforceable provision will be reformed, construed andenforced in such jurisdiction so as to render it valid and enforceableconsistent with the intent of the parties insofar as possible.

 

2.3 Waiver. Any waiver of a breach of any provisions of this Agreementwill not be deemed to have waived any preceding or succeeding breach of thesame or any other provision of this Agreement.

 

2.4  Entire Agreement;Survival. This Agreement, together with Executive’s offer letter (if any),the GTSI Non-Disclosure Agreement signed by the Executive (if any) forms thecomplete and exclusive statement of Executive’s employment with the Company,and will survive any Change of Control. This Agreement is entered into withoutreliance on any promise, representation, statement or agreement other thanthose expressly contained or incorporated herein, and it cannot be modified oramended except in a writing signed by Executive and another duly authorizedofficer of the Company. The terms and conditions of the Company’s Director andOfficers Insurance Policy, that by their nature survive Executive’s terminationof employment with the Company shall also survive any termination hereunder.

 

2.5  Successors and Assigns.This Agreement is intended to bind and inure to the benefit of and beenforceable by Executive, the Company and their respective successors, assigns,heirs, executors and administrators, except that Executive may not assign anyof his duties hereunder and he may not assign any of his rights hereunderwithout the written consent of the Company, which shall not be withheldunreasonably.

 

2.6  Attorneys’ Fees. Ifeither party brings any action to enforce the rights hereunder, the prevailingparty in any such action shall be entitled to recover his/her or its reasonableattorneys’ fees and costs incurred in connection with such action.

 

2.7  Governing Law. Allquestions concerning the construction, validity and interpretation of thisAgreement will be governed by the law of the Commonwealth of Virginia asapplied to contracts made and to be performed entirely within Virginia.

 

*IN WITNESS WHEREOF, the parties have executedthis Agreement effective as of the Effective Date above written.*

 
| GTSI Corp. |                        |       |       |       |
|------------|-----------------------------|------------|------------|------------|
|       | Executive                   |       | Date       |       |
|       |                        |       |       |       |
| By:        |                        |       |       |       |   |   |
|       | M. Dendy Young              |       |       |       |   |   |
| ** ** | **Chief Executive Officer** | ** ** | ** ** | ** ** | ** ** | ** ** |

 

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GTSI Change of Control Provision, Exhibits

 

## **Exhibit A**

# **Definitions**

#  

The following definitions will apply to the GTSI Change of ControlAgreement:

 

(a) ”TotalTarget Average Annual Compensation” means the average of the Executive’s annualrate of base salary and incentive as in effect on the day prior to thetermination without cause or resignation for Good Reason.

 

“Cause” means Executive’s (i) willful andcontinued failure to substantially perform his/her duties with the Company orwillful and continued failure to substantially follow and comply with thespecific and lawful directives of the CEO, as reasonably determined by the CEO(other than any such failure resulting from your incapacity due to physical ormental illness or any such actual or anticipated failure after notice ofresignation), after a written demand for substantial performance is deliveredto the Executive by the CEO, which demand specifically identifies the manner inwhich the CEO believes that the Executive has not substantially performedhis/her duties, (ii) conviction of any felony involving moral turpitude; (iii) engagingin illegal business practices or other practices contrary to the writtenpolicies of the Company; (iv) misappropriation of assets of the Company; (v) continualor repeated insobriety or drug use; (vi) continual or repeated absence forreasons other than disability or sickness; (vii) fraud; or (viii) embezzlementof Company funds.

 

“Change of Control” means (i) the acquisition by any individual orentity resulting in the control of 50% or more of outstanding shares of GTSI; (ii) achange in a majority of the Company Board of Directors (other than through an “actof God”) and clearly related to the acquisition if the change occurred duringany 12 consecutive months, and the new directors were not elected by theCompany’s stockholders or by a majority of the directors who were in office atthe beginning of the 12 months; or (iii) the stockholders of the Companyapprove a merger or consolidation of the Company with any other corporation(and the consummation thereafter), other than a merger or consolidation whichwould result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent more than 50% of the combined votingpower of the voting securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation.

 

“Change of Control Period” means the period of time starting six (6) monthsprior to the date the Change of Control is effected and ending **twenty-four (24)** months followingsuch Change of Control.

 

“Good Reason” means any one of the following events(so long as Executive tenders his resignation to the Company within sixty (60)days after the occurrence of the event which forms the basis for anytermination for Good Reason and clearly related to the Change of Controlevent): (i) any reduction of the Executive’s then existing annual basesalary or annual bonus target; (ii) any material reduction in the packageof benefits and incentives, taken as a whole, provided to the Executive (exceptthat employee contributions may be raised to the extent of any cost increasesimposed by third parties as applied to the Company as a whole) or any action bythe Company which would materially and adversely affect the Executive’sparticipation or reduce the Executive’s benefits under any such plans, exceptto the extent that such benefits and incentives are reduced as to be madeequivalent to the benefits and incentives of all other executive officers ofthe Company and/or its successor or assign; (iii) any diminution of theExecutive’s duties, responsibilities, authority, reporting structure, titles oroffices, excluding for this purpose an isolated, insubstantial or inadvertentaction not taken in bad faith which is remedied by the Company immediatelyafter notice thereof is given by the Executive; (iv) request that theExecutive relocate to a work site that would increase the Executive’s one-waycommute distance by more than thirty-five (35) miles from his then principalresidence, unless the Executive accepts such relocation opportunity; (v) anymaterial breach by the Company of its obligations under this Agreement; or (vi) anyfailure by the Company to obtain the assumption of this Agreement by anysuccessor or assign of the Company.

 

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**Exhibit B**

## **RELEASE AND OBLIGATION AGREEMENT**

## ** **

Iunderstand that my position with GTSI Corp. (the “Company”) terminatedeffective                               (the “Separation Date”).  The Company hasagreed that if I choose to sign this Release, the Company will, within thirty(30) days after the Effective Date of this Release and Obligation Agreement (“Release”),pay me certain severance benefits (minus the standard withholdings anddeductions) pursuant to the terms of the GTSI Change of Control Agreement (the “Agreement”)entered into on                               between myself and the Company, and anyagreements incorporated therein by reference. I understand that I am not entitled to such severance benefits unless Isign and comply with this Release.  Ifurther understand that, regardless of whether I sign this Release, the Companywill pay me all of my accrued salary and paid time off through the SeparationDate, to which I am entitled by law.

 

Inconsideration for the severance benefits I am receiving under the Agreement, Iagree to the following:

 

Non-Compete.I agree that for [X]**months**from the Separation Date, I will not, without the prior written consent of GTSI’s**CEO** (or equivalent), either directly or indirectly, for myself or on behalfof or in conjunction with any other person, company, partnership, corporation,business, group or other entity, as an officer, director, owner, partner,member, joint venture, or in any other capacity, whether as an employee,independent contractor, consultant, advisor or sales representative providemanagerial services in support of a “Competitive Business”.  I understand that the term “CompetitiveBusiness” means and includes any business or activity (to include a division orgroup within a corporation), as it relates to the sales of informationtechnology products and/or services to any U.S. federal, state of localgovernment entity, and its annual sales primarily consist of InformationTechnology (“IT”) products and IT product-related solutions that aresubstantially the same as any material business or significant activityconducted by GTSI during my period of employment with GTSI; and has an officethat is within fifty (50) miles of each and every one of GTSI’s place ofbusiness (including its facilities and employee’s home offices).  For purpose of clarification, but in no waylimiting the foregoing, the federal, state or local business of the followingcompanies will be considered Competitive Businesses:  *Dell Corporation PublicSector, Northrop Grumman IT, APTIS, GovConnection, iGov, DLT Solutions,Lockheed Martin IT, Government Micro Resources, World Wide Technology, InsightEnterprises, Inc., Vion Corporation, and CDW-G.*

 

Non-Solicitation ofEmployees. I alsoagree that for **6 months**from the Separation Date, I will not, without the prior written consent of GTSI’sCEO (or equivalent) solicit or attempt to solicit for employment for or onbehalf of any corporation, partnership, venture or other business entity anyperson who, as of the Separation Date or within 6 months prior to that date,was employed by GTSI or a subsidiary as an employee, manager or executive andwith whom I had material contact during the course of his employment with GTSI(whether or not such person would commit a breach of contract).

 

Non-Solicitation of Customers and Non-Disparagement. I acknowledge that I owe GTSI a duty ofloyalty, and to preserve and protect, among other things, GTSI’s ConfidentialInformation, as well as GTSI’s relationships with its present and potentialcustomers and partners. As a result, I agree that for **6 months**from the Separation Date, I will not solicit or make any statement or do anyact intended to cause such customer or partner to make use of or obtain from anyperson or business, services or goods which are similar or related to thoseoffered by GTSI; or discuss with any other GTSI employee the present operationsor formation and future operations of any business competing with or intendedto compete with GTSI. I further agree, that my communications with any GTSIemployee, customer, vendor, supplier and any competitor and any personassociated with any media) which in any way relates to GTSI or to GTSI’sdirectors, officers, management or employees: (1) will be truthful; and (2) will not disparage or underminethe reputation or business practices of GTSI or its directors, officers,management or employees.

 

Release: Ihereby release GTSI and its officers, directors, agents, attorneys, employees,shareholders, parents, subsidiaries, and affiliates from any and all claims,liabilities, demands, causes of action, attorneys’ fees, damages, orobligations of every kind and nature, whether they are now known or unknown,arising at any time prior to the date I sign this Release.  This general release includes, but is notlimited to:  all federal and statestatutory and common law claims, claims related to my employment or thetermination of my employment or related to breach of contract, tort, wrongfultermination, discrimination, harassment, defamation, fraud, wages or benefits,or claims for any form of equity or compensation.  Notwithstanding the release in the precedingsentence, I am not releasing any right of

 

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indemnification,or Company Director and Officer insurance protection, I may have for anyliabilities and costs of defense (including without limitation reasonableattorneys’ fees) arising from my actions within the course and scope of myemployment with the Company.

 

IfI am forty (40) years of age or older as of the Separation Date, I acknowledgethat I am knowingly and voluntarily waiving and releasing any rights I may haveunder the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”).  I also acknowledge that the considerationgiven for the waiver in the above paragraph is in addition to anything of valueto which I was already entitled.  I havebeen advised by this writing, as required by the ADEA that:  (a) my waiver and release do not applyto any claims that may arise after my signing of this Release; (b) Ishould consult with an attorney prior to executing this Release; (c) Ihave twenty-one (21) days (forty-five (45) days in the event of a grouptermination) within which to consider this Release (although I may choose tovoluntarily execute this Release earlier); (d) I have seven (7) daysfollowing the execution of this release to revoke the Release; and (e) thisRelease will not be effective until the eighth day after this Release has beensigned both by me and by the Company (“Release Effective Date”).

 

 
| Agreed: |   |   |        |
|---------|--------|--------|-------------|
|    | Date   |   | [Executive] |

 

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