Exhibit 10.1


 


July 15, 2005


 


Ms. Terri Allen


 


Dear Terri:


 


We understand your desire to change your employment status with
GTSI.  As we set out in our draft letter
to you dated July 8, 2005, we accepted your resignation date as of July 8,
2005. In your resignation notice you provided two weeks notice, therefore we will
reflect your separation date from GTSI as July 22, 2005 (your “separation
date”), however, as set out below, you will remain an active employee until October 22,
2005 (“End Date”), at which date you will no longer be employed by GTSI.  We appreciate the contributions you have made
to GTSI in the past.


 


With your final paycheck, regardless of whether or not you sign this
letter, you will receive:


 


•      Payment of
an amount equal to your accumulated vacation and PTO entitlements earned
through your separation date;


 


•      Reimbursement
for all approved business expenses, provided you submit your expense report to
your manager within two weeks of the separation date;


 


In
addition, if you sign and date this letter (the “Letter” or “Separation Letter”)
to show that you accept its terms (and do not later revoke it, as described
below), and you work in a full time productive manner through your separation
date, GTSI will provide you with separation benefits exceeding those otherwise
due you under your current compensation arrangement with us (“Incremental
Benefits”).  Following your separation
date, and so long as you comply with the terms of this Separation Letter, we
will provide you with Incremental Benefits consisting of three months (3) of
base compensation ($62,500.00 cumulative). 
These monies will be processed in the normal payroll process for this
time period.  Additionally, GTSI has no
intention of contesting any legal right you may have to receive any
unemployment benefits relating to this separation.


 


GTSI
will agree to pay concurrent COBRA expenses during the months of August,
September, and October 2005, with the same cost sharing arrangement that
is in place today.


 


Your
status will remain as an active employee through the End Date.  Accordingly, any options that are scheduled
to vest during this period will vest pursuant to the terms outlined in the Plan
documents.  Towards the end of your
employment, GTSI will discuss with you the potential buy-back of your Stock
Options, and if agreed upon, we will agree to the terms at such time.


 


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GTSI
will also allow you to retain the current Gateway laptop computer, associated
peripherals, and docking station for your personal use as well as your
Blackberry and its docking station.  We
expect that anything GTSI Confidential will be deleted in a timely fashion as
soon as you are no longer an active full time employee of the company.


 


In
order to qualify for the Incremental Benefits referred to above, you need to (1) sign
and return this Separation Letter to us within the time period indicated below
(not later than July 29, 2005), and (2) comply with the terms of this
Separation Letter.  By signing this
Separation Letter, you will be agreeing to the following terms, in
consideration for receiving the Incremental Benefits:


 


1.               In addition
to the terms of any confidentiality, proprietary rights, non-solicitation or
nondisclosure agreements you have agreed to with GTSI, you agree that for a
period of twelve months after the expiration of the separation period (October 22,
2005) that you will not directly or indirectly solicit or offer employment to
or hire any person who then is an employee of GTSI, or work as an employee or
independent consultant for any of the entities listed (CDW-G, Dell, DLT,
Northrop Grumman CS, GMR, PC Connections, Pomeroy, ComTek, TIG) that have an
office within a fifty (50) mile radius of GTSI’s Chantilly office, where such
employment involves your support of one of these entities to provide products
or services to the Federal Government that are the same as, or substantially
similar to, the goods or services provided by GTSI.


 


2.               Because of
the unique nature of the above provisions, you understand and agree that GTSI
will suffer irreparable harm in the event that you fail to comply with any of
your obligations under Sections 1 above and that monetary damages will be
inadequate to compensate GTSI for such a breach.  Accordingly, you agree that GTSI will, in
addition to any other remedies available to it at law or in equity, be entitled
to injunctive relief to enforce the terms of Sections 1 above.  (“Injunctive relief” means a legal order from
a court prohibiting a person or corporate entity from carrying out a given
action, or ordering a given action to be done.)


 


3.               You will
return to GTSI immediately any and all GTSI assets or property that you have in
your possession or control outside of those listed earlier.


 


4.               You
will not publicly disparage, whether in writing, electronically or orally,
GTSI, or any of its employees or members of the board of directors, and that
you will not communicate to or with any governmental body regarding GTSI unless
compelled by law.  In addition, GTSI
agrees to take every reasonable effort to ensure that that any employee or
member of the board of directors will not publicly disparage you, whether in
writing, electronically or orally.


 


5.               You forever
release and discharge GTSI and its successors, its current and prior
stockholders of record, officers, directors, and employees, past or present,
from any and all causes of action, actions, judgments, liens, indebtedness,
damages, losses, claims, liabilities, expenses and demands of any kind or
character whatsoever:  whether known or
unknown, suspected to exist or not suspected to exist, anticipated or not
anticipated; whether or not previously brought before any state or federal


 


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agency, court or other governmental entity
and whether existing on or arising prior to the date of this Separation Letter;
and which, directly or indirectly, in whole or in part, relate or are
attributable to, connected with, or incidental to your previous employment by
GTSI, the separation of that employment, and any dealings between the parties
concerning your employment existing prior to the date of execution of this
Separation Letter.  This expressly
includes any and all claims of discrimination on account of sex, race, age,
handicap, veteran status, national origin or religion, and claims or causes of
action based upon any equal employment opportunity laws, ordinances,
regulations or orders, including Title VII of the Civil Rights Act of 1964 and
the Age Discrimination In Employment Act, the Americans With Disabilities Act,
Executive Order 11246, the Rehabilitation Act and any applicable state or local
anti-discrimination statutes.  It
also includes claims for breach of any contract, agreement or promises made
prior to this date; claims for wrongful termination actions of any type, breach
of express or implied covenant of good faith and fair dealing; intentional or
negligent infliction of emotional distress; claims for fraud, libel, slander or
invasion of privacy. You and GTSI agree that you are not waiving any rights
or claims under the Age Discrimination In Employment Act that may arise after
your execution of this Separation Letter. 
This is intended to exclude from release only claims “that arise after”
execution of this Separation Letter as provided for by the Older Workers
Benefit Protection Act.  This release
also applies to any claims or rights that you might have or assert with respect
to any claims or rights, if any, concerning any GTSI bonus plan.


 


6.               You agree to
provide GTSI with any requested reasonable support and consultation regarding
any legal matter, to include making yourself reasonably available at GTSI’s
facilities to discuss background matters or appearances in court or at
Deposition hearings. You also agree, if requested, to provide any affidavits or
other written statements, and to sign such statements so long as they represent
your actual knowledge and belief.


 


Terri, in addition to the Incremental Benefits, GTSI will upon your
acceptance of the terms of this Separation Letter, agree to waive any claims
against you. Specifically, GTSI will forever release you, and your heirs, from
any and all cause or causes of action, actions, judgments, liens, indebtedness,
damages, losses, claims, liabilities, expenses and demands of any kind or
character whatsoever, whether known or unknown, anticipated or not anticipated,
whether or not previously brought before any state or federal agency, court or
other governmental entity which are existing on or arising prior to the date of
this Separation Letter and which, directly or indirectly, in whole or in part,
relate or are attributable to, connected with, or incidental to your employment
by GTSI, your separation from GTSI, and any dealings between the parties
concerning your employment existing prior to the date of execution of this
Agreement (excepting only claims arising from a breach by your of the terms of
this Separation Letter).


 


******


 


This Separation Letter is governed by Virginia law, contains the full
and complete understanding between you and GTSI concerning its subject matter,
and supersedes all prior or concurrent representations and understandings
between you and GTSI regarding your separation. 
In the event that any of its provisions or any obligation or waiver or
grant of rights


 


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by you under it is found invalid or unenforceable pursuant to a
judicial decree or decision, any such provision, obligation, waiver or grant of
rights shall remain enforceable to the maximum extent permitted by law, and the
remainder of this agreement shall remain valid and enforceable according to its
terms.


 


YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SEPARATION LETTER IN ITS
ENTIRETY, HAVE HAD THE OPPORTUNITY TO ASK QUESTIONS ABOUT THIS SEPARATION
LETTER AND TO SEEK INDEPENDENT LEGAL COUNSEL, AND UNDERSTAND AND AGREE TO EACH
PROVISION. YOU HAVE RECEIVED (OR HAVE VOLUNTARILY AND KNOWINGLY ELECTED NOT TO
RECEIVE) INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING
INTO THIS SEPARATION LETTER.  YOU
ACKNOWLEDGE THAT YOU ARE NOT ENTITLED TO RELY UPON, NOR HAVE YOU IN FACT RELIED
UPON, THE LEGAL OR OTHER ADVICE OF GTSI OR ITS AGENTS, INCLUDING ATTORNEYS OR
OTHER EMPLOYEES, IN ENTERING INTO THIS SEPARATION LETTER.


 


If the terms and conditions of this Separation Letter are acceptable to
you, please sign and date the enclosed copy in the space provided below.  Please be aware that as set out in the
initial draft Letter provided to you on July 8, 2005: (i) GTSI
advises you to consult with an attorney prior to executing this Separation
Letter; (ii) you have twenty one days from the date the original draft was
provided to you (until July 29, 2005) within which to accept the terms and
conditions of this Separation Letter before our offer of the Incremental
Benefits expires; (iii) you may revoke your acceptance of this Separation
Letter within seven days of signing it (the “Revocation Period”); and (iv) this
Separation Letter will not become effective or enforceable until the Revocation
Period expires (the “Effective Date”).


 


Again, we appreciate the contributions you have made to GTSI in the
past and the efforts you have expended on its behalf.  We wish you well in whatever future endeavor
awaits you.


 


Sincerely,


 


 


Bridget Atkinson


Vice President,


Human Resources


 


 


I, Terri Allen, acknowledge that I have read and understand this
Separation Letter in its entirety, and agree to be legally bound by its terms
and conditions.


 


 


	
  /s/ Terri Allen

  	
   

  	
  July 18, 2005

  	
   

  
	
  Terri Allen

  	
  Date

  



 


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