**Exhibit 10.1**

 

July 15, 2005

 

Ms. Terri Allen

 

Dear Terri:

 

We understand your desire to change your employment status withGTSI.  As we set out in our draft letterto 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 willreflect your separation date from GTSI as July 22, 2005 (your “separationdate”), 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 madeto GTSI in the past.

 

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

 

•      Payment ofan amount equal to your accumulated vacation and PTO entitlements earnedthrough your separation date;

 

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

 

Inaddition, 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 describedbelow), and you work in a full time productive manner through your separationdate, GTSI will provide you with separation benefits exceeding those otherwisedue you under your current compensation arrangement with us (“IncrementalBenefits”).  Following your separationdate, and so long as you comply with the terms of this Separation Letter, wewill provide you with Incremental Benefits consisting of three months (3) ofbase compensation ($62,500.00 cumulative). These monies will be processed in the normal payroll process for thistime period.  Additionally, GTSI has nointention of contesting any legal right you may have to receive anyunemployment benefits relating to this separation.

 

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

 

Yourstatus will remain as an active employee through the End Date.  Accordingly, any options that are scheduledto vest during this period will vest pursuant to the terms outlined in the Plandocuments.  Towards the end of youremployment, GTSI will discuss with you the potential buy-back of your StockOptions, and if agreed upon, we will agree to the terms at such time.

 

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GTSIwill also allow you to retain the current Gateway laptop computer, associatedperipherals, and docking station for your personal use as well as yourBlackberry and its docking station.  Weexpect that anything GTSI Confidential will be deleted in a timely fashion assoon as you are no longer an active full time employee of the company.

 

Inorder to qualify for the Incremental Benefits referred to above, you need to (1) signand 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 thisSeparation Letter.  By signing thisSeparation Letter, you will be agreeing to the following terms, inconsideration for receiving the Incremental Benefits:

 

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

 

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

 

3.               You willreturn to GTSI immediately any and all GTSI assets or property that you have inyour possession or control outside of those listed earlier.

 

4.               Youwill not publicly disparage, whether in writing, electronically or orally,GTSI, or any of its employees or members of the board of directors, and thatyou will not communicate to or with any governmental body regarding GTSI unlesscompelled by law.  In addition, GTSIagrees to take every reasonable effort to ensure that that any employee ormember of the board of directors will not publicly disparage you, whether inwriting, electronically or orally.

 

5.               You foreverrelease and discharge GTSI and its successors, its current and priorstockholders 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 orcharacter whatsoever:  whether known orunknown, suspected to exist or not suspected to exist, anticipated or notanticipated; whether or not previously brought before any state or federal

 

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agency, court or other governmental entityand 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 areattributable to, connected with, or incidental to your previous employment byGTSI, the separation of that employment, and any dealings between the partiesconcerning your employment existing prior to the date of execution of thisSeparation Letter.  This expresslyincludes any and all claims of discrimination on account of sex, race, age,handicap, veteran status, national origin or religion, and claims or causes ofaction based upon any equal employment opportunity laws, ordinances,regulations or orders, including Title VII of the Civil Rights Act of 1964 andthe Age Discrimination In Employment Act, the Americans With Disabilities Act,Executive Order 11246, the Rehabilitation Act and any applicable state or localanti-discrimination statutes.  Italso includes claims for breach of any contract, agreement or promises madeprior to this date; claims for wrongful termination actions of any type, breachof express or implied covenant of good faith and fair dealing; intentional ornegligent infliction of emotional distress; claims for fraud, libel, slander orinvasion of privacy. You and GTSI agree that you are not waiving any rightsor claims under the Age Discrimination In Employment Act that may arise afteryour 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 WorkersBenefit Protection Act.  This releasealso applies to any claims or rights that you might have or assert with respectto any claims or rights, if any, concerning any GTSI bonus plan.

 

6.               You agree toprovide GTSI with any requested reasonable support and consultation regardingany legal matter, to include making yourself reasonably available at GTSI’sfacilities to discuss background matters or appearances in court or atDeposition hearings. You also agree, if requested, to provide any affidavits orother written statements, and to sign such statements so long as they representyour actual knowledge and belief.

 

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

 

******

 

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

 

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by you under it is found invalid or unenforceable pursuant to ajudicial decree or decision, any such provision, obligation, waiver or grant ofrights shall remain enforceable to the maximum extent permitted by law, and theremainder of this agreement shall remain valid and enforceable according to itsterms.

 

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

 

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

 

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

 

Sincerely,

 

 

Bridget Atkinson

Vice President,

Human Resources

 

 

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

 

 
| /s/ Terri Allen |   | July 18, 2005 |   |
|-----------------|--------|--------------------|--------|
| Terri Allen     | Date   |

 

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