**Exhibit 10.11**

**GTSICHANGE OF CONTROL AGREEMENT**

This Change ofControl Agreement (“Agreement”) is entered into as of**  April 2, 2007** (the “Effective Date”),by and between Jim Leto  (“Executive”)and GTSI Corp. (the “Company”), a Delaware corporation. The Agreement provides,without changing the nature of the at-will employment relationship, certainbenefits if the Executive is terminated after the Company affects a change ofcontrol, all as outlined below.

This Agreement isin addition to, and not in lieu of, the Executive’s Employment Agreement withGTSI Corp. dated February 16,  2006 (the “EmploymentAgreement”) and provides for the granting of automatic vesting of theExecutives 400,000 stock options awarded in the Employment Agreement, and forthe granting of automatic vesting of any Stock Awards (to include options,restricted stock awards, stock settled appreciation rights, stock appreciationrights, or other stock-based awards) that may be subsequently awarded to theExecutive by GTSI Corp.

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

1. 1          Definition.The capitalized terms used in this Agreement will have the meaning set out inExhibit  A — Definitions.

1.2           Change of Control Termination.In the event Executive’s employment with the Company is terminated withoutCause, or the Executive resigns for Good Reason during the Change of ControlPeriod, or events leading to Executive’s resignation for Good Reason areeffected in anticipation of a Change of Control, including but not limited toan attempt to avoid the Company or its successor’s obligations under thisAgreement, then the following will occur:

(a) Any unvested options or Stock Award in Companystock issued to Executive pursuant to the Company’s 1996 Stock Incentive  Plan will have their vesting accelerated infull so as to become one hundred percent (100%) vested and immediatelyexercisable in full as of the date of such termination.

(b) Prior to Executive gaining the right to receive,and in exchange for, the severance compensation, benefits and option accelerationprovided in Sections 1.2 (a) above, to which Executive would not otherwise beentitled, Executive will first enter into and execute a release substantiallyin the form attached hereto as Exhibit B (the “Release”) upon Executive’stermination of employment. Unless the Release is executed by Executive anddelivered to the Company within twenty-one (21) days (forty-five (45) days inthe event of a group termination) after the termination of Executive’semployment with the Company, Executive will not receive any acceleration, ifany, of Executive’s options or Stock Awards as provided in this Agreement willnot apply and Executive’s Options or Stock Awards in such event may beexercised following the date of Executive’s termination only to the extent providedunder their original terms in accordance with the applicable stock incentiveplan and stock option or stock award agreements.

1.3  Gross-up Payment.

(a) In the event it is determined that any payment ordistribution by the Company to or for the benefit of the Executive inaccordance with Section 1.2 above (a “Payment”) would be subject to the excisetax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended(the “Code”), then the Executive will be entitled to receive an additionalpayment (a “Gross-up Payment”) in an amount such that, after payment by theExecutive of the excise tax imposed by Section 4999 of the Code on the Gross-upPayment, the Executive retains an amount of the Gross-up Payment equal to theexcise tax imposed upon the Payment. Executive and Company agree usecommercially reasonable efforts to reach mutual agreement, upon advise fromeach party’s tax advisors, regarding the applicable excise tax and the amountof the Gross-up Payment.

(b) The Executive will notify the Company in writingof any inquiry, claim or proceeding brought by the Internal Revenue Service, orother state or federal taxing authority, that would result in a requirement bythe Company to pay the Gross-up Payment. The Executive will provide such noticewithin thirty (30) days of its receipt.

1.4  At-Will Employment. Executive’srelationship with the Company continues to be an at-will employmentrelationship. Subject to the terms of this Agreement and the EmploymentAgreement, 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.

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**2.  General Provisions.**

2.1Board Consent. This Agreement has been approved by the written consentof the GTSI Board of Directors subject to review by the Board at the April 26,2007 Board of Directors Meeting.

2.2 Notices. Anynotices provided will be in writing and will be deemed effective upon personaldelivery (including, personal delivery by facsimile transmission), the daydelivery is confirmed by a national courier, or the third day after mailing byfirst class mail, to the Company at its primary office location and toExecutive at his/her address as listed on the Company payroll (which addressmay be changed by written notice).

2.3  Severability. Whenever possible, eachprovision of this Agreement will be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of thisAgreement is held to be invalid or unenforceable in any respect under anyapplicable law or rule in any jurisdiction, such invalidity or unenforceabilitywill not affect any other provision or any other jurisdiction, and such invalidor unenforceable provision will be reformed, construed and enforced in suchjurisdiction so as to render it valid and enforceable consistent with theintent of the parties insofar as possible.

2.4 Waiver. Anywaiver of a breach of any provisions of this Agreement will not be deemed tohave waived any preceding or succeeding breach of the same or any otherprovision of this Agreement.

2.5  Entire Agreement; Survival. ThisAgreement, together with the Employment Agreement contains the complete andexclusive statement of Executive’s employment with the Company. This Agreementis entered into without reliance on any promise, representation, statement oragreement other than those expressly contained or incorporated herein, and itcannot be modified or amended except in a writing signed by Executive andanother duly authorized officer of the Company. The terms and conditions of theCompany’s Director and Officers Insurance Policy that by their nature surviveExecutive’s termination of employment with the Company shall also survive anytermination hereunder.

2.6  Successors and Assigns. This Agreementis intended to bind and inure to the benefit of and be enforceable byExecutive, the Company and their respective successors, assigns, heirs,executors and administrators, except that Executive may not assign any of hisduties hereunder and he may not assign any of his rights hereunder without thewritten consent of the Company, which shall not be withheld unreasonably.

2.7  Attorneys’ Fees. If either partybrings any action to enforce the rights hereunder, the prevailing party in anysuch action shall be entitled to recover his/her or its reasonable attorneys’fees and costs incurred in connection with such action.

2.8  Governing Law. All questionsconcerning the construction, validity and interpretation of this Agreement willbe governed by the law of the Commonwealth of Virginia as applied to contractsmade and to be performed entirely within Virginia.

*INWITNESS WHEREOF, the parties have executed this Agreement effective as of theEffective Date above written.*
| GTSI Corp. |   |                                  |   |   |   |       |
|------------|--------|---------------------------------------|--------|--------|--------|------------|
|       |   |                                  |   |   |   | James Leto |   | Date |
|       |   |                                  |   |   |   |       |   |   |
|       |   |                                  |   |   |   |       |   |   |
| By:        |   |                                  |   |   |   |       |   |   |
|       |   | Daniel Young                          |   |   |   |       |   |   |
|       |   | Chairman, GTSI Compensation Committee |   |   |   |       |   |   |

 

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**Exhibit ADefinitions**

The following definitionswill apply to the GTSI Change of Control Agreement:

(a) “TotalTarget Average Annual Compensation” means the average of the Executive’s annualrate of base salary and historical annual 12 month incentive as in effect onthe day prior to the termination without cause or resignation for Good Reason.

“Cause” means Executive’s(i) willful and continued failure to substantially perform his/her dutieswith the Company or willful and continued failure to substantially follow andcomply with the specific and lawful directives of the CEO, as reasonablydetermined by the CEO (other than any such failure resulting from yourincapacity due to physical or mental illness or any such actual or anticipatedfailure after notice of resignation), after a written demand for substantialperformance is delivered to the Executive by the CEO, which demand specificallyidentifies the manner in which the CEO believes that the Executive has notsubstantially performed his/her duties, (ii) conviction of any felony involvingmoral turpitude; (iii) engaging in illegal business practices or otherpractices contrary to the written policies of the Company; (iv) misappropriationof assets of the Company; (v) continual or repeated insobriety or druguse; (vi) continual or repeated absence for reasons other than disabilityor sickness; (vii) fraud; or (viii) embezzlement of Company funds.

“Change of Control” — achange of control will be deemed to have occurred upon the happening of any ofthe following events, except for Linwood A. Lacy, Jr. and his affiliates, (i) theacquisition by any individual or entity resulting in the control of 50% or moreof outstanding shares of GTSI; (ii) a change in a majority of the CompanyBoard of Directors (other than through an “act of God”) and clearly related tothe acquisition if the change occurred during any 12 consecutive months, andthe new directors were not elected by the Company’s stockholders or by amajority of the directors who were in office at the beginning of the 12 months;or (iii) the stockholders of the Company approve a merger or consolidationof the Company with any other corporation (and the consummation thereafter),other than a merger or consolidation which would result in the voting securitiesof the Company outstanding immediately prior thereto continuing to representmore than 50% of the combined voting power of the voting securities of theCompany or such surviving entity outstanding immediately after such merger orconsolidation.

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

“Good Reason” means anyone of the following events (so long as Executive tenders his resignation tothe Company within sixty (60) days after the occurrence of the event whichforms the basis for any termination for Good Reason and clearly related to theChange of Control event): (i) any reduction of the Executive’s then existingannual base salary or annual bonus target; (ii) any material reduction inthe package of benefits and incentives, taken as a whole, provided to theExecutive (except that employee contributions may be raised to the extent ofany cost increases imposed by third parties as applied to the Company as awhole) or any action by the Company which would materially and adversely affectthe Executive’s participation or reduce the Executive’s benefits under any suchplans, except to the extent that such benefits and incentives are reduced as tobe made equivalent to the benefits and incentives of all other executiveofficers of the Company and/or its successor or assign; (iii) anydiminution of the Executive’s duties, responsibilities, authority, reportingstructure, titles or offices, excluding for this purpose an isolated,insubstantial or inadvertent action not taken in bad faith which is remedied bythe Company immediately after notice thereof is given by the Executive; (iv) requestthat the Executive relocate to a work site that would increase the Executive’sone-way commute distance by more than thirty-five (35) miles from his thenprincipal residence, unless the Executive accepts such relocation opportunity;(v) any material breach by the Company of its obligations under thisAgreement; or (vi) any failure by the Company to obtain the assumption ofthis Agreement by any successor or assign of the Company.

“Stock Award” includesany stock options, restricted stock award, stock settled appreciation right,stock appreciation right, stock performance award, or any other stock-relatedaward made to the Executive under the Company’s stock incentive plan.

 

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**Exhibit BRELEASE AND OBLIGATION AGREEMENT**

I understand that myposition with GTSI Corp. (the “Company”) terminated effective _______________(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 ______________  betweenmyself and the Company, and any agreements incorporated therein byreference.  I understand that I am notentitled to such severance benefits unless I sign and comply with thisRelease.  I further understand that, regardlessof whether I sign this Release, the Company will pay me all of my accruedsalary and paid time off through the Separation Date, to which I am entitled bylaw.

In consideration for theseverance benefits I am receiving under the Agreement, I agree to thefollowing:

Non-Compete.I agree that for a period of 6 months after my employment with GTSI endsthat I will not in any way, for or on behalf of a Competitive Business (whichis defined below), Directly or indirectly, own, operate or manage, or be anemployee, consultant, director, officer, agent, or serve in any other position,in any business activity that is a “Competitive Business”; or solicit or makeany statement or do any act for or on behalf of a Competitive Business,intended to cause GTSI’s customers or potential GTSI customers that GTSIactively solicited during the term of my employment, to make use of or obtainfrom any person or business, services or goods which are the same orsubstantially similar to those offered by GTSI. The term “Competitive Business”means and includes any business or activity (to include a division or groupwithin a corporation), as it relates to the sale of information technologyproducts and/or services to any U.S. federal, state or local government entity,and its annuals sales primarily consist of Information Technology (“IT”)products and IT product-related solutions that are substantially the same asany material business or significant activity conducted by GTSI during myperiod of employment with GTSI; and has an office that is within fifty (50)mile of each and every one of GTSI’s place of business (including itsfacilities and employee’s home offices). For purpose of clarification, but inno way limiting the foregoing, the federal, state or local businesses of thefollowing companies will be considered Competitive Businesses: *Dell Corporation Public Sector, Northrop Grumman IT,APPTIS, GovConnection, iGov, DLT Solutions, Lockheed Martin IT, GovernmentMicro Resources, World Wide Technology, Insight Enterprises, Inc., VionCorporation, and CDW-G*.

GTSI represents that the foregoingrestrictive covenant will not prevent me from (i) performing services for aCompetitive Business if such Competitive Business is also engaged in otherlines of business and if my services are restricted to employment in such otherlines of business or  (ii) acquiring thesecurities of or an interest in any Competitive Business, provided suchinterest, to include any previously held interest, is less than two percent(2%) of any class or type of securities of, or interest in, such CompetitiveBusiness.

Non-Solicitationof Employees. I also agree 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-Solicitationof Customers and Non-Disparagement. I acknowledge that I oweGTSI a duty of loyalty, and to preserve and protect, among other things, GTSI’sConfidential Information, as well as GTSI’s relationships with its present andpotential customers 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 any act intended to cause suchcustomer or partner to make use of or obtain from any person or business,services or goods which are similar or related to those offered by GTSI; ordiscuss with any other GTSI employee the present operations or formation andfuture operations of any business competing with or intended to compete withGTSI. I further agree, that my communications with any GTSI employee, customer,vendor, supplier and any competitor and any person associated with any media)which in any way relates to GTSI or to GTSI’s directors, officers, managementor employees:  (1) will be truthful; and(2) will not disparage or undermine the reputation or business practices ofGTSI or its directors, officers, management or employees.

Release:I hereby release GTSI and its officers, directors, agents, attorneys,employees, shareholders, parents, subsidiaries, and affiliates from any and allclaims, 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 indemnification, or Company Directorand Officer insurance protection, I may have for any liabilities and costs ofdefense (including without limitation reasonable attorneys’ fees) arising frommy actions within the course and scope of my employment with the Company.

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If I am forty (40) yearsof age or older as of the Separation Date, I acknowledge that I am knowinglyand voluntarily waiving and releasing any rights I may have under the federalAge 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 apply to anyclaims that may arise after my signing of this Release; (b) I should consultwith an attorney prior to executing this Release; (c) I have twenty-one (21)days (forty-five (45) days in the event of a group termination) within which toconsider this Release (although I may choose to voluntarily execute thisRelease earlier); (d) I have seven (7) days following the execution of thisrelease to revoke the Release; and (e) this Release will not be effective untilthe eighth day after this Release has been signed both by me and by the Company(“Release Effective Date”).
| Agreed: |   |   |       |       |
|---------|--------|--------|------------|------------|
|    |   | Date:  | ** ** | **[Name]** |

 

 

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