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First Amendment to Employment
Agreement
Effective
September 1, 2009, this Second Amendment to the Employment
Agreement dated as of October 29, 2008 between GTSI Corp., a
Delaware corporation (“Employer” or
“GTSI”), and Peter Whitfield (“Employee”),
amends the above-referenced Employment Agreement (the
“Agreement”) as follows:
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1.
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Section 7(c)(ii) of the
Agreement shall be, and hereby is, amended by deleting the entire
text thereof and substituting in lieu thereof the
following:
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“(ii) (1) If, during the Term, a
Change of Control (as defined below) occurs, any outstanding
unvested options or any other stock awards (whether restricted
stock or other awards) in GTSI common stock previously granted to
Employee will have their vesting accelerated in full so as to
become 100% vested and immediately exercisable in full as of the
date of such Change of Control.
(2) If, during the Term, (x) a Change
of Control occurs and Employee’s employment with GTSI is
terminated without Cause or an event occurs constituting Good
Reason (as defined below), or (y) one or more events that
constitute a material breach of this Agreement leading to
Employee’s resignation for Good Reason are effected in
anticipation of a Change of Control, including but not limited to
an attempt by GTSI or its successor to avoid GTSI’s or its
successor’s obligations under this Agreement, Employee may,
in his sole discretion, terminate the Term upon five days’
notice to Employer. Any vested options as set out above, shall
remain in full force and effect.
(3) If Employee exercises his right to
terminate the Term pursuant to Section 7(c)(ii)(2), Employer
may, at its option, at any time after receiving such notice from
Employee, relieve him of his duties hereunder and terminate the
Term at any time prior to the expiration of said notice
period.
(4) If the Term is terminated by Employee
pursuant to this Section 7(c)(ii)(2) or by Employer pursuant
to Section 7(c)(ii)(3), Employee will receive, commencing on
the date of such termination of the Term (“Termination
Date”) and ending on the 90th day after the first anniversary
of the Termination Date (the “15-Month Severance
Period”), severance
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