Exhibit 10.3
SEVERANCE AND MUTUAL PROTECTION AGREEMENT
This Severance and Mutual Protection
Agreement ("Agreement") is by and
between VSE Corporation ("Employer") and Thomas M. Kiernan
("Employee").
Employer and Employee will be referred to collectively as the
"Parties."
Employer is in the business of
creating, sustaining, and improving the
systems, equipment, and processes of government through core
competencies in
legacy systems sustainment, obsolescence management, prototyping,
reverse
engineering, technology insertion, supply chain management, foreign
military
sales, management consulting, and process improvement, and
providing
innovative services and technologies including program management
to help its
customers succeed in the engineering, energy, environment,
information
technology, infrastructure and defense services markets
(collectively, the
"Employer Business"). Employee acknowledges that in connection with
Employee's
employment with Employer, Employee will have access to and will
obtain
knowledge about Corporate Opportunities and Confidential
Information of
Employer as defined below; and will develop relationships with
actual and
potential customers, contractors, vendors, suppliers and
employees. Employer
acknowledges that Employee holds a key position with Employer and
Employer
wishes to provide an incentive for Employee to remain employed and
protection
in the event Employee is terminated without Cause or resigns for a
Good Reason
as defined below.
In consideration for
Employee's initial and/or continued employment with
Employer, and for the promises contained in this Agreement, and for
other good
and valuable consideration, the Parties agree to the following
terms:
1. Duty of Loyalty:
Employee agrees that during Employee's employment
with Employer, Employee has a duty of undivided loyalty to
Employer, and
Employee will not engage in any conduct that violates this duty of
loyalty or
that presents a conflict between Employee's own personal interests
and the
interests of Employer.
2. Corporate
Opportunities: During Employee's employment with
Employer, Employee promptly will inform Employer in writing of
all
opportunities he becomes aware of that, given the nature of
Employer Business,
reasonably would be of interest to Employer for consideration
("Corporate
Opportunities"). During and after Employee's employment with
Employer,
Employee will not directly or indirectly use, disclose, divert,
exploit, trade
upon, solicit, participate in or otherwise benefit from any of such
Corporate
Opportunities for himself or any other party, unless Employer
expressly
forever disclaims any interest in such opportunity in a written
document
signed by an authorized representative of Employer.
3. Nondisclosure: Except
as required by law or as authorized in the
performance of Employee's duties for Employer and for the benefit
of Employer,
during and after employment with Employer, Employee will not
directly or
indirectly disclose or use any Confidential Information. For
the purposes of
this Agreement, "Confidential Information" means information about
Employer
and/or its parents, subsidiaries and affiliated entities
(collectively
"Affiliates") and its and their business, operations, finances,
personnel and
customers, that is not in the public domain and that Employee
obtained in the
course of employment with Employer and includes without limitation
information
constituting or relating to trade secrets; Corporate Opportunities;
strategic
plans; marketing plans; financial information; bid information;
contract
information; personnel information; actual and potential customers;
customer
lists; carrier information; contact lists; passwords, source codes
and other
similar information. Information does not lose its protection
as Confidential
Information if it was disclosed by Employee or any other person in
violation
of an obligation not to disclose such information.
4. Nonsolicitation of
Employees: During Employee's employment with
Employer and for a period of two (2) years thereafter, Employee
will not, for
the benefit of Employee or any other person or entity besides
Employer,
whether as an employee, consultant, independent contractor,
officer, director,
shareholder (except as a shareholder of a publicly traded company
in which
Employee owns less than 5% of the stock), owner, member, partner or
in any
other capacity, directly or indirectly solicit for hire, any person
who then
is, an employee of Employer; The foregoing sentence
will only prohibit such
conduct where the purpose or effect of such conduct is directly or
indirectly
to encourage, assist, permit, facilitate, result in, or cause the
person (aa)
to cease, curtail or refrain from entering into such a relationship
with
Employer; or (bb) to enter into such a relationship with any other
person
engaged in a Competing Business. For the purposes of this
Agreement, a
"Competing Business" is any enterprise engaged in the Employer
Business. Such
provision will not prohibit assisting with the hiring of
Employer's
employee(s) if such employee(s) respond to a public job posting,
provided
Employee does not direct Employer's employee(s) to the existence of
such job
posting.
5. Third Party Board
membership. Notwithstanding paragraph 1 above,
Employer shall permit Employee to serve as a member of the Board of
Directors
of an unrelated company, provide
