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Exhibit 10.1
STATEMENT OF AMENDMENT NUMBER ONE
TO THE TRANSITION AGREEMENT BETWEEN
VSE CORPORATION AND DONALD M. ERVINE
WHEREAS, VSE Corporation ("Employer") and Donald M. Ervine
("Employee") entered
into a Transition Agreement dated April 22, 2008 ("Agreement");
WHEREAS, Section 12 of the Agreement provides that the Agreement
may be modified
by a writing signed by each of Employer and Employee; and
WHEREAS, Employer and Employee wish to modify the Agreement to
comply with the
provisions of Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW THEREFORE, effective April 22, 2008, the Agreement shall be
amended as
follows:
1. Section 5(a)(ii)
shall be amended by deleting the phrase "that will be
awarded during the three-month period ending on March 31, 2009" and
replacing
such phrase with "that will be awarded and paid to Mr. Ervine on or
before
March 15, 2009."
2. The last sentence
of Section 5(d) shall be restated and amended to read as
follows:
"Upon receipt of the expense statements, the Company shall promptly
reimburse
Mr. Ervine for his expenses; all such reimbursement for expenses
incurred in a
calendar year shall be paid by not later than March 15 of the
calendar year
following the year in which such expenses were incurred."
3. Section 5(e) shall
be modified by the addition of the following material at
the end of such section to read as follows:
"...to the extent such amounts are not subject to Section 409A of
the Internal
Revenue Code of 1986, as amended ('Section 409A'). Amounts otherwise payable to
Mr. Ervine which are subject to Section 409A may not be paid until
Mr. Ervine
ceases performing services as a Non-Executive Chairman or otherwise
incurs a
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