-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O88hH2riMu46YXbQXdWKx3mJhu6SugSNkihBnJtKCmWHtMrH6vTc4HQJBp80gw5B g07e0dbvlg+zLqo86Hctyw== 0000102752-10-000016.txt : 20100422 0000102752-10-000016.hdr.sgml : 20100422 20100422172718 ACCESSION NUMBER: 0000102752-10-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100419 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100422 DATE AS OF CHANGE: 20100422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VSE CORP CENTRAL INDEX KEY: 0000102752 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 540649263 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03676 FILM NUMBER: 10765278 BUSINESS ADDRESS: STREET 1: 2550 HUNTINGTON AVE CITY: ALEXANDRIA STATE: VA ZIP: 22303 BUSINESS PHONE: 7039604600 MAIL ADDRESS: STREET 1: 2550 HUNTINGTON AVENUE CITY: ALEXANDRIA STATE: VA ZIP: 22303 FORMER COMPANY: FORMER CONFORMED NAME: VALUE ENGINEERING CO DATE OF NAME CHANGE: 19790612 8-K 1 form8k.htm VSE CORPORATON FORM 8-K APRIL 19, 2010 form8k.htm
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):  April 19, 2010
 
 
VSE CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
(State or Other Jurisdiction
of Incorporation)
  
0-3676
 (Commission File Number)
  
54-0649263
 (IRS Employer
Identification Number)
 
 
2550 Huntington Avenue
    
Alexandria, VA
  
22303-1499
(Address of Principal Executive Offices)
  
(Zip Code)
 
 
(703) 960-4600
(Registrant’s Telephone Number, Including Area Code)
 
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 5.02.                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On April 19, 2010, VSE Corporation (the "Company") and Maurice A. Gauthier, who is the chief executive officer, president and a director of the Company, entered into an agreement amending the Employment Agreement, dated as of April 22, 2008, between the Company and Mr. Gauthier (as amended by Amendment Number One to the Employment Agreement effective as of April 22, 2008). The Employment Agreement, as amended on April 19, 2010, provides that the term of Mr. Gauthier’s employment with the Company will continue until April 28, 2012, unless it is terminated earlier by the Company or Mr. Gauthier pursuant to the agreement.  The amendment also provides that if the Company terminates Mr. Gauthier’s employment prior to April 28, 2012 without Cause, as defined in the agreement, Mr. Gauthier will be entitled to a lump sum severance payment equal to the lesser of (a) two times Mr. Gauthier’s base salary in effect as of the date of termination or (b) such amount as would not trigger the application of Section 280G of the Internal Revenue Code of 1986, as amended.
 
Item 9.01.                      Financial Statements and Exhibits
 
 
         (d)   Exhibits.
 


Exhibit
Number               Description                                                                 ;                                                      
 
 
10.1.              Amendment Agreement made as of April 19, 2010 by and between VSE Corporation and Maurice A. Gauthier


 
 The information in the Exhibit Index of this Current Report on Form 8-K is incorporated into this Item 9.01 (d) by reference.

 
 
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
                  VSE CORPORATION
 

 
 
Date:  April 22, 2010
             By:    /s/ Thomas. R. Loftus
               Thomas R. Loftus
               Executive Vice President and Chief Financial Officer



 
 
 
 
EXHIBIT INDEX
 

 
Exhibit
Number               Description                                                                 ;                                                      
 
 
10.1.              Amendment Agreement made as of April 19, 2010 by and between VSE Corporation and Maurice A. Gauthier





 EX-10.1 2 exhibit10-1.htm AMENDMENT AGREEMENT exhibit10-1.htm

AMENDMENT AGREEMENT
 
This Amendment Agreement (“Agreement”) is made as of April 19, 2010 by and between VSE Corporation, a Delaware corporation (“Employer” or “VSE”), and Maurice A. Gauthier (“Employee”).
 
RECITALS
 
A.           Employer and Employee are parties to an Employment Agreement dated as of April 22, 2008, as amended by a Statement of Amendment Number One to The Employment Agreement between VSE Corporation and Maurice A. Gauthier effective as of April 22, 2008, pursuant to which, among other things, Employer employ’s Employee as chief executive officer, president and chief operating officer (the “Employment Agreement”).
 
B.           Employer and Employees desire to amend the Employment Agreement as set forth below.
 
C.           Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the Employment Agreement.
 
NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, VSE and Employee, each intending to be legally bound, agree as follows:
 
1. Amendment of Employment Agreement.  The Employment Agreement shall be and hereby is amended as follows:
 
(a)           The entire text of Section 1 shall be and hereby is deleted and in substitution thereof the following text shall be and hereby is inserted:
 
1.           Term.  The term of Employee’s employment hereunder shall commence on April 28, 2008 (the “Effective Date”) and shall continue until April 28, 2012, except as otherwise provided in Section 7 (the “Term”).
 
(b)           The entire text of Section 7(a)(ii) of the Employment Agreement shall be and hereby is deleted and in substitution thereof the following text shall be and hereby is inserted:
 
 
(ii)
Termination Without Cause.
 
Employer may, in its sole discretion, without Cause, terminate the Term at any time by providing Employee with five days’ prior notice thereof.  If Employer terminates the Term without Cause pursuant to this Section 7(a)(ii) and the Termination Date is prior to April 28, 2012, Employer shall pay Employee on or prior to the Termination Date a lump sum equal to the lesser of (1) two times Employee’s Base Salary in effect as of the Termination Date or (2) such amount as would not trigger the application of Section 280G of the Internal Revenue Code of 1986 (“the Code”), as amended (the “280G Limitation”).  For purposes of this Agreement, the 280G Limitation shall be applied after first giving due effect to, inter alia, the rights and benefits provided to Employee pursuant to the penultimate sentence of this Section 7(a)(ii) or to clauses (2) and (3) of the last sentence of Section 7(c)(ii), as the case may be.  In the event of any such termination of the Term by VSE without Cause pursuant to this Section 7(a)(ii), Employee shall not be entitled to the accrual or provision of any other compensation or benefit hereunder after the Termination Date other than (1) the medical and hospitalization benefits for the first 18 months after the Termination Date; (2) the provision of all compensation and other benefits that shall have accrued as of the Termination Date, including Base Salary, Performance Bonus, paid leave benefits, and reimbursements of incurred expenses; (3) all restricted stock, restricted stock units or similar rights to acquire capital stock granted by VSE to Employee shall automatically become vested; and (4) all unvested rights of Employee under VSE’s Deferred Supplemental Compensation Plan shall automatically become vested.  Notwithstanding anything herein to the contrary, the expiration of the Term pursuant to Section 1 shall not be considered a termination by Employer without Cause for the purposes of this Agreement, including this Section 7(a)(ii).
 
2. The Employment Agreement.  The Employment Agreement, as amended hereby, remains in full force and effect.
 
3. Binding Effect.  This Agreement is binding upon and inures to the benefit of VSE and Employee and their respective successors, legal representatives, executors, heirs, administrators and assigns.
 
4. Invalidity.  If any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and this Agreement shall be enforceable to the fullest extent permitted by law.
 
5. Other Provisions.  This Agreement shall be governed by, construed and enforced in accordance with, Sections 8, 9, 10, 12, 13, 14, 15, 16 and 17 of the Employment Agreement.
 

IN WITNESS WHEREOF, Employer and Employee have executed and delivered this Agreement as of the date first written above.
 
VSE CORPORATION,
  a Delaware corporation
 
 
 
                   By:  /s/ Thomas R. Loftus
                          Thomas R. Loftus
                          Executive Vice President
 
 
 
                          /s/ Maurice A. Gauthier
                          Maurice A. Gauthier
 
 

 

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