8-K

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): January 13, 2010

GTSI Corp.

(Exact name of registrant as specified in its charter)

Delaware	0-19394	54-1248422
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2553 Dulles View Drive, #100 Herndon, Virginia	20171-5219
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (703) 502-2000

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 January 13, 2010, James J. Leto notified the Board of Directors of GTSI Corp. (the “Company” or “GTSI”) that he will retire as GTSI’s Chief Executive Officer on February 15, 2010, the end of the current term of his Employment Agreement, and retire from GTSI’s Board of Directors (the “Board”) as of April 21, 2010, the date scheduled for the Company’s annual stockholders meeting. Mr. Leto will serve the Company as an employee through May 31, 2010, and thereafter as a consultant through December 31, 2010.

On January 13, 2010 the Board appointed Scott Friedlander, the Company’s current President and Chief Operating Officer, to succeed Mr. Leto as Chief Executive Officer upon Mr. Leto’s retirement as Chief Executive Officer on February 15, 2010. The Board also intends to nominate Mr. Friedlander as a Board member for election by the Company’s stockholders at their annual meeting scheduled to be held on April 21, 2010. Mr. Friedlander, age 49, has been the Company’s President and Chief Operating Officer since November 2007. Prior thereto, Mr. Friedlander held various positions with the Company, including Executive Vice President and Vice-President. Mr. Friedlander joined the Company in 2001.

In connection with his retirement, Mr. Leto and the Company have entered into a transition agreement dated as of January 20, 2010 (the “Agreement’) under which Mr. Leto will receive (a) a base salary at his current rate of $520,000 per annum through March 31, 2010, and (b) a base salary at the rate per annum of $390,000 from April 1, 2010 to May 31, 2010, his last day as an employee. As an employee, Mr. Leto will be eligible for all applicable Company employee benefits through May 31, 2010, including the rights to any vesting of options to purchase GTSI common stock and awards of GTSI common stock currently held by Mr. Leto under the Company’s Stock Incentive Plan.

Mr. Leto will provide consulting services to the Company during the period from June 1, 2010 until December 31, 2010. As a consultant, he will be paid an aggregate consulting fee of $130,000, to be paid over the seven-month period. The Company will also reimburse Mr. Leto for his business expenses incurred as a consultant to GTSI.

If the Company terminates Mr. Leto’s employment before May 31, 2010 or consulting services before December 31, 2010 for “non-performance”, Mr. Leto will be entitled to receive only payment of accrued but unpaid base salary or, as the case may be, consulting fees, and any other payments required by applicable law. If Mr. Leto’s employment or consulting services terminate because of his death or disability, his estate or he will continue to be entitled to receive the above-referenced compensation and benefits.

The foregoing description of the Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached to this Current Report as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1	Press Release issued by GTSI Corp., dated January 20, 2010.*
99.2	Transition Agreement dated as of January 20, 2010 between James J. Leto and GTSI Corp.

* This exhibit is intended to be furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.

SIGNATURES

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.

GTSI Corp.
By:	/s/ Peter Whitfield
	Peter Whitfield
	Chief Financial Officer

Date: January 20, 2010

EX-99.1

Exhibit 99.1

GTSI Announces Retirement of CEO Jim Leto

Scott Friedlander Named to Succeed Leto

GTSI Provides Updates on Financial Results Estimates for 2009

HERNDON, VA. — January 20, 2010 — GTSI (R) Corp. (NASDAQ: GTSI), an enterprise IT infrastructure solutions and services provider to the government, today announced that the Board of Directors has accepted the retirement of Mr. James “Jim” J. Leto, age 66, as the Company’s Chief Executive Officer (CEO). The effective date of Mr. Leto’s retirement will be February 15, 2010, which is the end of his current contract. Mr. Leto will remain on the Board of Directors until April 21, 2010, which is the date scheduled for GTSI’s annual stockholders meeting. The Board appointed, Scott Friedlander, age 49, as GTSI’s Chief Executive Officer and President upon the effectiveness of Mr. Leto’s retirement as Chief Executive Officer. Mr. Friedlander has been GTSI’s President and Chief Operating Officer (COO) since November 2007.

“We have accomplished a great deal over the past four years,” said Leto. “From the first days I joined GTSI, I knew it was a special place because of the men and women that loyally support our government customers. We have much to be proud of in the past few years. We have emerged from financial distress, we have become a best place to work and our financial results have improved significantly. I am, without reservations, handing the baton to Scott and know that he and GTSI’s outstanding management team will build upon the solid foundation GTSI enjoys today. I will be cheering them on every step of the way.”

Mr. Leto will continue serving GTSI as an employee until May 31, 2010, and thereafter as a consultant until December 31, 2010, pursuant to a transition agreement.

Based on preliminary results, it is expected that GTSI will have growth in its earnings before taxes for the year ended December 31, 2009 that exceeds the planned growth of 20% growth in earnings before taxes for 2009 that the company announced in November 2009. Additional details on the results of the fourth quarter and year-end results for 2009 will be available in the first part of March 2010 in a press release and during an investor conference call.

“The initial financial results are heartening as our strategy and execution in the fourth quarter and for the year appear to have delivered strong results,” said John Toups, GTSI’s Chairman of the Board. “Jim developed the plan to put GTSI on a path of profitability and he gave this management team the mandate to execute on that strategic imperative. We are grateful for Jim’s service and look forward to working with him as a consultant to GTSI in several areas, including shareholder relations and capital investment activities. The Board has tremendous confidence in Scott’s abilities and look forward to his leading GTSI.”

As part of GTSI’s human capital management plan, the company has placed significant emphasis on succession planning and executive training as an integral part of its strategic activities.

Prior to Mr. Friedlander’s appointment as President and COO in November 2007, he held numerous other executive leadership positions at GTSI beginning in November 2001. Before joining GTSI, he spent 19 years with Xerox Corporation in positions of ascending responsibility, culminating as Vice President/General Manager of Public Sector Operations for North America Solutions Group. Mr. Friedlander holds a BS Degree in Finance from the University of Maryland, College Park, Smith School of Business.

About GTSI Corp.

GTSI Corp. provides a Technology Lifecycle Management (TLM) approach to IT infrastructure solutions delivered through industry-leading professional and financial services. GTSI employs a proactive, strategic methodology that streamlines technology lifecycle management, from initial assessment to acquisition, implementation, refresh, and disposal. TLM allows customers to implement solutions quickly and cost-effectively. GTSI’s certified engineers and project managers leverage strategic partnerships with technology innovators. These experts use proven, repeatable processes to design, deploy, manage, and support simple to complex solutions, to meet client’s current and future requirements and business objectives. GTSI is headquartered in Northern Virginia, outside of Washington, D.C. and was named as one of “Best Places to Work” in 2009. Further information about the Company is available at www.GTSI.com.

Except for historical information, all of the statements, expectations, beliefs and assumptions contained in the foregoing are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) that involve a number of risks and uncertainties. It is possible that the assumptions made by management — including, but not limited to, those relating to revenue, margins, operating results and net income, and the effect of new contracts and lender agreements, as well as new vendor relationships — may not materialize. Actual results may differ materially from those projected or implied in any forward-looking statements. In addition to the above factors, other important factors that could cause actual results to differ materially are those listed in the Company’s most recent annual report on Form 10-K and included from time to time in other documents filed by the Company with the Securities and Exchange Commission.

GTSI and GTSI.com are registered trademarks of GTSI Corp. in the U.S. and other countries. All trade names are the property of their respective owners.

GTSI Contact:
Paul Liberty
Vice President, Corporate Affairs & Investor Relations
703.502.2540
paul.liberty@gtsi.com

EX-99.2

Exhibit 99.2

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of January 20, 2010, by and between GTSI Corp., a Delaware corporation (the “Company” or “GTSI), and James J. Leto (“Mr. Leto”), an individual currently residing in Fairfax, Virginia.

RECITALS:

R. 1. Mr. Leto is currently employed as GTSI’s Chief Executive Officer “CEO”) and also serves as a member of the GTSI’s board of directors (the “Board”), pursuant to an Employment Agreement dated as of February 16, 2006 between GTSI and Mr. Leto (as amended through the date hereof, the “Leto Employment Agreement”).

R. 2. As of 5:00 pm on February 15, 2010 (“Resignation Date”), Mr. Leto will be deemed for all purposes to have resigned as an officer (including as CEO) of GTSI and to have resigned as a member of the Board as of April 21, 2010.

R. 3. The Company desires to benefit from the experience and ability of Mr. Leto arising from his prior experience, in general and with GTSI by having Mr. Leto (a) remain as an employee of the Company during the period starting on the Resignation Date and ending on May 31, 2010, and (b) serve the Company as an consultant during the period starting on June 1, 2010 and ending on December 31, 2010, or such earlier date as provided herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants, and undertakings contained in this Agreement, the Company and Mr. Leto hereby agree as follows:

1. Resignation. Mr. Leto is hereby irrevocably resigning as an officer (including as GTSI’s CEO effective as of the Resignation Date and as a Board member effective as of April 21, 2010. Subject to Section 7, Mr. Leto will continue to serve hereunder as an employee of the Company during the period starting on the Resignation Date and ending on May 31, 2010 (“Employee”). From June 1, 2010 to December 31, 2010, Mr. Leto will serve GTSI as a non-employee consultant (“Consultant”), as described herein.

2. Term. As used herein, “Term” means the entire period referenced in Section 1 (the Resignation Date to December 31, 2010) during which Mr. Leto will serve GTSI hereunder first as Employee during the period starting on the Resignation Date and ending on May 31, 2010 and thereafter Consultant during the period starting on June 1, 2010 and ending on December 31, 2010, subject to extension or termination as provided in Section 7.

Transition Agreement, January 20, 2010, page 2 of 7

3. Employee-Consultant Services.

(a) General. During the Term, Mr. Leto will report directly to the Chairman of the Board (the “Chairman”) and will not for all general purposes participate in management discussions and decisions, except as may be specifically requested by the Chairman from time to time.

(b) Duties. During the Term, Mr. Leto shall, during the Company’s normal business hours and upon reasonable notice, be available to perform such mentoring, consulting and advisory services as are reasonably requested by the Chairman and are reasonably consistent with Mr. Leto’s experience, background and current and former positions with the Company.

(c) Specific Service. Mr. Leto acknowledges and agrees that with reasonable notice and upon request of the Chairman, Mr. Leto shall make himself available for such mentoring, consulting and advisory services as may be requested by the Chairman. In providing such services, Mr. Leto will endeavor to do so in a professional and diligent manner, providing the Company, its subsidiaries, and management of the Company and its subsidiaries with the benefits of his informed and professional judgment. Mr. Leto agrees to attend such meetings as reasonably requested from time to time for proper communication of his advice and consultation. Mr. Leto shall coordinate the furnishing of his services pursuant to this Agreement with Company representatives so that such services can be provided in a manner as to generally conform to the Company’s business schedules, but the method of performance, time of performance, place of performance, hours utilized in such performance, and other details of the manner of performance of Mr. Leto’s services hereunder shall be within Mr. Leto’s sole control and discretion. While as an Employee or Consultant hereunder, Mr. Leto shall have the right to devote his business day and working efforts to other business, professional, public service, or community pursuits as do not materially interfere or conflict (as determined by mutual agreement of the Company and Mr. Leto) with the rendering of consulting services to the Company hereunder.

(d) Additional Services. During the Term, Mr. Leto will continue to represent GTSI as a member of the Eyak Technology, LLC Board of Directors, until such time as the Chairman, in agreement with GTSI’s CEO, select an alternate representative. While serving as the GTSI representative, Mr. Leto agrees to continue representing GTSI’s interest and to provide the Chairman, and subsequently the Board and GTSI’s CEO with a written summary or presentation of EyakTek Board meetings, within 10 business days following such meetings.

4. Support Facilities. During the Term, the Company shall provide Mr. Leto with his current Company portable computer and cell phone, all free and clear of any obligation to GTSI (provided that all additional charges and fees not covered by GTSI’s expense policy for employees and directors will be covered by Mr. Leto).

5. Compensation, Benefits and Reimbursement.

(a) Employee. Subject to the terms and conditions hereof, Mr. Leto will be compensated as follows:

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Transition Agreement, January 20, 2010, page 3 of 7

(1)	From February 16, 2010 to March 31, 2010, a base salary at the rate per annum equal to 100% of his current base salary of $525, 000 (“Base Salary”) will be paid to Mr. Leto for his services as an Employee hereunder; and
(2)	From April 1, 2010 to May 31, 2010, a base salary at the rate per annum equal to 75% of the Base Salary will be paid to Mr. Leto for his services as an Employee hereunder.

(b) Consultant. Mr. Leto will be compensated as follows:

(1)	From June 1, 2010 to June 30, 2010, a base salary at the rate per annum equal to 75% of the Base Salary will be paid to Mr. Leto for his services as a Consultant hereunder.
(2)	From July 1, 2010 to September 31, 2010, fees at the rate per annum equal to 50% of the Base Salary will be paid to Mr. Leto for his services as a Consultant hereunder; and
(3)	From October 1, 2010 to December 31, 2010, fees at the rate per annum equal to 25% of the Base Salary will be paid to Mr. Leto for his services as a Consultant hereunder.

(c) Payment Timing. Mr. Leto will be paid (a) on GTSI’s normal payroll cycle while serving as an Employee hereunder and (b) on a monthly basis while serving as a Consultant hereunder.

(d) Employee Benefits. While serving as an Employee hereunder,, Mr. Leto will be entitled to such employee benefits, to include healthcare benefits, vacation benefits and comparable fringe benefits and perquisites as may be provided generally to GTSI’s employees and senior officers pursuant to policies established from time to time by GTSI. In addition, GTSI will withhold from Mr. Leto’s compensation hereunder and pay over to the appropriate governmental agencies all payroll taxes, including income, social security, and unemployment compensation taxes, required by the federal, state and local governments with jurisdiction over GTSI. GTSI will also continue to deduct Mr. Leto’s normal employee contribution for the benefits he has elected for the Plan year 2010). As an Employee hereunder, Mr. Leto will also retain all rights under existing stock awards as an employee through May 31, 2010 (and any applicable period beyond this date as set out in such awards), unless earlier terminated as provided herein.

(e) Expiration of Employee Benefits. Except as otherwise specifically provided herein, upon expiration of the Term as an Employee, Mr. Leto will not be entitled to the benefits normally provided to individuals leaving employment with GTSI, including payment for any accrued vacation time. Notwithstanding the foregoing, the Company will reimburse Mr. Leto monthly for the cost of his COBRA contribution for the six-month period following the end of the employment period hereunder (May 31, 2010).

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Transition Agreement, January 20, 2010, page 4 of 7

(f) Consultant Period. While serving as a Consultant hereunder, Mr. Leto will be considered an independent consultant, and as such, GTSI and Mr. Leto will be independent to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, employment relationship, partnership, or joint venture between the parties. Except as expressly provided in this Agreement, GTSI shall not be liable for any debts, accounts, obligations, or other liabilities whatsoever of Consultant, including Consultant’s obligation to withhold Social Security and income taxes for itself or any of its employees.

(g) Survivor Benefits. If Mr. Leto dies or becomes disabled before December 31, 2010, the unpaid balance of Mr. Leto’s salary for the balance of the Term as an Employee or compensation as a Consultant, whichever is applicable, as if the Term had expired on December 31, 2010, will be immediately payable in a lump sum to Mr. Leto’s surviving spouse or his estate.

(h) Reimbursement. The Company shall reimburse Mr. Leto for all reasonable out-of-pocket expenses that are actually incurred by him in performance of his specific duties for GTSI as an Employee and as a Consultant during the Term, including transportation; hotel accommodations and such other expenses as might be incurred by a senior executive of the Company in furtherance of Company business. Before the last day of the month following each month of the Term when reimbursable expenses are incurred, Mr. Leto shall submit to the Company a monthly statement setting forth the reimbursable expenses incurred for the prior month, with expenses reviewed by GTSI’s Governance Committee. With such statements, Mr. Leto shall furnish all records, receipts and other evidence in support of his reimbursable expense statement as may be requested by the Company or Governance Committee according to its policy in effect for employee expense reports. Upon approval of the expense statements, the Company shall promptly reimburse Mr. Leto for the approved expenses. In addition, should Mr. Leto be subject to any lease termination fees directly related to his automobile associated with his Employment Agreement, GTSI will reimburse Mr. Leto for such amounts, subject to compliance with this Section.

(i) Board Service. The parties agree and acknowledge that Mr. Leto is as of the date of this Agreement a GTSI Board Member. During that portion of the Term that Mr. Leto serves as Consultant hereunder and as a Board member (if any), Mr. Leto will be compensated for his Board services as a non-employee director consistent with GTSI’s the applicable policies for non-employee directors.

(j) No Other Compensation. Except as set forth herein, no other compensation or fees, shall be payable to Mr. Leto for services performed hereunder in his capacity as Employee or Consultant.

6. Non-Compete, Non-Solicitation and Confidential Information.

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Transition Agreement, January 20, 2010, page 5 of 7

(a) Mr. Leto hereby agrees that notwithstanding any other provision hereof, he will not at any time during the Term, and without the prior written consent of the Chairman (i) solicit any GTSI officer or senior employee (Manager and above) to take a position with a company that primarily sells information technology products and/or services to the federal government, or to a company that is otherwise viewed by the GTSI management or Board as a competitor of GTSI or (ii) accept any employment, consultant or similar arrangement with a company that primarily sells information technology products and/or services to the federal government, or to a company that is otherwise viewed by the GTSI management or Board as a competitor of GTSI.

(b) Mr. Leto also agrees not to make any unauthorized disclosure of any confidential business information or trade secrets of the Company (which he acknowledges are valuable and unique assets of the Company used in its business to obtain a competitive advantage over the Company’s competitors who do not know or use this information), or make any unauthorized use thereof; provided, however, this restriction shall not apply to any information that has entered the public domain (other than by his own acts or omissions). The obligations of Mr. Leto set forth in this Section 6 (b) shall apply during the Term and shall survive termination of the Term or the termination of Mr. Leto’s services under this Agreement regardless of the reason for such termination for a period of 365 consecutive days following such termination.

7. Termination and Renewal of the Term. Notwithstanding anything herein to the contrary, the Term shall terminate upon the earlier of: (a) Mr. Leto ceasing to be an Employee before May 31, 2010 or Consultant at any time during the period from June 1, 2010 to the expiration of the Term, or Mr. Leto’s death or disability during the Term, (b) notice provided to Mr. Leto by GTSI on or after June 1, 2010 of GTSI’s termination of the Term due to Mr. Leto’s non-performance with the terms of this Agreement, or (c) expiration of the Term as of December 31, 2010. Upon any termination of the Term before December 31, 2010, except as may be specifically otherwise provided herein (to include Section 5(g)), no compensation, fees or benefits shall continue thereafter to accrue for the benefit of, or otherwise be provided to, Mr. Leto, or his surviving spouse or estate. If, however, the Company elects, pursuant to clause (b) of the immediately preceding sentence, to terminate the Term due to Mr. Leto’s non-performance, GTSI shall within 30 days thereafter pay to Mr. Leto (or, in the event of his death after such termination, to his surviving spouse or estate), an amount equal to the compensation and fees Mr. Leto would have earned up to the date of termination. By the end of the Term or after the end of the Term, the parties may jointly renew the terms of the Consultant relationship at the end of the Term or elect to initiate an additional consultancy period. In such a case, GTSI and Mr. Leto will separately agree to a new agreement setting out terms and conditions for such a relationship.

8. Notices. For purposes of this Agreement, notices, demands, consents, waivers, approvals and all other communications provided for in or otherwise contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand at, or by sending the same by prepaid first class mail (airmail if to an address outside the country of posting) to, the following addresses:

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Transition Agreement, January 20, 2010, page 6 of 7

If James J. Leto

In Michigan:
3650 Southeast Torch Lake Drive
Bellaire, MI 49615
Phone: 231-377-7734
Fax: 231-377-7820

In Florida:
6931 Langley Place
University Park, FL 34201
Phone: 941-351-7323
Fax: 941-351-8533

If to the Company:

GTSI Corp.
2553 Dulles View Drive
Herndon,VA 20171
Attention: Chairman, Board of Directors
With a copy to: General Counsel

or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

9. Successor Obligations and Assignment. The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the Company’s successors and assigns.

10. Amendment. This Agreement may not be modified except by an agreement in writing executed by both the Company and Mr. Leto.

11. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to principles of conflicts of laws.

12. Validity. If any portion or provision of this Agreement is found to be invalid or unenforceable, the other portions or provisions hereof shall not be affected thereby.

13. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

14. Construction of this Agreement and Certain Terms and Phrases.

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Transition Agreement, January 20, 2010, page 7 of 7

(a) The section headings contained in this Agreement are inserted for purposes of convenience of reference only and shall not affect the meaning or interpretation hereof.

(b) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereunder,” “hereby” and derivative or similar words refer to this entire Agreement; and (iv) the term “Section” refers to the specified Section of this Agreement.

(c) The word “including” is not exclusive; if exclusion is intended, the word “comprising” is used instead.

(d) The word “or” shall be construed to mean “and/or” unless the context clearly prohibits that construction.

(e) The Company and Mr. Leto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Company and Mr. Leto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

15. Effect of Agreement. The terms and conditions of this Agreement shall supersede any obligations and rights of the Company and its subsidiaries, on the one hand, and Mr. Leto, on the other hand, respecting employment, compensation and benefits prior to the Term. The execution of this Agreement shall constitute for all purposes the termination, as of the date hereof of the Leto Employment Agreement, with neither party having any obligation or liability thereunder or otherwise in respect thereof that survives the execution of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

GTSI Corp.
By:	/S/
	John Toups,
	Chairman, Board of Directors
	/S/
	James Leto

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