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): April 23, 2008

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.)

3901 Stonecroft Boulevard Chantilly, Virginia	20151-1010
(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 April 23, 2008, the Company Compensation Committee finalized modifications to the GTSI Executive Annual Short Term Incentive Plan (the “Short Term Incentive Plan”) for 2008. The 2008 Short Term Incentive Plan (the “2008 Plan”) differs from the 2007 Short Term Incentive Plan (the “2007 Plan”) described in the Annual Proxy Statement dated March 31, 2008 as described below.

The 2007 Plan had a maximum payout of 200% of the Executive’s eligible incentive bonus according to a formula based upon the Company’s earnings before taxes (EBT). The 2008 Plan has a maximum payout of 350%. The percentage above 200% is subject to exceptional EBT results (in excess of goals set out in 2007) and contains certain limitations that include: (a) the amount above 250% will be paid in the form of restricted stock awards to further align the Executives with the Company’s performance; (b) beginning at the 125% quarterly attainment level, a portion of the amount earned over 100% will be deferred to the end of 2008; (c) if the Company meets and exceeds its annual target by more than a given percentage (either 100% or 125% as to be subsequently decided by the Committee), the deferred amount will be paid (in cash or restricted shares as applicable) to the eligible Executives; (d) the deferred amounts will be deposited into a liquid money market account with any accrued interest included in any subsequent payment to an eligible Executive; and (e) the 2008 Plan eliminates the minimum 50% guaranteed payout that was reflected in the 2007 Plan.

A description of the 2008 Plan is included as Exhibit 10.1

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
10.1	2008 Short Term Incentive Plan Description

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/ Charles DeLeon                    
       Charles DeLeon
       Senior Vice President and General Counsel

Date: May 13, 2008

EXHIBIT INDEX

Exhibit
No.	Description
10.1	2008 Short Term Incentive Plan Description

EX-10.1

Exhibit 10.1

2008 Short Term Incentive Plan Description

The GTSI 2008 Short Term Incentive Plan provides a bonus opportunity to all its eligible executive officers according to a formula based upon the Company’s earnings before taxes (EBT). Participating executives are identified by the Compensation Committee, and include the Company’s Named Executive Officers. The annual short term incentive is intended to be paid or not paid primarily based on actions and decisions taken for that fiscal year which directly affect earnings, using a detailed formula and specific goals. Taxes are excluded because tax payments are not related to annual decisions on business.

The actual formula applied to each eligible executive officer is based on the executives’ overall market compensation analysis and is tied to overall Company performance, a result that is not within the individual executive’s control. Individual bonuses are calculated as a percentage of base salary and range from 30% to 70% (at 100% attainment) in the case of officers generally, other than the Chief Executive Officer. The CEO is entitled to bonuses calculated at 95% of his base salary (at 100% attainment).

Bonus payments are payable in the ratio of the percentage of the goal achieved upon attainment of EBT. The Short Term Incentive Plan is an annual program set up to reward Executives for hitting significant stretch profitability goals throughout the calendar year. The program is measured in four quarterly segments and weighted in the following manner:  1/4^th (Q1), 1/4^th (Q2), 1/4^th (Q3), 1/4^th (Q4). The Short Term Incentive Plan has a minimum threshold that needs to be met in order for a payout to be awarded and has a maximum payout of 350% of the Executive’s eligible incentive.

Beginning at a given quarterly attainment level (either 100% or 125% to be subsequently decided by the Committee), a portion of the amount earned over 100% will be deferred to the end of 2008. If the Company meets and exceeds its annual target by more than the determined attainment level, the deferred amount will be paid (in cash or restricted shares as applicable) to the eligible Executives. The deferred amounts will be deposited into a liquid money market account with any accrued interest included in any subsequent payment to an eligible Executive.

The nature of the business consistently delivers some revenue fluctuations between quarters. In each quarter significant deals may be delayed in being awarded due to funding delays at the client level. When this happens the incentive awarded as measured by quarterly EBT results may not adequately reflect the actual performance or work accomplished. The favorable look back provision applied at both the end of each quarter and again at the end of the year would allow the Company to reward the Executives for overall performance and not be penalized by the quarterly lumpiness.