EMPLOYMENT AGREEMENT
Exhibit 99.3
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of December 01, 2007
(“Effective Date”), by and between GTSI Corp., a Delaware corporation (“Employer” or “GTSI”), and
Xxxxx Xxxxxxxxxxx (‘Employee”);
Employment Agreement, Xxxxx Xxxxxxxxxxx
(a) The Employee will be eligible to receive and take paid leave that Employer generally makes
available to its senior officers in accordance with Employer’s leave policies (as may be revised
from time to time).
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Employment Agreement, Xxxxx Xxxxxxxxxxx
(i) Employee may, in his sole discretion, without cause, terminate the Term at any time by
providing Employer with 90 days written notice. If Employee exercises such termination right,
Employer may, at its option, at any time after receiving such notice from Employee, relieve him of
his duties and terminate the Term at any time prior to the expiration of said notice period. If the
Term is terminated by Employee pursuant to this Section 7(c)(i), Employee will be entitled to the
provision of all compensation and other benefits that will have accrued as of the Termination Date,
including all vested Options, paid leave benefits, and reimbursement of incurred business expenses,
but will not be entitled to any further accrual or provision of any other compensation or benefits
after the Termination Date.
(ii) If, during the Term, a Change of Control (as defined below) occurs and, Employee’s
employment with the Company is terminated without Cause, or without his consent, Employee is
assigned duties that are a material diminution in his authority, duties or responsibilities and
which assignment is not cured by Employer with 30 days following notice by Employee (“Good
Reason”), or events which constitutes a material breach of the Agreement leading to Employee’s
resignation for Good Reason are effected in anticipation of a Change of Control, including but not
limited to an attempt to avoid the Company or its successor’s obligations under this Agreement,
Employee may, in his sole discretion, terminate the Term upon five (5) days’ notice to Employer.
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Employment Agreement, Xxxxx Xxxxxxxxxxx
If Employee exercises such termination right, Employer may, at its Option, at any time after
receiving such notice from Employee, relieve him of his duties hereunder and terminate the Term at
any time prior to the expiration of said notice period. If this Agreement is terminated by Employee
pursuant to this Section 7(c)(ii), Employee will receive, beginning on the Termination Date, an amount equal to
the eighteen months of total target compensation (18 months of TTC) provided that the amount
payable during the first six months shall not exceed two times the maximum amount that may be taken
into account under a qualified retirement plan under Internal Revenue Code Section 401(a)(17) for
the year in which the Termination Date occurs. Any portion of these amounts scheduled but not
payable during the first six months because of the limitation in the prior sentence shall be paid
in a lump sum with the first payment due after the end of the six months. These amounts will be
payable in the same times as provided in Section 7(a)(ii), and Employee will be entitled to the
provision of all compensation and other benefits that will have accrued as of the Termination Date,
including all vested Options, paid leave benefits, and reimbursement of incurred business expenses.
Further, any unvested options or any other stock award (whether restricted stock or other awards)
in Company stock previously issued to Employee will have their vesting accelerated in full so as to
become one hundred percent (100%) vested and immediately exercisable in full as of the date of such
termination. Company’s obligation to provide the foregoing will be subject to a reasonable release
and waiver under the same or similar terms that have been or will be required of other executive
officers.
10. Governing Law. This Agreement will be interpreted, construed and governed
according to the laws of the Commonwealth of Virginia, without regard to the conflict of law
provisions thereof.
(a) The words “including,” “include” and “includes” are not exclusive and will be deemed to be
followed by the words “without limitation”; if exclusion is intended, the word “comprising” is used
instead.
(b) Whenever this Agreement refers to a number of days, such number will refer to calendar
days unless Business Days are specified. For purposes of this Agreement, Business Days will mean
any day other than a Sunday, Saturday or other day on which banking institutions are authorized or
obligated to close in New York, New York.
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Employment Agreement, Xxxxx Xxxxxxxxxxx
(c) The parties have participated jointly in the negotiation and drafting of this Agreement.
If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as
if drafted jointly by the parties and no presumption or burden of proof will arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
(d) Both Employee and Employer have received independent legal advice with respect to the
advisability of entering into this Agreement and neither has been entitled to rely upon nor has in
fact relied upon the advice of the other party or such other party’s counsel in entering into this
Agreement. The paragraph headings and captions contained in this Agreement are for convenience only
and will not be construed to define, limit or affect the scope or meaning of the provisions hereof.
All references herein to Sections will be deemed to refer to Sections of this Agreement.
Any such notice or communication will be addressed:
(a) if to Employer, to General Counsel, 0000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000;
or
(b) if to Employee, to his last known home address on file with Employer; or to such other
address as Employer or Employee will have furnished to the other in writing.
Xxxxx Xxxxxxxxxxx | ||
By: /S/
|
Signature: /S/ | |
Xxxxx X. Xxxx Chief Executive Officer |
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