February 12, 2008 Mr. Joseph Ragan Re: Severance Agreement Dear Joseph:
Exhibit 10.2
February 12, 2008
Xx. Xxxxxx Xxxxx
Re: Xxxxxxxxx Agreement
Dear Xxxxxx:
In consideration of your continued commitment to GTSI and our desire to retain your services as we
rebuild the organization, this Severance Agreement (“Agreement”) sets forth the commitment by GTSI
to you in the event:
• | You are terminated by GTSI without Cause as defined in the footnote below
(“Termination”)1, or |
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• | You are notified of one of the following conditions, and as a result resign from GTSI
within 30 calendar days of such notice (“Resignation”): |
(i) | your GTSI annual base salary is reduced by more than 20% from its then current
amount; |
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(ii) | your GTSI duties, responsibilities, authority, reporting structure, title
(excluding any minor or inadvertent action which is remedied by the Company immediately
after notice by you) are significantly or meaningfully, as reasonably determined by
GTSI, reduced by GTSI; |
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(iii) | you are asked to permanently relocate to a different GTSI work site that would
increase your one-way commute distance by more than thirty-five (35) miles from your
then principal residence. |
In the event of your Termination or Resignation, GTSI will pay you a severance payment in an amount
equal to six (6) months (“Period”) of your then current GTSI annual base salary (the “Severance
Compensation”). The lump sum payment will be subject to standard withholdings and deductions.
GTSI’s obligation to pay this Severance Compensation is subject to you executing and delivering to
GTSI the Release and Obligation (“Release”) as exactly set out in Exhibit A within twenty-two (22)
calendar days of your Termination or Resignation. GTSI will pay you the Severance Compensation in a
lump sum amount within fifteen (15) calendar days following delivery of an executed Release. Unless
the Release is executed by you and delivered to GTSI within twenty-two (22) days after the
Termination (and not later revoked), you will not receive any of the Severance Compensation;
further, GTSI retains the right to initiate legal proceedings to recover the full amount of the
Severance Compensation if you breach or violate the terms of the Release.
1 “Cause” means your (i) unwillingness or inability
to adequately perform the employee’s job duties, or for insubordination, after
a written demand for substantial performance is delivered to you by one or more
Officers of GTSI, which demand specifically identifies the manner in which one
or more Officers of GTSI believe that you have not substantially performed your
duties, (ii) conviction of any felony involving moral turpitude; (iii) engaging
in practices contrary to the written policies of GTSI; (iv) illegal business
practices, (v) misappropriation of assets of GTSI; (vi) continual or repeated
insobriety or drug use; (vii) continual or repeated absence for reasons other
than disability or sickness; (viii) fraud; or (ix) embezzlement of Company
funds.
Notwithstanding the terms of this Agreement, your relationship with GTSI continues to be an at-will
employment relationship. GTSI or you have the right to terminate your employment with GTSI at any
time with or without Cause and with or without notice. Nothing in this Agreement confers upon you
any right to continue in the employ of GTSI, nor does this Agreement confer any rights to you
should you voluntarily terminate your GTSI employment, or otherwise end your GTSI employment.
In the case of a Change of Control, as described in the Change of Control Agreement between you and
GTSI, the terms of the Change of Control Agreement will supersede the terms of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date above
written.
By:
Acknowledged and Accepted:
Xxxxxx Xxxxx
Exhibit A
RELEASE AND OBLIGATION
RELEASE AND OBLIGATION
I understand that my position with GTSI Corp. (the “Company”) terminated effective
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(the “Separation Date”). The Company has agreed that in consideration of me signing this Release
and Obligation and delivering it to the Company within 22 days following my Separation Date, and do
not later revoke it, pay me Severance Compensation pursuant to the terms of the GTSI Severance
Agreement dated March 28, 2006 between myself and the Company. I understand that I am not entitled
to such Severance Compensation unless I sign and comply with this Release and Obligation
(“Release”).
Release: By my signature below, I agree to forever release and discharge GTSI and its
successors, its current and prior stockholders of record, officers, directors, and employees, past
or present, from any and all causes of action, actions, judgments, liens, indebtedness, damages,
losses, claims, liabilities, expenses and demands of any kind or character whatsoever: whether
known or unknown, suspected to exist or not suspected to exist, anticipated or not anticipated;
whether or not previously brought before any state or federal agency, court or other governmental
entity and whether existing on or arising prior to the date of this Release; and which, directly or
indirectly, in whole or in part, relate or are attributable to, connected with, or incidental to my
previous employment by GTSI, the separation of that employment, and any dealings between the
parties concerning my employment existing prior to the date of execution of this Release and
Obligation. This expressly includes any and all claims of discrimination on account of sex,
race, age, handicap, veteran status, national origin or religion, and claims or causes of action
based upon any equal employment opportunity laws, ordinances, regulations or orders, including
Title VII of the Civil Rights Act of 1964 and the Age Discrimination In Employment Act, the
Americans With Disabilities Act, Executive Order 11246, the Rehabilitation Act and any applicable
state or local anti-discrimination statutes. It also includes claims for breach of any
contract, agreement or promises made prior to this date; claims for wrongful termination actions of
any type, breach of express or implied covenant of good faith and fair dealing; intentional or
negligent infliction of emotional distress; claims for fraud, libel, slander or invasion of
privacy. This release also applies to any claims or rights that I might have or assert with
respect to any claims or rights, if any, concerning any GTSI bonus plan.
I acknowledge and understand that by my signature below, I am knowingly and voluntarily waiving and
releasing any rights I may have under the Federal Age Discrimination in Employment Act of 1967, as
amended (“ADEA”). I also acknowledge that the consideration given for the above release is in
addition to anything of value to which I was already entitled. I acknowledge that by this
document, I have been advised in writing, as required by the ADEA that: (a) my release does not
apply to any claims that may arise after my signing of this Release; (b) I should consult with an
attorney prior to executing this Release; (c) I have twenty-one (21) days within which to consider
this Release (although I may choose to voluntarily execute this Release earlier); (d) I have seven
(7) days following the execution of this release to revoke the Release; and (e) this Release will
not be effective until the eighth day after this Release has been signed both by me and by the
Company (“Release Effective Date”).
Obligations: By my signature below, I also agree that in consideration of the Severance
Compensation, I will comply with the following:
1. | In addition to the terms of any written confidentiality, proprietary rights,
non-solicitation or nondisclosure agreements I have with GTSI, I agree that for a period of
six months after the Separation Date that I will not directly or indirectly solicit or
offer employment to or hire any person who then is an employee of GTSI, or work as an
employee or independent consultant for any of these entities (CDW-G, Dell, DLT, WWT, GMR,
PC Connections, Xxxxxxx, XxxXxx Communication Technology Incorporated, TIG) in one of
their offices within a fifty (50) mile radius of GTSI’s Chantilly office, where such
employment involves my support of one of these entities to provide products or services to
the Federal Government that are the same as, or substantially similar to, the goods or
services provided by GTSI. |
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2. | Because of the unique nature of the above provisions, I understand and agree that GTSI
will suffer irreparable harm in the event that my failure to comply with any of my
obligations under Sections 1 above and that monetary damage will be inadequate to
compensate GTSI for such a breach. Accordingly, you agree that GTSI will, in addition to
any other remedies available to it at law or in equity, be entitled to injunctive relief to
enforce the terms of Sections 1 above. (“Injunctive relief” means a legal order from a
court prohibiting a person or corporate entity from carrying out a given action, or
ordering a given action to be done.) |
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3. | I have returned to GTSI all of its assets or property that I have in my possession or
control. |
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4. | I will not publicly disparage, whether in writing, electronically or orally, GTSI, or
any of its employees or members of the board of directors, and that I will not communicate
to or with any governmental body regarding GTSI unless compelled by law. In addition, GTSI
agrees to take every reasonable effort to ensure that that any GTSI officer or member of
the board of directors will not publicly disparage me, whether in writing, electronically
or orally. |
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5. | I agree to provide GTSI with any requested reasonable support and consultation
regarding any legal matter, to include making myself reasonably available at GTSI’s
facilities to discuss background matters or appearances in court or at Deposition hearings.
I also agree, if requested, to provide any affidavits or other written statements, and to
sign such statements so long as they represent your actual knowledge and belief. |
As Agreed to on:
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Date | Signature of Employee |