Summary of GTSI CORP - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers Effective September 1, 2009, GTSI Corp. (the "Company") entered into (a) Change of Control Agreements with Todd Leto, its Senior Vice President, Sales, and William Weber, its Senior Vice President, Services (the "COC Agreements"); and
(b) amendments to existing employment agreements with Jim Leto, its Chief Executive Officer, Scott Friedlander, its Chief Operating Officer and President, and Peter Whitfield, its Senior Vice President and Chief Financial Officer (the "Amendments"). As a result of entering into the COC Agreements, the Company's prior change of control agreements with Todd Leto and William Weber, each dated April 28, 2006, were terminated. The COC Agreements and the Amendments included a provision for the immediate acceleration of vesting of equity compensation awards upon a change of control event. The prior change of control arrangements in the aboved referenced
(a) terminated change of control agreements and (b) employment agreements required both a change of control event and termination of employment before the acceleration of vesting of equity compensation awards. In addition, other than with respect to Mr. Friedlander, the COC Agreements and Amendments increased the severance amounts payable to each senior executive if within two years after a change of control occurs the senior executive's employment is terminated by the Company without cause or by the senior executive for good reason. The severance amounts for Todd Leto and William Weber have been increased from 12 months to 15 months, the severance amount for Jim Leto has been increased from 12 months to 24 months, and the severance amount for Mr. Whitfield has been increased from six months to 15 months. The remaining provisions of the prior change of control arrangements with the senior executives have not materially changed and are included in the COC Agreements and Amendments. The foregoing descriptions of the COC Agreements and the Amendments are only summaries and are qualified in their entirety by reference to the complete text of the COC Agreement and Amendments, as applicable, that have been filed as exhibits to this Form 8-K. Copies of the COC Agreements are attached as Exhibit 10.1 and 10.2 in Item 9.01, and copies of the Amendments are attached as Exhibits 10.3, 10.4 and 10.5 in Item 9.01.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

     Exhibit        Description

       10.1         Change of Control Agreement, dated as of September 1, 2009,
                    between the Company and Todd Leto.
       10.2         Change of Control of Control Agreement, dated as of
                    September 1, 2009, between the Company and William Webber.
       10.3         Second Amendment to Employment Agreement, dated as of
                    September 1, 2009, between the Company and Jim Leto.
       10.4         Second Amendment to Employment Agreement, dated as of
                    September 1, 2009, between the Company and Scott Friedlander.
       10.5         First Amendment to Employment Agreement dated, as of
                    September 1, 2009, between the Company and Peter Whitfield.