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 19, 2010
VSE
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
|
0-3676
(Commission
File Number)
|
|
54-0649263
(IRS
Employer
Identification
Number)
|
|
2550
Huntington Avenue
|
|
|
|
Alexandria,
VA
|
|
22303-1499
|
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
(703)
960-4600
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(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:
¨ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
¨
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
19, 2010, VSE Corporation (the "Company") and Maurice A. Gauthier, who is the
chief executive officer, president and a director of the Company, entered into
an agreement amending the Employment Agreement, dated as of April 22, 2008,
between the Company and Mr. Gauthier (as amended by Amendment Number One to the
Employment Agreement effective as of April 22, 2008). The Employment Agreement,
as amended on April 19, 2010, provides that the term of Mr. Gauthier’s
employment with the Company will continue until April 28, 2012, unless it is
terminated earlier by the Company or Mr. Gauthier pursuant to the
agreement. The amendment also provides that if the Company terminates
Mr. Gauthier’s employment prior to April 28, 2012 without Cause, as defined in
the agreement, Mr. Gauthier will be entitled to a lump sum severance payment
equal to the lesser of (a) two times Mr. Gauthier’s base salary in effect as of
the date of termination or (b) such amount as would not trigger the application
of Section 280G of the Internal Revenue Code of 1986, as amended.
Item
9.01. Financial
Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
10.1.
Amendment Agreement made as of April 19, 2010 by and between VSE Corporation and
Maurice A. Gauthier
The
information in the Exhibit Index of this Current Report on Form 8-K is
incorporated into this Item 9.01 (d) by reference.
SIGNATURE
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.
VSE
CORPORATION
|
Date: April
22, 2010
|
By: /s/ Thomas. R.
Loftus
|
Thomas R. Loftus
Executive Vice President and
Chief Financial Officer
EXHIBIT
INDEX
Exhibit
Number Description
10.1.
Amendment Agreement made as of April 19, 2010 by and between VSE Corporation and
Maurice A. Gauthier