GTSI (GTSI)

Subject to the limitations of the Plan, the Committee may in its sole and absolute discretion grant Performance Awards to such Employees, in such numbers, upon such terms and conditions and at such times as the Committee shall determine. Performance Awards may be denominated in cash (e.g. units valued at $100) or shares of Common Stock. Performance Awards may be settled in cash or shares of Common Stock, at the discretion of the Committee, as set forth in the Award Agreement.

(a)   Each grant shall specify the number of shares of Common Stock or units to which it pertains, subject to the limitations set forth in Section 9 of the Plan. No shares of Common Stock will be issued at the time an award of Performance Shares is made.

(b)   Each grant shall specify the performance conditions and required period or periods (if any) of continuous service by the Participant with the Company to earn the Performance Awards. The Committee may provide that if performance relative to the performance goals exceeds targeted levels, then the number of Performance Awards earned shall be a multiple, not in excess of 200%, of those that would be earned for target performance. Any grant may provide for the settlement of Performance Awards in the event of a termination of employment or a Change in Control of the Company or any other similar transaction or event. The Committee, on the date of grant, shall determine the maximum period over which Performance Awards may be earned, except that such period shall not exceed 10 years.

(c)   Unless otherwise determined by the Committee, Participants holding Performance Awards shall not have any rights as a shareholder prior to the actual issuance of shares of Common Stock, if applicable.

(d)   To the extent the Performance Awards are designated as “performance-based” compensation under Section 162(m) of the Code, they shall be subject to the restrictions set forth in Section 11.

(e)   Unless an Award Agreement provides otherwise, if the employment of a Participant is terminated for Cause, his or her Performance Awards shall terminate and no longer be payable or settled as of the Participant’s termination date.

A3.