Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Effective June 1, 2017, the employment of Cynthia A. Downes,
Executive Vice President, Chief Financial Officer, Treasurer and
Principal Accounting Officer of Versar, Inc. (the Company) was
terminated by the Company and the Company appointed Christine B.
Tarrago to serve as Senior Vice President, Chief Financial
Officer, Treasurer and Principal Accounting Officer of the
Company. Ms. Tarrago has more than 20 years of financial
executive leadership in North America and Europe. Ms. Tarrago
comes to Versar from ICS Nett, where she served as Vice President
and Corporate Controller. Prior to that, Ms. Tarrago served as
Vice President Finance at K12, Inc. from March 2016 until January
2017 and as Vice President Finance, Corporate Controller of
Lightbridge Communications Corporation from May 2011 to January
2016 and has had leadership positions at companies including
Marlink, Siemens and ALSTOM. She has a BA and MBA from the
University of Augsburg in Germany and is a registered CPA in the
State of Illinois.

There are no family relationships between Ms. Tarrago and any
director or officer of the Company, and she has no direct or
indirect material interest in any transaction required to be
disclosed to Item 404(a) of Regulation S-K.

The Company entered into a letter agreement, dated June 1, 2017
(the Agreement), with Ms. Tarrago in connection with her
appointment as Senior Vice President, Chief Financial Officer,
Treasurer and Principal Accounting Officer. Ms. Tarrago will be
entitled to an annual salary of $230,000. In addition, under the
Companys Incentive Compensation Plan, Ms. Tarrago will be
eligible for an annual cash bonus targeted at approximately 35%
of her base salary. The payment of any such bonus, which is at
the Companys sole discretion, would be based upon her
performance, that of her business group, as well as the Company
as a whole. She will be subject to customary non-competition,
non-disparagement and non-solicitation covenants for 18 months
following cessation of employment for any reason. The Company has
also entered into a Change in Control Severance Agreement with
Ms. Tarrago, dated June 2, 2017, for a term of two years which
provides for severance benefits if a Change in Control (as
defined in the agreement) occurs during the term of the agreement
and she is terminated without Cause (other than for death or
disability) or she resigns for Good Reason (in each case as
defined by the agreement). Her severance benefits would include a
payment equal to nine months of salary, a lump sum payment of
incentive compensation allocated or awarded under any existing
bonus or incentive plan and vesting of any unvested options to
purchase common stock or restricted stock awards and continuation
of certain health and insurance benefits, as outlined in the
Change in Control Severance Agreement.

The preceding descriptions of the Agreement and the Change in
Control Severance Agreement are qualified in their entirety by
reference to the text of the Agreement and the Change in Control
Severance Agreement, which are attached hereto as Exhibit 10.1
and 10.2 and incorporated by reference herein.

A copy of the press release announcing Ms. Downess termination
and the appointment of Ms. Tarrago as described in this filing is
attached hereto as Exhibit 99.1 and is incorporated herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 10.2	Agreement dated June 1, 2017, by and between Versar, Inc. and Ms. Tarrago Change in Control Severance Agreement dated June 2, 2017 by and between Versar, Inc. and Ms. Tarrago
99.1	Press Release dated June 5, 2017