Exhibit
10.1


 


AMENDED AND RESTATED EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”), originally executed as of the 19th
day of March, 2007, is hereby amended this 25th day of October, 2007 by and
between ATS Corporation, a Delaware corporation (the “Corporation”), and
Dr. Edward H. Bersoff, a resident of the Commonwealth of Virginia (the “Executive”).


WHEREAS,
the Executive commenced service as the Corporation’s Chairman, President and
Chief Executive Officer on January 16, 2007, the date of the closing of the
Corporation’s acquisition of Advanced Technology Systems, Inc.; and


WHEREAS,
the Corporation and the Executive initially formalized the terms of the
employment relationship in this Agreement on March 19, 2007; and


WHEREAS,
the parties desire to extend the term of the Executive’s service as Chief
Executive Officer through December 31, 2008 and to make certain other revisions
to the terms of such employment relationship; and


WHEREAS,
the Executive and the Corporation wish to formalize such extension and
revisions to the Agreement.


NOW,
THEREFORE, in consideration of the premises and the mutual agreements made
herein, and intending to be legally bound hereby, the Corporation and the
Executive hereby agree to amend and restate the Agreement in the form
hereinafter set forth:


1.             Employment; Duties.


(a)           Employment and Employment Period.  The Corporation shall employ the Executive to
serve as the Corporation’s Chairman and Chief Executive Officer (initially also
with the title of President) (the “Chairman/CEO”) for a period to be
agreed upon by the Executive and the Compensation Committee of the Board of
Directors (the “Compensation Committee”), such period currently expected
to extend until on or about December 31, 2008 (the “CEO Period”), and
thereafter (and after employment of a new Chief Executive Officer) as the
Corporation’s Chairman of the Board (the “Chairman”) for the period
ending December 31, 2011 (the “Chairman Only Period,” which until
otherwise agreed shall, for purposes of this Agreement, be treated as
commencing on January 1, 2009).  The
period ending December 31, 2011 is hereinafter sometimes referred to as the “Employment
Period.”  Further, the phrase “termination
of employment” as used hereinafter, shall be deemed to be “separation from
service” under Section 409A of the Internal Revenue Code (the “Code”).  The Employment Period may be extended by
mutual agreement of the parties.


(b)           Offices, Duties and
Responsibilities.  The Executive
shall perform such customary, appropriate and reasonable executive duties as
are usually performed by a Chairman/CEO or Chairman, as the case may be.  The Executive’s offices shall be located at
the Corporation’s headquarters building in McLean, Virginia.


 

















 


 


(c)           Devotion to Interests of the
Corporation.  Except as expressly
authorized by the Board and so long as the Executive serves as Chairman/CEO,
the Executive will not, without the prior written consent of the Corporation,
directly or indirectly engage in any other business activities or pursuits, except
activities in connection with (i) any professional, charitable or civic
activities (other than as an officer), (ii) personal investments, (iii) serving
as an executor, trustee or in another similar fiduciary capacity for a
non-commercial entity, and (iv) continued service on a number of corporate
boards consistent with the Executive’s current board service; provided,
however, that any such activities do not materially interfere with the
performance of his responsibilities and obligations pursuant to this
Agreement.  These restrictions shall not
apply to the Executive during the Chairman Only Period. The Executive shall use
his best efforts to promote the interests and welfare of the Corporation.


2.             Compensation and Fringe Benefits.


(a)           Base Compensation.  So long as the Executive serves as
Chairman/CEO, the Corporation shall pay the Executive a base salary at the rate
of $300,000 per year, as adjusted from time to time with the approval of the
Compensation Committee (“CEO Base Compensation”). The Executive’s base
salary during the Chairman Only Period shall be at a reduced level as agreed
upon between the Executive and the Compensation Committee (“Chairman Base
Compensation”). The CEO Base Compensation and Chairman Base Compensation
shall be payable in installments in accordance with the Corporation’s normal
payroll practices for compensating executive personnel and shall be subject to
payroll deductions and tax withholdings in accordance with the Corporation’s
usual practices and as required by law.


(b)           Incentive Compensation.  The Executive shall be entitled to
performance-based incentive compensation (“Incentive Compensation”)
during the CEO Period in an amount up to 65% of the CEO Base Compensation.  The Incentive Compensation payable for each
applicable period shall be contingent on and based on corporate and individual
performance criteria agreed to between the Executive and the Compensation
Committee from time to time. At or before the commencement of the Chairman Only
Period, the Executive and the Compensation Committee will agree on the extent,
if any, to which the Executive shall be entitled to Incentive Compensation
during the Chairman Only Period.  The
target amount payable as Incentive Compensation, as agreed upon between the
Executive and the Compensation Committee from time to time, is hereinafter
referred to as the “Incentive Compensation Target.”


(c)           Fringe Benefits.  The Executive shall also be entitled to such
fringe benefits as are generally made available by the Corporation to executive
personnel, including, but not limited to, health insurance. The Executive also
will be reimbursed for reasonable expenses incurred in connection with travel
and entertainment related to the Corporation’s business and affairs, to be paid
by the Corporation in a manner consistent with past practice and as amended by
any subsequent changes of corporate policy.


(d)           Restricted Stock.  In connection with the initial execution of
this Agreement in March 2007, the Executive was awarded one hundred fifty
thousand (150,000) shares of restricted stock under the terms of the Company’s
2006 Omnibus Incentive Compensation Plan, thirty thousand (30,000) of such
shares to vest on each December 31 during


 

















 


the
Employment Period commencing with December 31, 2007 so long as the Executive
continues to serve as Chairman/CEO or Chairman, as the case may be, and with
acceleration following a change in control as defined in the applicable award
agreement.


3.             Trade Secrets.  The Executive shall not use or disclose any
of the Corporation’s trade secrets or other confidential information.  The term “trade secrets or other confidential
information” includes, by way of example, matters of a technical nature, such
as scientific, trade and engineering secrets, “know-how,” formulae, secret processes
or machines, inventions, computer programs (including documentation of such
programs) and research projects, and matters of a business nature, such as
proprietary information about costs, profits, markets, sales, lists of
customers, plans for future development, and other information of a similar
nature that is designated as confidential or generally maintained as
confidential or proprietary by the Corporation. 
After termination of the Executive’s employment, the Executive shall not
use or disclose trade secrets or other confidential information unless such
information becomes a part of the public domain other than through a breach of
the Corporation’s policies or is disclosed to the Executive by a third party
who is entitled to receive and disclose such information.


4.             Return of Documents and Property.  Upon the effective date of notice of the
Executive’s or the Corporation’s election to terminate the Executive’s
employment, or at any time upon the request of the Corporation, the Executive
(or his heirs or personal representatives) shall deliver to the Corporation (a)
all documents and materials containing trade secrets or other confidential
information relating to the Corporation’s business and affairs, and (b) all
documents, materials and other property belonging to the Corporation, which in
either case are in the possession or under the control of the Executive (or his
heirs or personal representatives).


5.             Discoveries and Works.  All discoveries and works made or conceived
by the Executive during his employment by the Corporation, jointly or with
others, that relate to the Corporation’s activities shall be owned by the
Corporation.  The term “discoveries and
works” includes, by way of example, inventions, computer programs (including
documentation of such programs), technical improvements, processes, drawings
and works of authorship.  The Executive
shall (a) promptly notify, make full disclosure to, and execute and deliver any
documents requested by, the Corporation to evidence or better assure title to
such discoveries and works in the Corporation, (b) assist the Corporation in
obtaining or maintaining for itself at its own expense United States and
foreign patents, copyrights, trade secret protection or other protection of any
and all such discoveries and works, and (c) promptly execute, whether during
his employment by the Corporation or thereafter, all applications or other
endorsements necessary or appropriate to maintain patents and other rights for
the Corporation and to protect its title thereto.  Any discoveries and works which, within six
months after the termination of the Executive’s employment by the Corporation,
are made, disclosed, reduced to a tangible or written form or description, or
are reduced to practice by the Executive and which pertain to the business
carried on or products or services being sold or developed by the Corporation
at the time of such termination shall, as between the Executive and the
Corporation, be presumed to have been made during the Executive’s employment by
the Corporation.  Set forth on Schedule 5
attached hereto is a list of inventions, patented or unpatented, if any,
including a brief description thereof, which are owned by the Executive, which
the Executive conceived or made prior to his employment by the Corporation and
which are excluded from this Agreement.


 

















 


6.             Termination.


(a)           Upon thirty (30) days’ prior written
notice the Corporation may terminate the Executive’s employment, with or
without “Cause,” as defined in Section 6(f) below.  Upon thirty (30) days’ prior written notice,
the Executive may terminate his employment, with or without “Good Reason,” as
defined in Section 6(e) below.  Upon any
termination of the Executive’s employment (the “Date of Termination”)
for any reason, the Corporation shall:


(i)                                     pay to the
Executive any unpaid CEO Base Compensation or Chairman Base Compensation, as
the case may be, through the Date of Termination;


(ii)                                  pay to the
Executive any unpaid Incentive Compensation earned with respect to completed
fiscal periods but not paid through the date of termination under the terms of
applicable incentive compensation arrangements; and


(iii)                               provide to or
for the benefit of the Executive the benefits, if any, otherwise expressly
provided under this Section 6, Section 7 or Section 8, as applicable.


Any
payments under this Section 6, Section 7 or Section 8 that are to be made in
connection with the termination of the Executive’s employment will be paid in
cash (with deduction of such amount as may be required to be withheld under
applicable law and regulations) within ten (10) business days of the Executive’s
termination of employment; provided, however, that in the event
the Executive’s employment is terminated pursuant to Section 6(b) below, then,
at the Corporation’s election, the “No Cause/Good Reason Termination Fee” (as
therein defined) shall be payable in equal monthly installments over the
Applicable Severance Period (as provided in Section 6(b)) with the first
payment due within five business days after the date of the Executive’s
termination of employment (collectively, the “Termination Fee Installment
Payments”).  All other compensation
and employment benefit arrangements provided for in this Agreement shall cease
upon such termination of employment except to the extent required by law or
otherwise expressly provided by such arrangements.


                                (b)           In the event the Corporation
terminates the Executive’s employment without Cause or the Executive terminates
his employment for Good Reason, then, in addition to the benefits provided for
under Sections 6(a)(i) and 6(a)(ii) and subject to the provisions of Section 8,
the Corporation shall pay to the Executive (i) a severance benefit equal to the
Executive’s then applicable CEO Base Compensation or Chairman Base
Compensation, as the case may be, for a period of twelve (12) months following
the termination of employment if the termination takes place during the CEO
Period or eighteen (18) months if the termination takes place during the
Chairman Only Period (such twelve- or eighteen-month period, as the case may
be, the “Applicable Severance Period”), (ii) the cost of maintaining the level of health
insurance then maintained by the Executive (including family) under Federal
COBRA laws for a period of eighteen (18) months following the effective date of
the termination, plus (iii) an amount equal to fifty percent (50%) of the
Incentive Compensation Target, if any, applicable for the first calendar year
ending during the Applicable Severance Period (collectively, the “No
Cause/Good Reason


 

















 


Termination Fee”).  In
addition, all unvested restricted stock, stock options and any other
equity-based compensation arrangements shall vest, and all stock options and
other equity-based compensation arrangements that must be exercised shall be
exercisable in accordance with the applicable award agreement. On or before
March 31 of the calendar year following the calendar year in which the
Executive’s employment with the Corporation is terminated, the Corporation
shall calculate the amount of Incentive Compensation the Executive would have
received had the Executive remained employed by the Corporation for the entire
applicable calendar year.  To the extent
that the amount of the Incentive Compensation the Executive would have received
had the Executive remained employed by the Corporation for the entire
applicable calendar year is in excess of 50% of the Incentive Compensation
Target for that year (the “Overage Amount”), the Corporation shall then
promptly pay to the Executive the Overage Amount.  No Overage Amount shall be payable in respect
of years following the year in which the Executive’s employment with the
Corporation is terminated.


 


(c)           In the event the Corporation
terminates the Executive’s employment for Cause, then, in addition to the
benefits provided for under Sections 6(a)(i) and 6(a)(ii), all unvested stock
options and any other equity-based compensation arrangements shall be
terminated and all vested stock options shall be exercisable in accordance with
the applicable award agreement.


(d)           In the event the Executive terminates
his employment without Good Reason, then, in addition to the benefits provided
for under Sections 6(a)(i) and 6(a)(ii), all unvested stock options and any
other equity-based compensation arrangements shall be terminated and all vested
stock options shall be exercisable in accordance with the applicable award
agreement.


(e)           For purposes of this Agreement, the
Executive shall be considered to have “Good Reason” to terminate his
employment if, without his express written consent (except as contemplated by
this Agreement or in connection with the termination of his employment
voluntarily by Executive, by the Corporation for Cause, or under the
circumstances described in Section 8 hereof), (i) the responsibilities of the
Executive are substantially reduced or altered, (ii) the Executive’s CEO Base
Compensation or Chairman Base Compensation, as the case may be, is reduced
without his consent, or (iii) the Executive’s offices are relocated anywhere
other than within a fifty (50) mile radius of his office in McLean, Virginia; provided,
however, that if the Executive terminates this Agreement for one or more of
the reasons stated in clauses (i) or (ii), the Corporation shall have a period
of thirty (30) business days after actual receipt written notice of the
Executive’s assertion of Good Reason to cure the basis for such assertion, and,
in the event of cure (or the commencement of steps reasonably designed to
result in prompt cure), the assertion of Good Reason shall be null and void.


(f)            For purposes of this Agreement, the
Corporation shall have “Cause” to terminate the Executive’s employment
hereunder upon (i) the continued, willful and deliberate failure of the
Executive to perform his duties in a manner substantially consistent with the
manner prescribed by the Board (other than any such failure resulting from his
incapacity due to physical or mental illness), (ii) the engaging by the
Executive in misconduct materially and demonstrably injurious to the
Corporation, (iii) the conviction of the Executive of commission of a felony,
whether or not such felony was committed in connection with the Corporation’s


 

















 


business,
(iv) the circumstances described in Section 8 hereof, in which case the
provisions of Section 8 shall govern the rights and obligations of the parties,
or (v) during
the Chairman Only Period (but prior to a Change of Control as defined in
Section 7(c) below) the Executive is nominated for election to the Board of
Directors and the Corporation solicits proxies for his election but the
Executive is not elected by the stockholders; provided, however,
that if the Corporation terminates this Agreement for one or more of the
reasons stated in clauses (i) or (ii), the Executive shall have a period of
thirty (30) business days after actual receipt written notice of the
Corporation’s assertion of Cause to cure the basis for such assertion, and, in
the event of cure (or the commencement of steps reasonably designed to result
in prompt cure), the assertion of Cause shall be null and void.


(g)           Notwithstanding any other provision
hereof, the Executive shall not be entitled to receive any payment under
Section 6 or 7 of this Agreement that is treated as “deferred compensation”
within the meaning of Section 409A of the Code and the regulations thereunder
prior to the time such payment is permitted to be made under Section
409A(a)(2)(B) of the Code.


7.             Change in Control.


(a)           All unvested restricted stock, stock
options and any other equity-based compensation arrangements theretofore granted
to the Executive shall vest in full on the date of a “Change in Control” (as
defined in Section 7(c) below).


(b)           In the event that the Corporation
terminates the Executive’s employment with the Corporation without Cause within
twelve months after a “Change in Control” (as defined in Section 7(c) below),
or if the Executive terminates his employment with the Corporation for Good
Reason (in accordance with Sections 6(e) and (f) above) within twelve months
after a Change in Control, then, in addition to the benefits provided for under
Sections 6(a)(i) and 6(a)(ii), the Corporation shall pay to the Executive  a severance benefit equal to (i) the
Executive’s then applicable annual CEO Base Compensation or Chairman Base
Compensation, as the case may be, for the Applicable Severance Period, (ii) the cost of maintaining the level of health
insurance then maintained by the Executive (including family) under Federal
COBRA laws for  a period of eighteen (18)
months following the effective date of the termination, plus (iii) an
amount equal to one hundred percent (100%) of the Incentive Compensation
Target, if any, applicable during the first calendar year ending during the
Applicable Severance Period.  The
severance benefit shall be payable in Termination Fee Installment Payments;
that is, in equal monthly installments over the Applicable Severance Period (as
defined in Section 6(b)) with the first payment due within five business days
after the date of the Executive’s termination of employment.  In addition, all stock options and other
equity-based compensation arrangements that must be exercised shall be
exercisable in accordance with the terms of the applicable award agreement.


(c)           For purposes of this Agreement, “Change
in Control” shall mean an occurrence of any of the following events:


(i)                                     an acquisition
(other than directly from the Corporation) of any voting securities of the
Corporation (the “Voting Securities”) by


 

















 


any “person or group” (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange
Act”)) other than an employee benefit plan of the Corporation, immediately
after which such person or group has “Beneficial Ownership” (within the meaning
of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the
combined voting power of the Corporation’s then outstanding Voting Securities;
or


(ii)                                  the
consummation of (A) a merger, consolidation or reorganization involving the
Corporation, unless the company resulting from such merger, consolidation or
reorganization (the “Surviving Corporation”) shall adopt or assume this
Agreement and the stockholders of the Corporation immediately before such
merger, consolidation or reorganization own, directly or indirectly immediately
following such merger, consolidation or reorganization, at least fifty percent
(50%) of the combined voting power of the Surviving Corporation in
substantially the same proportion as their ownership immediately before such
merger, consolidation or reorganization, (B) a complete liquidation or
dissolution of the Corporation, or (C) a sale or transfer of all or
substantially all of the assets of the Corporation.


(d)           In the event that, as a result of
payments to or for the benefit of the Executive under this Agreement or
otherwise in connection with a Change in Control, any state, local or federal
taxing authority imposes any taxes on the Executive that would not be imposed
but for the occurrence of a Change in Control, including any excise tax under
Section 4999 of the Internal Revenue Code and any successor or comparable
provision, then, in addition to the benefits provided for under Sections
6(a)(i) and 6(a)(ii) and under Sections 7(a) and 7(b), the Corporation
(including any successor to the Corporation) shall pay to the Executive at the
time any such tax becomes payable an amount equal to the amount of any such tax
imposed on Executive.


8.             Disability; Death.


(a)           If, prior to the expiration or
termination of the Employment Period, the Executive shall be unable to perform
his duties by reason of disability or impairment of health for at least six
consecutive calendar months, the Corporation shall have the right to terminate
the Executive’s employment on account of disability by giving written notice to
the Executive to that effect, but only if at the time such notice is given such
disability or impairment is still continuing. 
In the event of a dispute as to whether the Executive is disabled within
the meaning of this Section 8(a), either party may from time to time request a
medical examination of the Executive by a doctor selected by the Corporation,
and the written medical opinion of such doctor shall be conclusive and binding
upon the parties as to whether the Executive has become disabled and the date
when such disability arose.  The cost of
any such medical examination shall be borne by the Corporation.  If the Corporation terminates the Executive’s
employment on account of disability, then, in addition to the benefits provided
for under Sections 6(a)(i) and

















 


 


6(a)(ii),
all unvested stock options and any other equity-based compensation arrangements
shall be terminated, and all vested stock options shall be exercisable in
accordance with the terms of the applicable award agreement.


(b)           If, prior to the expiration or
termination of the Employment Period, the Executive shall die, then, in
addition to the benefits provided for under Sections 6(a)(i) and 6(a)(ii), the
Employment Period shall terminate without further notice.  In such an event, all unvested stock options
and any other equity-based compensation arrangements shall be terminated, and
all vested stock options shall be exercisable in accordance with the terms of
the applicable award agreement.


(c)           Nothing contained in this Section 8
shall impair or otherwise affect any rights and interests of the Executive
under any insurance arrangements, death benefit plan or other compensation plan
or arrangement of the Corporation which may be adopted by the Board.


9.             Non-Competition/Non-Solicitation.


(a)           Non-Competition.  The Executive agrees that for a period
commencing on the Effective Date and ending at the end of the Applicable
Severance Period (the “Non-Competition Period”), the Executive will not,
except as otherwise provided herein, engage or participate, directly or
indirectly, as principal, agent, officer, employee, employer or consultant or
in any other comparable capacity, in the conduct or management of, any business
which is competitive with any business conducted by the Corporation.  For the purpose of this Agreement, a business
shall be considered to be competitive with the business of the Corporation only
if such business is engaged in providing services similar to (i) any service
currently provided by the Corporation or provided by the Corporation during the
Employment Period; (ii) any service which in the ordinary course of business
during the Non-Competition Period evolves from or results from enhancements to
the services provided by the Corporation as of the Effective Date or during the
Non-Competition; or (iii) any future service of the Corporation as to which the
Executive materially and substantially participated in the design or
enhancement.  Nothing in this Section
9(a) shall be interpreted to prohibit the Executive from continuing to serve as
a non-employee member of the board of directors of services companies that may
compete with the Corporation or, during the Chairman Only Period, as the
non-executive chairman of the board of such companies.


(b)           Non-Solicitation of Employees.  During the Non-Competition Period, the Executive
will not (for the Executive’s own benefit or for the benefit of any person or
entity other than the Corporation) solicit, or assist any person or entity
other than the Corporation to solicit, any officer, director, executive or
employee of the Corporation or its affiliates to leave his or her employment.


(c)           Reasonableness.  The Executive acknowledges that (i) the
markets served by the Corporation are national and are not dependent on the
geographic location of executive personnel or the businesses by which they are
employed, (ii) the length of the Non-Competition Period is related to the
length of the Employment Period and the Corporation’s agreement to provide
severance benefits as set forth in Sections 6 or 7, above, that, under certain
circumstances, will provide additional compensation to the Executive upon the
termination of the


 

















 


Executive’s
employment; and (iii) the above covenants are reasonable on their face, and the
parties expressly agree that such restrictions have been designed to be reasonable
and no greater than is required for the protection of the Corporation.


(d)           Investments.  Nothing in this Agreement shall be deemed to
prohibit the Executive from owning equity or debt investments in any
corporation, partnership or other entity which is competitive with the
Corporation, provided that such investments (i) are passive investments
and constitute five percent (5%) or less of the outstanding equity securities
of such an entity the equity securities of which are traded on a national
securities exchange or other public market, or (ii) are approved by the
Compensation Committee.


10.           Waiver.  The waiver of the breach of any term or
provision of this Agreement shall not operate as or be construed to be a waiver
of any other or subsequent breach of this Agreement.  Failure by the Executive or the Corporation
to insist upon strict compliance with any provision of this Agreement or to
assert any right the Executive or the Corporation may have hereunder, including,
without limitation, the right of the Executive to terminate employment for Good
Reason, shall not be deemed to be a waiver of such provision or right or of any
other provision or rights under this Agreement.


11.           Enforcement.  The Executive agrees that the Corporation’s
remedies at law for any breach or threat of breach by him of Sections 3, 4, 5
or 9 hereof will be inadequate, and that the Corporation shall be entitled to
an injunction or injunctions to prevent breaches of Sections 3, 4, 5 or 9
hereof and to enforce specifically the terms and provisions thereof, in
addition to any other remedy to which the Corporation may be entitled at law or
equity.  If the Corporation sues to
enforce Sections 3, 4, 5 or 9 hereof and fails to prevail in such proceeding,
the court shall award to the Executive his reasonable fees for his attorneys,
the reasonable expenses of his witnesses, and any other reasonable expenses
incurred in connection with the proceeding to the extent that the court
determines that the Executive has prevailed in such proceeding.


12.           Arbitration.  Any dispute or claim other than those
referred to in Section 11, arising out of or relating to this Agreement or
otherwise relating to the employment relationship between the Executive and the
Corporation, shall be submitted to arbitration, in Fairfax County, Virginia,
before a single arbitrator, in accordance with the rules of the American
Arbitration Association as the exclusive remedy for such claim or dispute.  The Executive and the Corporation agree that
such arbitration will be confidential and no details, descriptions, settlements
or other facts concerning such arbitration shall be disclosed or released to
any third party without the specific written consent of the other party, unless
required by law or court order or in connection with enforcement of any
decision in such arbitration.  Any
damages awarded in such arbitration shall be limited to the contract measure of
damages, and shall not include punitive damages.  In any proceeding, whether commenced by the
Executive or by the Corporation, the arbitrator shall award to the Executive
his reasonable fees for his attorneys, the reasonable expenses of his
witnesses, and any other reasonable expenses incurred in connection with the
arbitration to the extent that the arbitrator determines that the Executive has
prevailed in such proceeding.


13.           Full Settlement.  The Corporation’s obligation to make any
payments provided for in this Agreement and otherwise to perform its
obligations hereunder shall not be affected by any


 

















 


set-off,
counterclaim, recoupment, defense or other claim, right or action which the
Corporation may have against the Executive or others.  In no event shall the Executive be obligated
to seek other employment or take other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement,
and such amounts shall not be reduced whether or not the Executive obtains
other employment.


14.           Severability.  Should any provision of this Agreement be
determined to be unenforceable or prohibited by any applicable law, such
provision shall be ineffective to the extent, and only to the extent, of such
unenforceability or prohibition without invalidating the balance of such
provision or any other provision of this Agreement, and any such unenforceability
or prohibition in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


15.           Counterparts.  This Agreement may be executed in any number
of counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute one and the
same instrument.


16.           Assignment.  The Executive’s rights and obligations under
this Agreement shall not be assignable by the Executive.  The Corporation’s rights and obligations
under this Agreement shall not be assignable by the Corporation except as
incident to the transfer, by merger or otherwise, of all or substantially all
of the business of the Corporation in a transaction in which the successor
entity remains obligated under, or by operation of law or otherwise assumes,
the Corporation’s obligations under this Agreement.  In the event of any such assignment by the
Corporation, all rights of the Corporation hereunder shall inure to the benefit
of the assignee.


17.           Notices.  Any notice required or permitted under this
Agreement shall be deemed to have been effectively made or given if in writing
and personally delivered or sent by registered or certified U.S. mail, UPS or
recognized overnight courier, properly addressed in a sealed envelope, with
delivery charges prepaid.  Unless
otherwise changed by notice, notice shall be properly addressed to the
Executive if addressed to:


Dr.
Edward H. Bersoff


8322
Woodlea Mill Road


McLean,
VA  22102

















 


and properly addressed to the Corporation if
addressed to:


 


ATS
Corporation


7915
Jones Branch Drive


McLean,
Virginia 22102


Attention:  Chairman of Compensation Committee


 


                18.           Compliance
with Section 409A.  Because the
parties hereto intend that any payment under this Agreement shall be paid in
compliance with Section 409A of the Code (“Section 409A”) and all
regulations, guidance and other interpretative authority thereunder, such that
there will be no adverse tax consequences, interest or penalties as a result of
such payments, the parties hereby agree to modify this Agreement with respect
to the timing (but not the amount) of any payment to the extent necessary to
comply with Section 409A and avoid application of any taxes, penalties or
interest thereunder.  Notwithstanding any
provision of this Agreement to the contrary, if the Executive is a “specified
employee” as defined in Section 409A, the Executive shall not be entitled to
any payments upon Date of Termination until the earlier of (a) the date which
is six (6) months after Date of Termination for any reason other than death, or
(b) the date of the Executive’s death. 
Any amounts otherwise payable to the Executive following Date of
Termination that are not so paid by reason of this Section 18 shall be paid as
soon as practicable after the date that is six (6) months after Date of
Termination (or, if earlier, the date of the Executive’s death).  The provisions of this Section 18 shall only
apply if, and to the extent, required to comply with Section 409A in a manner
such that the Executive is not subject to additional taxes and/or penalties
under Section 409A.


 


19.           Miscellaneous.  Except for the separate agreement related to
the award of restricted stock contemplated by Section 2(a), this Agreement
constitutes the entire agreement, and terminates and supersedes all prior
agreements, of the parties hereto relating to the subject matter hereof, and
there are no written or oral terms or representations made by either party
other than those contained herein, except that nothing contained in this
Agreement shall invalidate or supersede the terms of any previously or
subsequently granted stock options or other equity-based compensation
arrangements (including without limitation the provisions thereof relating to
post termination exercisability) to the extent that such stock options or
arrangements provide more favorable terms to the Executive.  The validity, interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the Commonwealth
of Virginia, without giving effect to conflicts of laws principles.  The headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.


 

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Employment Agreement effective as of the day and year first above written.


	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Edward H. Bersoff

  
	
   

  	
   

  	
  Dr. Edward H. Bersoff

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CORPORATION:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATS Corporation

  
	
   

  	
   

  	
  a Delaware Corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph A. Saponaro

  
	
   

  	
   

  	
   

  	
  Joseph A. Saponaro

  
	
   

  	
   

  	
   

  	
  Chairman, Compensation
  Committee

  



 

















SCHEDULE 5


Inventions Owned by Executive


 


None