Exhibit
10.16




EMPLOYMENT
AGREEMENT




THIS EMPLOYMENT AGREEMENT
(“Agreement”),
dated as of September 2, 2010 to be effective September 2, 2010 (the “Effective Date”), by
and between ATS Corporation, a Delaware corporation (hereinafter referred to as
“Employer”),
and John Hassoun, an individual (hereinafter referred to as “Employee”) residing
at the address set forth on the signature page hereof.




WITNESSETH:




WHEREAS, Employer desires to
engage or employ Employee to perform services for Employer (or any present or
future parent, subsidiary, or affiliate of Employer and any successor or assign
of Employer) upon the terms and conditions set forth below, and Employee desires
to accept employment upon such terms and conditions.




NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:




1.           EMPLOYMENT.  Employer
hereby employs Employee to serve in the position of Senior Vice President and
Employee hereby accepts employment by Employer in such position, upon all of the
terms and conditions set forth in this Agreement.




2.           TERM.  This
Agreement and the term of Employee’s employment hereunder (the “Employment Term”) (i)
shall begin on the Effective Date and, unless earlier terminated as set forth in
Section 9 hereof, shall continue through September 1, 2013 (the “Term”).
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”).




3.           EMPLOYEE’S
REPRESENTATIONS AND WARRANTIES.  Employee represents, warrants
and covenants to Employer that he is free to accept employment with Employer as
contemplated herein and has no other written or oral obligations or commitments
of any kind or nature that would in any way interfere with his acceptance of
employment pursuant to the terms hereof or the full performance of his
obligations hereunder or that would otherwise pose any conflict of
interest.




4.           DUTIES
AND EXTENT OF SERVICES.




(a)           Duties.  During
the Employment Term, Employee shall serve in the position of Senior Vice
President and shall have such authority and perform such duties as are
commensurate with such position and as reasonably assigned by Employer and
consistent with such position.  In addition, Employee shall hold such
other office(s) with Employer (or any affiliates of Employer) to which he may be
elected, appointed or assigned from time to time, and to which he has consented,
and shall discharge the duties related to such offices.







(b)           Extent of
Service.  During the Employment Term, Employee shall devote his
full business time, skill, attention and energy exclusively, diligently, and
competently to perform the duties and responsibilities assigned to him hereunder
or pursuant hereto, provided that he may
manage personal investments, and, with the consent of Employer which shall not
be unreasonably withheld, delayed or conditioned, serve on corporate, civic or
charitable boards.  Employee shall be available to travel as the
reasonable needs of the business of Employer require.




5.           COMPENSATION.




(a)           Base
Salary.  Subject to Section 11 of this Agreement, for all
services rendered under this Agreement during the Term, Employer shall pay to
Employee a base salary of Two Hundred Seventy-Five Thousand Dollars ($275,000)
per annum, as adjusted from time to time (“Base
Salary”).  The Base Salary shall be payable in installments in
accordance with Employer’s normal payroll practices for compensating its
Employees and shall be subject to payroll deductions and tax withholdings in
accordance with Employer’s usual practices and as required by
law.  Effective with Employer’s 2011 salary review cycle for officers
and senior managers, Employee shall become eligible to receive annual increases
consistent with Employer’s practices with respect to annual salary increases
given to other Employees of Employer with responsibilities, titles and
performance comparable to those of Employee.




(b)           Incentive Compensation.  Employee shall be eligible to participate in Employer’s
management incentive program as in effect from time to time for the officers and
senior managers of Employer (“Incentive
Compensation”).




6.           FRINGE
BENEFITS AND EXPENSES.




(a)           Fringe
Benefits.  Employee shall be entitled to such fringe benefits
as are generally made available by Employer to Employee personnel, including,
but not limited to, health insurance.




(b)           Expenses.  Employer
shall reimburse Employee for his reasonable out-of-pocket costs and expenses in
connection with the performance of his duties and responsibilities hereunder,
subject to the submission of appropriate vouchers, bills and receipts in
accordance with Employer’s policies from time to time in effect, including
sufficient detail to entitle Employer to income tax deductions for such paid
items, if such items are so deductible, provided,however, that (i)
the amount of such expense eligible for reimbursement in any taxable year shall
not affect the expenses eligible for reimbursement in another taxable year and
(ii) any reimbursements of such expenses shall be made no later than the end of
the calendar year following the calendar year in which the related expenses were
incurred.


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7.           NON-COMPETITION AND
NON-SOLICITATION.


(a)            For
as long as Employee shall remain employed by Employer and for (i) one year if
terminated by Employer for Cause or by Employee for any reason and (ii) if
terminated by Employer without Cause pursuant to Section 11(f) one year if
terminated during the Term (the “Non-Competition
Period”), Employee shall not, directly or indirectly, as principal,
agent, Employee, employer, consultant, independent contractor, stockholder,
partner or in any other individual capacity whatsoever (except as permitted
herein), engage in any Competitive Business Activities without the written
consent of Employer.  For purposes of this Agreement, “Competitive Business
Activity” means any business activities that are competitive with the
activities of Employer as of the date Employee ceases, for any reason, to be
employed by Employer or its affiliates.  The foregoing shall not
prevent Employee from owning for investment purposes up to 5% of the outstanding
securities of a publicly traded company engaged in a Competitive Business
Activity (provided that, in no
event shall Employee own more than 5% of the outstanding securities of a
publicly traded company engaged in a Competitive Business
Activity).




(b)           For
a period equal to the longer of (i) three (3) years after the Effective Date and
(ii) eighteen (18) months after Employee ceases, for any reason, to be employed
by Employer or its affiliates, Employee shall not (for his own benefit or for
the benefit of any person other than Employer and its affiliates) solicit, or
assist any person other than Employer to solicit, any officer, director,
Employee or Employee of Employer or any of their respective affiliates to leave
his or her employment.




(c)           During
the Non-Competition Period, Employee shall not, either himself, or for the
benefit of any other person, either as Employee, consultant, investor or in any
other capacity whatsoever, contact any Customer or Prospective Customer for the
purpose of selling any products or services that constitute a Competitive
Business Activity.  For purposes of this Agreement, “Customer” means any
Person who has purchased products or services from Employer and its affiliates
at any time within two (2) years prior to the date Employee ceases, for any
reason, to be employed by Employer or its affiliates and “Prospective Customer”
means any Person or entity who Employer and its affiliates solicited or had
plans to solicit for the provision of services during the six month period prior
to termination of Employee’s employment, for any reason.




(d)           Employee
has carefully read and considered the provisions of this Section 7, and,
having done so, agrees that (i) the restrictions set forth herein are
reasonable, in terms of scope, duration, geographic scope and otherwise, (ii)
Employer is in the process of expanding its operations and Employee will have
access to critical information regarding its operations and therefore the broad
scope of the restrictions relating to Employer’s business are necessary, (iii)
the protection afforded to Employer hereunder is necessary to protect its
legitimate business interests and is no greater than necessary to protect
Employer’s legitimate business interests, (iv) the agreement to observe such
restrictions forms a material part of the consideration for this Agreement and
Employee’s employment by Employer and (v) upon the termination of Employee’s
employment with Employer for any reason, she will be able to earn a livelihood
without violating the foregoing restrictions.  In the event that,
notwithstanding the foregoing, any of the provisions of this Section 7 shall be
held to be invalid or unenforceable, the remaining provisions thereof shall
nevertheless continue to be valid and enforceable as though the invalid or
unenforceable parts had not been included therein.  In the event that
any provision of this Section 7 relating to the time period and/or the areas of
restriction and/or related aspects shall be declared by a court of competent
jurisdiction to exceed the maximum restrictiveness such court deems reasonable
and enforceable, the time period and/or areas of restriction and/or related
aspects deemed reasonable and enforceable by the court shall become and
thereafter be the maximum restriction in such regard, and the restriction shall
remain enforceable to the fullest extent deemed reasonable by such
court.


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(e)           Employee
agrees that Employer’s remedies at law for any breach or threat of breach by his
of any of the provisions of this Section 7 will be inadequate and that Employer
shall be entitled to seek an injunction or injunctions to prevent breaches of
the provisions of this Section 7 and to enforce specifically the terms and
provisions thereof, in addition to any other remedy to which Employer may be
entitled at law or equity.  Employer agrees that the Employee’s
obligations under this Section 7 are contingent upon the Employer fulfilling its
obligations to make the payments required by Section 11, Section 12, and Section
13.




8.          TRADE
SECRETS.  Employee shall not use or disclose any of Employer’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
Employer.  After termination of Employee’s employment, Employee 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
Employer’s policies or is disclosed to Employee by a third party who is entitled
to receive and disclose such information.




9.           RETURN OF
DOCUMENTS AND PROPERTY.Upon the effective date
of notice of Employee’s or Employer’s election to terminate Employee’s
employment, or at any time upon the request of Employer, Employee (or her heirs
or personal representatives) shall deliver to Employer (a) all documents and
materials containing trade secrets or other confidential information relating to
Employer’s business and affairs, and (b) all documents, materials and other
property belonging to Employer, which in either case are in the possession or
under the control of Employee (or her heirs or personal
representatives).




10.         DISCOVERIES
AND WORKS.  All discoveries and works made or conceived by
Employee during his employment by Employer, jointly or with others, that relate
to Employer’s activities shall be owned by Employer.  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.  Employee shall (a)
promptly notify, make full disclosure to, and execute and deliver any documents
requested by, Employer to evidence or better assure title to such discoveries
and works in Employer, (b) assist Employer 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 Employer or
thereafter, all applications or other endorsements necessary or appropriate to
maintain patents and other rights for Employer and to protect its title
thereto.  Any discoveries and works which, within six months after the
termination of Employee’s employment by Employer, are made, disclosed, reduced
to a tangible or written form or description, or are reduced to practice by
Employer and which pertain to the business carried on or products or services
being sold or developed by Employer at the time of such termination shall, as
between Employee and Employer, be presumed to have been made during Employee’s
employment by Employer.  Set forth on Schedule 10 attached
hereto is a list of inventions, patented or unpatented, if any, including a
brief description thereof, which are owned by Employee, which Employee conceived
or made prior to her employment by Employer and which are excluded from this
Agreement.


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11.        TERMINATION OF
EMPLOYMENT.




(a)           Upon
thirty (30) days’ prior written notice, Employer may terminate Employee’s
employment, with or without “Cause,” as defined in Section 11(f)
below.  Upon thirty (30) days’ prior written notice, Employee may
terminate his employment, with or without “Good Reason,” as defined in Section
11(e) below.  Upon any termination of Employee’s employment (the
“Date of
Termination”) for any reason, Employer shall:




(i)
            pay
      to Employee any unpaid Base Salary through the Date of
      Termination;




(ii)
            provide
      to or for the benefit of Employee the benefits, if any, otherwise
      expressly provided under this Section 11, Section 12 or Section 13, as
      applicable.




Any
payments under this Section 11, Section 12 or Section 13 that are to be made in
connection with the termination of Employee’s employment are subject to the
provisions of Section 20 and 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 Employee’s termination of employment; provided, however, that if such
ten-day period begins in one calendar year and ends in another, Employee may not
choose in which taxable year such payment will be made. 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 Employer terminates Employee’s employment without Cause or Employee
terminates his employment for Good Reason, then, in addition to the benefits
provided for under Sections 11(a)(i) and 11(a)(ii) and subject to the provisions
of Sections 13 and 20, Employer shall pay to Employee (i) a severance benefit in
an amount equal to eleven  months of Employee’s then applicable Base
Salary if such termination should occur within the first twelve months of the
Term or a severance benefit in an amount equal to eight months of Employee’s
then applicable Base Salary if such termination should occur after the first
twelve months of the Term. Such severance benefit will be payable in eleven
equal monthly installments for a period of eleven (11) months following the
termination of employment if the termination occurs in the first twelve months
of the Term or such severance benefit will be payable in eight equal monthly
installments for a period of eight (8) months following the termination of
employment if the termination occurs after the first twelve months of the Term.
In addition, all stock options and other equity-based compensation arrangements
shall be terminated and all vested stock options shall be exercisable in
accordance with the applicable award agreement.


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(c)           In
the event Employer terminates Employee’s employment for Cause, then, in addition
to the benefits provided for under Sections 11(a)(i) and 11(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 Employee terminates his employment without Good Reason, then, in
addition to the benefits provided for under Sections 11(a)(i) and 11(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, Employee 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 Employee, by Employer for Cause, or under the
circumstances described in Section 13 hereof), (i) the responsibilities of
Employee are substantially reduced or altered, (ii) Employee’s Base Salary is
reduced without his consent, or (iii) Employee’s offices are relocated anywhere
other than within a fifty (50) mile radius of his office in McLean, Virginia;
provided,
however, that if Employee terminates this Agreement for one or more of
the reasons stated in clauses (i) or (ii), Employer shall have a period of
thirty (30) business days after actual receipt written notice of Employee’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, Employer shall have “Cause” to terminate
Employee’s employment hereunder upon (i) the continued, willful and deliberate
failure of Employee to perform his duties in a manner substantially consistent
with the manner prescribed by the Chief Operating Officer or Chief Executive
Officer (other than any such failure resulting from his incapacity due to
physical or mental illness), (ii) the engaging by Employee in misconduct
materially and demonstrably injurious to Employer, (iii) the conviction of
Employee of commission of a felony, whether or not such felony was committed in
connection with Employer’s business, or (iv) the circumstances described in
Section 13 hereof, in which case the provisions of Section 13 shall govern the
rights and obligations of the parties; provided, however,
that if Employer terminates this Agreement for one or more of the reasons stated
in clauses (i) or (ii), Employee shall have a period of thirty (30) business
days after actual receipt written notice of Employer’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, Employee shall not be entitled to receive any
payment under Section 11 or 12 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.


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12.         CHANGE IN
CONTROL.




(a)         All
unvested restricted stock, stock options and any other equity-based compensation
arrangements theretofore granted to Employee shall vest in full on the date of a
“Change in Control” (as defined in Section 12(c) below), although no
acceleration of payment may be made, except in conformance with Section
409A.




(b)         In
the event that Employer terminates Employee’s employment with Employer without
Cause within twelve months after a “Change in Control” (as defined in Section
12(c) below), or if Employee terminates his employment with Employer for Good
Reason (in accordance with Sections 11(e) and 11(f) above) within twelve months
after a Change in Control, then, in addition to the benefits provided for under
Sections 11(a)(i) and 11(a)(ii), Employer shall pay to Employee a severance
benefit in an amount equal to one year Base Salary. Such severance benefit will
be payable in twelve equal monthly installments for a period of twelve (12)
months following the 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 Employer) of any voting securities
      of Employer (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 Employer, 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 Employer’s then outstanding Voting
      Securities; or




(ii)
            the
      consummation of (A) a merger, consolidation or reorganization involving
      Employer, unless the company resulting from such merger, consolidation or
      reorganization (the “Surviving
      Corporation”) shall adopt or assume this Agreement and the
      stockholders of Employer 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 Employer, or (C) a sale or transfer of all or substantially all of the
      assets of Employer.


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13.         DISABILITY;
DEATH.




(a)           If,
prior to the expiration or termination of the Employment Term, Employee shall be
unable to perform his duties by reason of disability or impairment of health for
at least six consecutive calendar months, Employer shall have the right to
terminate Employee’s employment on account of disability by giving written
notice to Employee 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 Employee is disabled within the meaning of this Section
13(a), either party may from time to time request a medical examination of
Employee by a doctor selected by Employer, and the written medical opinion of
such doctor shall be conclusive and binding upon the parties as to whether
Employee has become disabled and the date when such disability
arose.  The cost of any such medical examination shall be borne by
Employer.  If Employer terminates Employee’s employment on account of
disability, then, in addition to the benefits provided for under Sections
11(a)(i) and 11(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 Term, Employee shall
die, then, in addition to the benefits provided for under Sections 11(a)(i) and
11(a)(ii), the Employment Term 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 13 shall impair or otherwise affect any rights and
interests of Employee under any insurance arrangements, death benefit plan or
other compensation plan or arrangement of Employer which may be adopted by the
Board.




14.         LAW
APPLICABLE.  This Agreement shall be governed by and construed
pursuant to the laws of the Commonwealth of Virginia, without giving effect to
conflicts of laws principles.




15.         NOTICES.  Any
notices required or permitted to be given pursuant to this Agreement shall be
sufficient, if in writing and sent by certified or registered mail, return
receipt requested, to the residence, listed on the signature page of this
Agreement, in the case of Employee, and to 7925 Jones Branch Drive, McLean,
Virginia 22102, Attention: Chief Executive Officer, in the case of
Employer.




16.         ASSIGNMENT,
ETC.  This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective legal representatives,
heirs, assignees and/or successors in interest of any kind whatsoever; provided, however, that
Employee acknowledges and agrees that he cannot assign or delegate any of his
rights, duties, responsibilities or obligations hereunder to any other person or
entity.  Employer may assign its rights under this Agreement to any
affiliate of Employer or to any entity upon any sale of all or substantially all
of the assets of Employer, or upon any merger or consolidation of Employer with
or into any other entity, provided that such
assignment shall not relieve Employer of its obligations hereunder without the
written consent of Employee.


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17.           ENTIRE
AGREEMENT; MODIFICATIONS.  This Agreement constitutes the
entire final agreement between the parties with respect to, and supersedes any
and all prior agreements between the parties hereto both oral and written
concerning, the subject matter hereof and may not be amended, modified or
terminated except by a writing duly signed by the parties hereto.




18.           SEVERABILITY.  If
any provision of this Agreement shall be held to be invalid or unenforceable,
and is not reformed by a court of competent jurisdiction, such invalidity or
unenforceability shall attach only to such provision and shall not in any way
affect or render invalid or unenforceable any other provision of this Agreement,
and this Agreement shall be carried out as if such invalid or unenforceable
provision were not contained herein.




19.           NO
WAIVER.  A waiver of any breach or violation of any term,
provision or covenant contained herein shall not be deemed a continuing waiver
or a waiver of any future or past breach or violation.  No oral waiver
shall be binding.  The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement.




20.           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 the
timing (but not the amount) of any payment hereunder to the extent necessary to
comply with Section 409A and avoid application of any taxes, penalties or
interest thereunder.  Consequently, notwithstanding any provision of
this Agreement to the contrary, if Employee is a “specified employee” as defined
in Section 409A, Employee shall not be entitled to any payments upon Date of
Termination until the earlier of (i) the date which is six (6) months after Date
of Termination for any reason other than death, or (ii) the date of Employee’s
death.  Any amounts otherwise payable to Employee following Date of
Termination that are not so paid by reason of this Section 20 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 Employee’s death).  The
provisions of this Section 20 shall only apply if, and to the extent, required
to comply with Section 409A in a manner such that Employee is not subject to
additional taxes and/or penalties under Section 409A.




21.           COUNTERPARTS.  This
Agreement may be executed in counterparts, each of which shall be an original,
but all of which together shall constitute one and the same instrument, and it
shall not be necessary in making proof of this agreement to account for all such
counterparts.


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IN WITNESS WHEREOF, the
undersigned have hereunto set their hands to this Agreement on the day and year
first above written.




ATS
      CORPORATIONBy:
              /s/ Edward H. BersoffName:
      Edward H. BersoffTitle:
      Chief Executive OfficerEMPLOYEE/s/ John HassounName:
      John Hassoun


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Schedule
10





Inventions
Owned by Employee





[None.]


11


Exhibit
A




Form
of General Release





GENERAL
RELEASE




I, John
Hassoun, in consideration of and subject to the performance by ATS Corporation,
a Delaware corporation (the “Company”), hereby
give this GENERAL RELEASE (the “Release”) in exchange
for the payments and benefits to be provided to me under that certain Employment
Agreement dated September 2, 2010, between the Company and me (the “Employment
Agreement”).




1.          I
hereby acknowledge and agree that the payments and benefits provided under the
Employment Agreement represent substantial consideration over and above that to
which I would otherwise be entitled and that I am voluntarily executing this
Release so as to be eligible to receive such benefits.




2.          For
myself and my personal representatives, I hereby release, forever discharge,
indemnify and hold harmless the Company and its affiliates, and the officers,
directors, shareholders, owners, Employees and agents of the Company and its
affiliates in their capacity as such (collectively, the “Released Parties”),
from any and all causes of action, suits, debts, agreements, promises, damages,
judgments, claims, demands, obligations and liabilities of any kind of nature
whatsoever, whether known or unknown, liquidated or unliquidated, which I or my
heirs or personal representatives ever had, now have or hereafter can, shall or
may have against any of the Released Parties, for, upon, or by reason of any
act, omission, occurrence, cause or thing whatsoever prior to the date
hereof.  I agree not to sue any of the Released Parties in any court
or bring any other kind of legal proceeding against any of the Released Parties
regarding any of the matters as to which I have released the Released Parties
under this Release.




The
foregoing release is a general release that includes, but is not limited to, a
release of any claim I may have under the Age Discrimination in Employment Act,
which prohibits age discrimination in employment; Title VII of the Civil Rights
Act of 1964, which prohibits discrimination in employment based on race, color,
national origin, religion or sex; the Equal Pay Act which prohibits paying men
and women unequal pay for equal work; and any other federal, state or local law
or regulation or under common law.




3.      
     I represent and warrant that:




(a)           I
have returned all property of the Company or any affiliate or subsidiary thereof
in my possession, including keys, property access devices, and credit cards and
any confidential or proprietary information regarding the Company and its
affiliates in tangible form.




(b)           In
executing this Release, I have not relied upon, and I do not rely upon, any
representation or statement made to me by the Company or any of its affiliates
or any of their agents or representatives, other than any statements expressly
contained herein.




4.           I
agree that if any provision of this Release is adjudicated to be invalid or
unenforceable, or if compliance with any provision of this Release is restrained
pending a final determination as to its legality, such deletion or restraint
shall apply only to the operation of the provision or provisions deemed invalid,
unenforceable, or restrained, and to the extent any provision of this Release is
deemed invalid, unenforceable, or restrained, the remaining provisions will be
valid and enforceable to the fullest extent possible.


Page 1 of
3




5.           I
agree that in the event that I receive any or all of the payments and benefits
under the Employment Agreement and then I subsequently revoke this Release or
breach any provision hereof, I shall promptly pay to the Company the amount of
such payments and benefits I received and in no event later than five (5) days
after such revocation or breach.




6.           I
agree that in the event of any breach or threatened breach of this Release by
me, the Company shall be entitled to specific performance and injunctive relief
(i.e., a court order)
as a remedy for any such breach or threatened breach hereof without necessity of
posting bond or other security, the requirement for which is expressly
waived.  Such remedy shall not be deemed to be the exclusive remedy
for any breach of this Release but shall be in addition to all other remedies
available to the Company at law or in equity.




7.           I
agree that this Release shall also be binding upon my spouse, dependents,
children, heirs, successors and assigns and their legal representatives and
shall inure to the benefit of and shall release the Company and its successors
and assigns.




8.           I
acknowledge and hereby state that (i) I enter into this Release voluntarily
without duress or undue influence; (ii) I have read and understand the terms and
conditions of this Release; and (iii) I have had a reasonable opportunity to
review this Release.  Furthermore, I understand that I may revoke this
Release within seven days of signing it by delivering a written revocation to
the Chief Executive Officer of the Company.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


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NOTICE




YOU
SHOULD THOROUGHLY REVIEW AND UNDERSTAND THE TERMS, CONDITIONS AND EFFECT OF THIS
GENERAL RELEASE.  YOU HAVE THE RIGHT TO CONSIDER IT FOR TWENTY-ONE
(21) DAYS BEFORE SIGNING IT.  ALSO, YOU HAVE THE RIGHT TO CONSULT WITH
AN ATTORNEY BEFORE YOU SIGN THIS GENERAL RELEASE.  YOU HAVE SEVEN (7)
CALENDAR DAYS AFTER SIGNING THIS GENERAL RELEASE TO REVOKE YOUR
SIGNATURE.  IF YOU CHOOSE TO REVOKE THIS GENERAL RELEASE, IT WILL NOT
BE BINDING ON YOU, BUT YOU WILL NOT BE ENTITLED TO PAYMENTS OR BENEFITS UNDER
THE TERMS OF THE EMPLOYMENT AGREEMENT.  IN ADDITION, IF YOU BREACH ANY
PROVISION OF THIS RELEASE, YOU WILL NOT BE ENTITLED TO PAYMENTS OR BENEFITS
UNDER THE EMPLOYMENT AGREEMENT.  MOREOVER, IF YOU RECEIVE ANY PAYMENTS
OR BENEFITS UNDER THE TERMS OF THE EMPLOYMENT AGREEMENT AND SUBSEQUENTLY REVOKE
THIS GENERAL RELEASE OR BREACH ANY PROVISION HEREOF, YOU MUST REMIT SUCH
PAYMENTS OR BENEFITS TO THE COMPANY IMMEDIATELY.




Presented:
____________, 2010.




I, John
Hassoun, hereby accept and agree to all the provisions of this
Release.




Date:Employees’
      SignatureJohn
      HassounDate:Witness’
      SignaturePrinted
      Name of Witness


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