Exhibit 10.24

ATS CORPORATION  RESTRICTED SHARE AGREEMENT

This Restricted Share Agreement (this "Agreement") is by and between ATS Corporation, a Delaware corporation (the
"Corporation"), and Pamela Little (the "Participant"), an employee of the Corporation or one or more of
its subsidiaries, and is effective as of December 17, 2007 (the "Effective Date").

1.Award of Restricted Shares.Subject to the provisions of the ATS Corporation 2006 Omnibus Incentive
Compensation Plan (the "Plan") and this Agreement, the Corporation hereby grants to the Participant 60,000 shares (the
"Award") of the Corporation's common stock, par value $0.0001 per share (the "Common Stock"), to which
the restrictions referred to in Section 2 (the "Vesting Conditions") attach (the "Restricted
Shares").

2.Vesting Conditions.



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3.Rights During Vesting Period.The Participant generally does not have the rights and privileges of a
stockholder as to the Restricted Shares to be distributed until he has become the holder of such Restricted Shares. Further, notwithstanding any other provision hereof, the following restrictions
shall apply to shares of Restricted Shares prior to satisfaction of the Vesting Conditions as to those shares: (a) the Participant shall not be entitled to delivery of a certificate for the
Restricted Shares until the satisfaction of the Vesting Conditions; (b) none of the Restricted Shares may be sold, assigned, transferred (except by will or the laws of descent and
distribution), pledged or otherwise encumbered prior to satisfaction of the Vesting Conditions; and (c) except as otherwise expressly provided herein and in the Plan, the Participant shall
forfeit and immediately transfer back to the Corporation without payment all of the Restricted Shares, and all rights of the Participant to such Restricted Shares shall terminate without further
obligation on the part of the Corporation, if and when the Participant ceases to be an employee of the Corporation prior to the satisfaction of the Vesting Conditions. As a condition of the Award, the
Corporation may require the Participant to deliver to the Corporation a
duly signed stock power, endorsed in blank, with respect to the shares of Common Stock subject to the Award.

4.Satisfaction of Vesting Conditions.Upon the satisfaction of the Vesting Conditions as to particular shares
of Restricted Shares, the restrictions on the applicable number of shares of Restricted Shares shall terminate and a stock certificate for such number of shares of Common Stock shall be delivered,
free and clear of all such restrictions, to the Participant or, subject to Section 5, the Participant's beneficiary or estate, as the case may be, subject to the provisions of Sections 7 and
8(e). The Corporation shall not be required to deliver any fractional share of Common Stock, but will pay, in lieu thereof, the fair market value of such fractional share to the Participant or the
Participant's beneficiary or estate, as the case may be. The Corporation shall pay any original issue tax that may be due upon the issuance of the Restricted Shares and all other costs incurred by the
Corporation in issuing such shares of Common Stock.

5.Nontransferability of Restricted Shares.The Restricted Shares are not transferable by the Participant prior
to the satisfaction of the Vesting Conditions except by will or the laws of descent and distribution. Without limiting the generality of the foregoing, prior to the expiration of the Vesting
Conditions, the Award and Restricted Shares may not be assigned, alienated, pledged, attached, sold or otherwise transferred except as aforesaid, or encumbered.

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Any
attempted assignment, alienation, pledge, attachment, sale, transfer or other encumbrance or disposition of the Restricted Shares contrary to the provisions hereof, or the levy of any execution,
attachment or similar process upon the Restricted Shares, shall be null and void and without effect.

6.Adjustments for Changes in Capitalization and Similar Events.The committee of the Corporation designated by
the Board of Directors to administer the Plan (the "Committee") has the discretion to make an adjustment to the Restricted Shares in the event the
Corporation engages in a dividend or other distribution (whether in the form of cash, shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares or other securities of the Corporation, issuance of warrants or other rights to
purchase shares or other securities of the Corporation, or other similar transactions. If such an adjustment is deemed appropriate or desirable by the Committee, then it may adjust any or all of the
terms of this Agreement, including (i) the number of Restricted Shares or other securities of the Corporation (or number and kind of other securities or property) subject to this Agreement; or
(ii) make provision for a cash payment to the Participant in consideration for the cancellation of such Award.

7.Miscellaneous.



subject
to the right of either party, by written notice hereunder, to designate at any time hereafter some other address.



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[Signature
Page Follows]

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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.

| |  | ATS CORPORATION               
| |  | ------------------------------
| |  | By:                           
| |  | Name:                         
| |  | Title:                        
| |  | PARTICIPANT:                  
| |  | /s/ Pamela LittlePamela Little
| |  | Address for Notices:          

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