Exhibit 10.5


ATS
CORPORATION


RESTRICTED
SHARE AGREEMENT


This
Restricted Share Agreement (this “Agreement”) is by and between ATS
Corporation, a Delaware corporation (the “Corporation”), and Joseph A.
Saponaro (the “Participant”), a director of the Corporation or one or
more of its subsidiaries, and is effective as of March 29, 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 32,877 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.


(a)           Vesting Schedule.  The Restricted Shares shall be initially
unvested (the unvested shares of Restricted Shares are referred to in this
Agreement as the “Unvested Shares”) and shall vest, if at all, as
provided in this Section 2 over the period ending March 29, 2012 (the “Vesting
Period”).   Except as otherwise
provided in Section 2(c) below, twenty percent (20%) of the Restricted Shares
shall vest upon each anniversary of the Effective Date, provided that
the Participant is serving as a director of the Corporation on such date (each,
a “Vesting Date”).


(b)           Rounding.  The number of shares of Restricted Shares
vesting as of a particular Vesting Date shall be rounded down to the nearest
whole share; provided, however, that all remaining Unvested
Shares shall vest completely on the final Vesting Date.


(c)           Other Vesting.  Notwithstanding anything to the contrary
contained in this Section 2, all of the Restricted Shares shall vest (i) as
provided in Section 6(b) of the Employment Agreement of even date herewith
between the Corporation and the Participant and (ii) immediately upon a “Change
of Control,” as defined below, at any time prior to the satisfaction of the
Vesting Conditions. For purposes of this Agreement, a “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 (1) 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, (2)
a complete liquidation or dissolution of the Corporation, or (3) a sale or
transfer of all or substantially all of the assets of the Corporation.


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.  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.



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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.             Compliance
with Securities Laws; Legend on Share Certificates.


(a)           As of the Effective Date, the
Restricted Shares have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or under any applicable state securities
laws (the Securities Act and such state laws being hereinafter sometimes
referred to as the “Securities Laws”). 
Although the Corporation intends to register such Restricted Shares,
until it does so, the Restricted Shares shall not be transferrable except
pursuant to the provisions of the Securities Laws.  The Participant represents that the
Participant (i) is acquiring the Restricted Shares for the Participant’s
own account and not with a view to reselling, splitting, sharing or otherwise
participating in a distribution thereof in violation of any Securities Laws,
(ii) understands that the effect of such representation is that the
Restricted Shares must be held indefinitely unless subsequently registered
under the Securities Laws or an exemption from such registration is available
at the time of any proposed sale or other transfer thereof,
(iii) understands that the Corporation is under no obligation to register
the Restricted Shares for resale, and (iv) is fully familiar with the
circumstances under which the Participant is required to hold the Restricted
Shares and the limitations upon transfer or other disposition thereof.


(b)           The Participant agrees that, until
the Restricted Shares have been registered under the Securities Laws, each
certificate for the Restricted Shares shall be stamped or otherwise imprinted
with legends in substantially the following forms:


(i)            The shares represented hereby have
not been registered under the Securities Act of 1933, as amended (the “Act”),
or under the state securities or blue sky laws of any state.  Such shares may not be sold or transferred
except pursuant to an effective registration statement under the Act or an
opinion of counsel satisfactory to the Corporation that such registration is
not required.



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(ii)           The sale or other transfer of the
shares represented hereby is subject to certain restrictions contained in a
certain Restricted Share Agreement by and between the registered owner and ATS
Corporation, as the same may be amended from time to time, to which reference
is hereby made for a full statement of provisions thereof.  A copy of said Agreement will be furnished to
any stockholder on request and writing in without charge.


(c)           The Corporation shall notify the
Participant upon completion of the registration of the Restricted Shares under
the Securities Laws, at which point the restrictions pursuant to Section 7(a)
and the restrictive legends of Section 7(b) of this Agreement are no longer
applicable.


8.             Miscellaneous.


(a)           Notices.  Any notice hereunder shall be in writing, and
delivered or sent by first-class U.S. mail, postage prepaid, addressed to:


(i)                                     if
to the Corporation, at:


ATS Corporation


7915 Jones Branch Drive


McLean, VA 22102


Attn:  Chief Financial Officer


(ii)                                  if
to the Participant, at the address shown on the signature page hereof,


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


(b)           Compliance with Law and
Regulations.  The Restricted Shares
shall be subject to all applicable Federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency as may
be required. Notwithstanding any other provision of this Agreement, the
restrictions on the Restricted Shares shall not terminate or expire if such
termination or expiration would be contrary to applicable law.


(c)           No Employment Rights.  Nothing in the Plan, this Agreement or the
Award shall confer upon the Participant any rights to continued employment with
the Corporation or shall interfere with the right of the Corporation to
terminate the Participant’s employment with the Corporation.



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(d)           Section 83(b) Election.  If the Participant elects, in accordance with
Section 83(b) of the Internal Revenue Code of 1986, as amended from time to
time, or subsequent comparable statute (the “Code”), to recognize
ordinary income in the year in which the Restricted Shares are awarded, the
Participant shall furnish to the Corporation a copy of a completed and signed
election form and shall pay (or make arrangements satisfactory to the
Corporation to pay) to the Corporation, within thirty (30) days after the
Effective Date, any Federal, state and local taxes required to be withheld with
respect to the Award.


(e)           Withholding.  Prior to the expiration of the Vesting Period
as to particular shares of Restricted Shares, the Participant shall make
arrangements with the Corporation to pay or otherwise satisfy any Federal,
state and local tax withholding requirements with respect to such shares.  The Corporation shall, to the extent
permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Participant any Federal, state and local taxes required by
law to be withheld or collected with respect to the Award.


(f)            Corporation’s Rights.  The existence of the Restricted Shares shall
not affect in any way the right or power of the Corporation or its stockholders
to make or authorize any or all adjustments, recapitalizations, reorganizations
or other changes in the Corporation’s capital structure or its business, or any
merger or consolidation of the Corporation, or any issue of bonds, debentures,
preferred or other stocks with preference ahead of or convertible into, or
otherwise affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of the Corporation, or any sale or transfer of all or any part
of the Corporation’s assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.


(g)           Employment by Affiliates.  For the purpose of this Agreement, employment
by a parent or subsidiary of, or a successor to, the Corporation shall be
considered employment by the Corporation. 
“Parent” and “subsidiary” as used herein shall have the
meaning of “parent” and “subsidiary corporation,” respectively,
as defined in Section 424 of the Code.


(h)           Plan Governs.  The Participant hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by its terms, all of which are
incorporated herein by reference.  The
Plan shall govern in the event of any conflict between this Agreement and the
Plan.


(i)            Choice of Law.  This Agreement shall be construed in
accordance with and be governed by the laws of the State of Delaware.


(j)            Entire
Agreement.  This Agreement contains
the entire agreement between the parties with respect to the Restricted Shares
granted hereunder.  Any oral or written
agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement with respect to
the Restricted Shares granted hereunder shall be void and ineffective for all
purposes.  The foregoing sentence is not
intended to apply to, void or in any way affect the employment and related
agreements by and between the Corporation and the Participant or the terms,
conditions, rights and obligations of the parties thereto.


(k)           Amendment.  This Agreement may be amended from time to
time by the written mutual consent of the parties hereto.



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(l)            Successors
and Assigns.  The provisions of this
Agreement shall inure to the benefit of, and be binding upon, the Corporation
and its successors and assigns and be binding upon the Participant and the
Participant’s legal representatives, heirs, legatees, distributees, assigns and
transferees by operation of law, whether or not any such person has become a
party to this Agreement or has agreed in writing to join herein and to be bound
by the terms, conditions and restrictions hereof.


(m)          Impact
on Other Benefits.  The value of the
Restricted Shares (either on the date hereof or at the time the Restricted
Shares vest) shall not be includable as compensation or earnings for purposes
of any benefit plan offered by the Corporation.


(n)           Headings.  The headings in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


(o)           Counterparts.  This Agreement may be executed in two
counterparts each of which shall constitute one and the same instrument.


[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:

  	
   

  	
  /s/ Dr. Edward H. Bersoff

  
	
   

  	
   

  	
  Name:

  	
   

  	
  Dr. Edward H. Bersoff

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PARTICIPANT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Joseph A. Saponaro

  
	
   

  	
   

  	
  Joseph A. Saponaro

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


 


 



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