Exhibit
10.1




EMPLOYMENT
AGREEMENT




THIS EMPLOYMENT AGREEMENT
(“Agreement”),
dated as of March 1, 2010 to be effective April 5, 2010 (the “Effective Date”), by
and between ATS Corporation, a Delaware corporation (hereinafter referred to as
“Employer”),
and Sidney E. Fuchs, an individual (hereinafter referred to as “Executive”) residing
at the address set forth on the signature page hereof.




WITNESSETH:




WHEREAS, Employer desires to
engage or employ Executive 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 Executive
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 Executive to serve in the position of Executive Vice President
and Chief Operating Officer, and Executive 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 Executive’s employment hereunder (the “Employment Term”) (i)
shall begin on the Effective Date and, unless earlier terminated as set forth in
Section 11 hereof, shall continue through April 4, 2013 (the “Initial Term”) and
(ii) after the end of the Initial Term, shall renew automatically, on the terms
then in effect, for successive one (1)-year terms (each, a “Renewal Term”),
subject to the right of either party to terminate this Agreement upon thirty
(30) days’ prior written notice to the other party.  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.           EXECUTIVE’S
REPRESENTATIONS AND WARRANTIES.  Executive 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.


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4.           DUTIES
AND EXTENT OF SERVICES.




(a)           Duties.  During
the Employment Term, Executive shall serve in the position of Executive Vice
President and Chief Operating Officer 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, Executive
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, Executive 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 (it being understood that Employer has agreed that Executive
may continue to serve on up to two existing corporate
boards).  Executive 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
Executive a base salary of Three Hundred Seventy-Five Thousand Dollars
($375,000) per annum, as increased from time to time with the approval of the
Compensation Committee (“Base
Compensation”).  The Base Compensation shall be payable in
installments in accordance with Employer’s normal payroll practices for
compensating its Executives 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, Executive shall become eligible to receive annual increases
consistent with Employer’s practices with respect to annual salary increases
given to other Executives of Employer with responsibilities, titles and
performance comparable to those of Executive.




(b)           Incentive Compensation.  Beginning immediately but on a pro rata basis for calendar
year 2010, Executive shall be entitled to performance-based incentive
compensation (“Incentive
Compensation”) in an amount up to 75% of the 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 Executive and the Compensation Committee from time to
time.  All payments of Incentive Compensation will be made on or
before March 15th of the
year following the calendar year to which the Incentive Compensation
relates.




(c)           Additional Stock
Compensation.  On his first day of employment, Executive will
be awarded restricted stock and incentive stock options as
follows:  60,000 shares of restricted stock vesting over a three-year
period (with an annual vesting schedule of 10,000, 15,000 and 35,000 shares
beginning April 1, 2011); and 40,000 incentive stock options vesting over a
four-year period commencing April 1, 2011 (with an annual vesting schedule of
5,000, 5,000, 10,000, and 20,000 shares).


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(d)           Sign-On
Bonus.  As an inducement to join the Company, Executive shall
be entitled to a sign-on bonus of $50,000.  Promptly after the
Effective Date Executive shall be paid $25,000 (subject to payroll deductions
and tax withholdings in accordance with Employer’s usual practices and as
required by law) and on the six-month anniversary of employment, if still
employed by the Company, Executive shall be paid the balance (also subject to
payroll deductions and tax withholdings in accordance with Employer’s usual
practices and as required by law).




6.           FRINGE
BENEFITS AND EXPENSES.




(a)           Fringe
Benefits.  Executive shall be entitled to such fringe benefits
as are generally made available by Employer to executive personnel, including,
but not limited to, health insurance and paid time off at the Executive’s
discretion consistent with the performance of his responsibilities.




(b)           Expenses.  Employer
shall reimburse Executive 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 Executive shall remain employed by Employer and, provided that
Executive’s employment is not terminated by either Executive or Employer on or
before the six month anniversary of the Effective Date (in which case this
Section 7 shall apply only to the extent provided in Section 11(a)), during the
following periods: (i) twelve months if Executive’s employment is terminated by
Employer for Cause or by Employee other than for Good Reason pursuant to Section
11, (ii) twelve months following termination of Executive’s employment if
terminated by Executive for Good Reason pursuant to Section 11, and (iii)
eighteen months following termination of Executive’s employment if terminated by
Employer without Cause (the applicable period, the “Non-Competition
Period”), Executive shall not, directly or indirectly, as principal,
agent, executive, 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, which shall not unreasonably be withheld.  For
purposes of this Agreement, “Competitive Business
Activity” means providing, or soliciting the opportunity to provide,
products or services that are directly competitive with the activities of
Employer provided, on the date of termination of Executive’s employment or
during the six months prior thereto, to Customers or Prospective
Customers.  “Customers” means
specific customer personnel, programs or contracts or commercial customers that
are direct or indirect (through teaming, subcontracting or other similar
vehicles) customers of Employer on the date of termination of Executive’s
employment or during the six months prior thereto. “Prospective Customer”
means any specific customer personnel, programs or contracts or commercial
customers as to which Executive has knowledge based on his employment with
Employer and that Employer is soliciting or has actively solicited (or had
targeted for solicitation) to become a Customer as of the date of termination of
Executive’s employment or during the six months prior thereto.  The
foregoing shall not prevent Executive from (i) being engaged in providing
products or services that are not competitive with those provided by Employer on
the date of termination of Executive’s employment or during the six months prior
thereto to Customers or Prospective Customers, (ii) being engaged in providing
products or services that are competitive with those provided by Employer on the
date of termination of Executive’s employment or during the six months prior
thereto to parties that would not reasonably be regarded as Customers or
Prospective Customers, or (iii) 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 Executive 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) five (5) years after the Effective Date and
(ii) two (2) years after Executive ceases, for any reason, to be employed by
Employer or its affiliates, Executive shall not (for his own benefit or for the
benefit of any party other than Employer and its affiliates), solicit, or assist
any party other than Employer to solicit, any officer, director, executive or
Executive of Employer or any of their respective affiliates to leave his or her
employment.




(c)           Executive
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 Executive 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 such
interests, (iv) the agreement to observe such restrictions forms a material part
of the consideration for this Agreement and Executive’s employment by Employer
and (v) upon the termination of Executive’s employment with Employer for any
reason, he 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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(d)           Executive
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 Employer fulfilling its
obligations to make the payments required by Section 11, Section 12, and Section
13.




8.           TRADE
SECRETS.  Executive 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 Executive’s employment, 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 Employer’s policies or is disclosed to Executive 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 Executive’s or Employer’s election to terminate Executive’s
employment, or at any time upon the request of Employer, Executive (or his 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 Executive (or his heirs or personal
representatives).




10.         DISCOVERIES
AND WORKS.  All discoveries and works made or conceived by
Executive 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.  Executive 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 Executive’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 Executive and Employer, be presumed to have been made during Executive’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 Executive, which Executive
conceived or made prior to his employment by Employer and which are excluded
from this Agreement.


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11.         TERMINATION OF
EMPLOYMENT.




(a)           During
the first six (6) months of Executive’s employment, either  Executive
or Employer may terminate this Agreement for any reason.  In such case
Executive will be paid six months of Executive’s Base Compensation as severance
in accordance with the provisions in this Section 11, Section 12 or Section 13,
as applicable.  Such payments will be made on the normal pay dates as
established by Employer for all of its employees.




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




(i)
            pay
      to Executive any unpaid Base Compensation through the Date of
      Termination;




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




Any
payments of unpaid Base Compensation that are to be made pursuant to Section
11(b)(i) in connection with the termination of Executive’s employment are
subject to the provisions of Section 20 and shall 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 after Executive’s termination of
employment; provided, however, that if such
ten-day period beings in one calendar year and ends in another, Executive may
not choose in which taxable year such payment will be paid.  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.




(c)           In
the event Employer terminates Executive’s employment without Cause or Executive
terminates his employment for Good Reason, in either case after the six month
anniversary of the Effective Date, then, in addition to the benefits provided
for under Sections 11(b)(i) and 11(b)(ii) and Executive’s eligibility to
continue to participate in health and other insurance programs during the period
of eighteen (18) months following the termination of employment, and subject to
the provisions of Sections 13 and 20, Employer shall pay to Executive a
severance benefit in an amount equal to 18 months of Executive’s then applicable
Base Compensation.  Such severance benefit will be payable as
follows:  (1) an amount equal to six (6) months of Executive’s Base
Compensation will be paid on the day that is six months and one day after
Executive’s termination of employment, and (2) the remaining twelve (12) months
of Executive’s Base Compensation shall be paid to Executive in twelve (12)
monthly installments, commencing on the date that is seven (7) months after
Executive’s termination of employment and ending on the date that is eighteen
(18) months after Executive’s termination of employment.  All such
payments will be subject to all applicable withholding
requirements.  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.


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(d)           In
the event Employer terminates Executive’s employment for Cause, then, in
addition to the benefits provided for under Sections 11(b)(i) and 11(b)(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)           In
the event Executive terminates his employment without Good Reason, then, in
addition to the benefits provided for under Sections 11(b)(i) and 11(b)(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.




(f)           For
purposes of this Agreement, 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 Employer for Cause, or under the
circumstances described in Section 13 hereof), (i) the responsibilities of
Executive are substantially reduced or altered, (ii) Executive’s Base
Compensation and/or target incentive compensation percentage as outlined in
Section 5(b) is reduced without his consent, (iii) Employer materially breaches
the terms of this Agreement, (iv) Employer directs Executive to undertake any
action that Executive reasonably believes is unethical or illegal, or (v)
Executive’s offices are relocated anywhere other than within a fifty (50) mile
radius of his office in McLean, Virginia; provided, however,
that if Executive terminates this Agreement for one or more of the reasons
stated in clauses (i), (ii), (iii) or (iv), Employer shall have a period of
thirty (30) business days after actual receipt of written notice of 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.




(g)           For
purposes of this Agreement, Employer shall have “Cause” to terminate
Executive’s employment hereunder upon (i) the continued, willful and deliberate
failure of Executive to perform his duties in a manner substantially consistent
with the manner prescribed by the Chief Executive Officer (other than any such
failure resulting from his incapacity due to physical or mental illness), (ii)
the engaging by Executive in misconduct materially and demonstrably injurious to
Employer, (iii) the conviction of Executive 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 clause (i) or (ii), Executive 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.


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(h)           Notwithstanding
any other provision hereof, Executive 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.




(i)           Notwithstanding
any other provision hereof, Executive shall not be entitled to receive any
payment under Section 11 or 12 of this Agreement unless Executive first executes
and delivers to Employer a general release in the form attached as Exhibit
A.




12.         CHANGE IN
CONTROL.




(a)           All
unvested restricted stock, stock options and any other equity-based compensation
arrangements theretofore granted to Executive shall vest in full on the date of
a “Change in Control” (as defined in Section 12(c) below).




(b)           In
the event that Employer terminates Executive’s employment with Employer without
Cause after a “Change in Control” (as defined in Section 12(c) below), or if
Executive terminates his employment with Employer for Good Reason (in accordance
with Sections 11(f) and 11(g) above) after a Change in Control, then, in
addition to the benefits provided for under Sections 12(a), 11(b)(i) and
11(b)(ii), Employer shall make available and pay to Executive the benefits
referred to in Section 11(c) above.




(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, Executive 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 Executive’s employment on account of disability by giving written
notice to 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 Executive is disabled within the meaning of this Section
13(a), either party may from time to time request a medical examination of
Executive 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
Executive 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 Executive’s employment on account of
disability, then, in addition to the benefits provided for under Sections
11(b)(i) and 11(b)(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, Executive shall
die, then, in addition to the benefits provided for under Sections 11(b)(i) and
11(b)(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 Executive 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 Executive, 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
Executive 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 Executive.


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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 Executive is a “specified employee” as
defined in Section 409A, Executive 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
Executive’s death.  Any amounts otherwise payable to Executive
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 Executive’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 Executive
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 OfficerEXECUTIVE/s/ Sidney E. FuchsName:
      Sidney E. Fuchs




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