**Exhibit 10.5**

**ATSCORPORATION**

**RESTRICTEDSHARE AGREEMENT**

ThisRestricted Share Agreement (this “Agreement”) is by and between ATSCorporation, a Delaware corporation (the “Corporation”), and Joseph A.Saponaro (the “Participant”), a director of the Corporation or one ormore of its subsidiaries, and is effective as of March 29, 2007 (the “EffectiveDate”).

1.             Award of Restricted Shares.  Subject to the provisions of the ATSCorporation 2006 Omnibus Incentive Compensation Plan (the “Plan”) andthis Agreement, the Corporation hereby grants to the Participant 32,877 shares(the “Award”) of the Corporation’s common stock, par value $0.0001 pershare (the “Common Stock”), to which the restrictions referred to inSection 2 (the “Vesting Conditions”) attach (the “Restricted Shares”).

2.             Vesting Conditions.

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

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

(c)           Other Vesting.  Notwithstanding anything to the contrarycontained in this Section 2, all of the Restricted Shares shall vest (i) asprovided in Section 6(b) of the Employment Agreement of even date herewithbetween the Corporation and the Participant and (ii) immediately upon a “Changeof Control,” as defined below, at any time prior to the satisfaction of theVesting Conditions. For purposes of this Agreement, a “Change in Control” shall mean an occurrence of any of thefollowing events:

(i)                                     an acquisition (other than directly from theCorporation) of any voting securities of the Corporation (the “VotingSecurities”) by any “person or group” (within the meaning of Section13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “ExchangeAct”)) other than an employee benefit plan of the Corporation, immediatelyafter which such person or group has “Beneficial Ownership” (within the meaningof Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of thecombined voting power of the Corporation’s then outstanding Voting Securities;or

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(ii)                                  the consummation of (1) a merger,consolidation or reorganization involving the Corporation, unless the companyresulting from such merger, consolidation or reorganization (the “SurvivingCorporation”) shall adopt or assume this Agreement and the stockholders ofthe Corporation immediately before such merger, consolidation or reorganizationown, directly or indirectly immediately following such merger, consolidation orreorganization, at least fifty percent (50%) of the combined voting power ofthe Surviving Corporation in substantially the same proportion as theirownership immediately before such merger, consolidation or reorganization, (2)a complete liquidation or dissolution of the Corporation, or (3) a sale ortransfer of all or substantially all of the assets of the Corporation.

3.             Rights During Vesting Period.  The Participant generally does not have therights and privileges of a stockholder as to the Restricted Shares to bedistributed until he has become the holder of such Restricted Shares.  Further, notwithstanding any other provisionhereof, the following restrictions shall apply to shares of Restricted Sharesprior to satisfaction of the Vesting Conditions as to those shares:  (a) the Participant shall not beentitled to delivery of a certificate for the Restricted Shares until thesatisfaction of the Vesting Conditions; (b) none of the Restricted Sharesmay be sold, assigned, transferred (except by will or the laws of descent anddistribution), pledged or otherwise encumbered prior to satisfaction of theVesting Conditions; and (c) except as otherwise expressly provided hereinand in the Plan, the Participant shall forfeit and immediately transfer back tothe Corporation without payment all of the Restricted Shares, and all rights ofthe Participant to such Restricted Shares shall terminate without furtherobligation on the part of the Corporation, if and when the Participant ceasesto be an employee of the Corporation prior to the satisfaction of the VestingConditions.  As a condition of the Award,the Corporation may require the Participant to deliver to the Corporation aduly signed stock power, endorsed in blank, with respect to the shares ofCommon Stock subject to the Award.

4.             Satisfaction of VestingConditions.  Upon the satisfaction ofthe Vesting Conditions as to particular shares of Restricted Shares, therestrictions on the applicable number of shares of Restricted Shares shallterminate and a stock certificate for such number of shares of Common Stockshall be delivered, free and clear of all such restrictions, to the Participantor, subject to Section 5, the Participant’s beneficiary or estate, as thecase may be, subject to the provisions of Sections 7 and 8(e).  The Corporation shall not be required todeliver any fractional share of Common Stock, but will pay, in lieu thereof,the fair market value of such fractional share to the Participant or theParticipant’s beneficiary or estate, as the case may be.  The Corporation shall pay any original issuetax that may be due upon the issuance of the Restricted Shares and all othercosts incurred by the Corporation in issuing such shares of Common Stock.

5.             Nontransferability of RestrictedShares.  The Restricted Shares arenot transferable by the Participant prior to the satisfaction of the VestingConditions except by will or the laws of descent and distribution.  Without limiting the generality of theforegoing, prior to the expiration of the Vesting Conditions, the Award andRestricted Shares may not be assigned, alienated, pledged, attached, sold orotherwise transferred except as aforesaid, or encumbered.  Any attempted assignment, alienation, pledge,attachment, sale, transfer or other encumbrance or disposition of theRestricted Shares contrary to the provisions hereof, or the levy of anyexecution, attachment or similar process upon the Restricted Shares, shall benull and void and without effect.

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6.             Adjustments for Changes inCapitalization and Similar Events. The committee of the Corporation designated by the Board of Directors toadminister the Plan (the “Committee”) has the discretion to make anadjustment to the Restricted Shares in the event the Corporation engages in adividend or other distribution (whether in the form of cash, shares, othersecurities or other property), recapitalization, stock split, reverse stocksplit, 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 ofthe Corporation, or other similar transactions. If such an adjustment is deemed appropriate or desirable by theCommittee, then it may adjust any or all of the terms of this Agreement,including (i) the number of Restricted Shares or other securities of theCorporation (or number and kind of other securities or property) subject tothis Agreement; or (ii) make provision for a cash payment to the Participant inconsideration for the cancellation of such Award.

7.             Compliancewith Securities Laws; Legend on Share Certificates.

(a)           As of the Effective Date, theRestricted Shares have not been registered under the Securities Act of 1933, asamended (the “Securities Act”), or under any applicable state securitieslaws (the Securities Act and such state laws being hereinafter sometimesreferred 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 exceptpursuant to the provisions of the Securities Laws.  The Participant represents that theParticipant (i) is acquiring the Restricted Shares for the Participant’sown account and not with a view to reselling, splitting, sharing or otherwiseparticipating in a distribution thereof in violation of any Securities Laws,(ii) understands that the effect of such representation is that theRestricted Shares must be held indefinitely unless subsequently registeredunder the Securities Laws or an exemption from such registration is availableat the time of any proposed sale or other transfer thereof,(iii) understands that the Corporation is under no obligation to registerthe Restricted Shares for resale, and (iv) is fully familiar with thecircumstances under which the Participant is required to hold the RestrictedShares and the limitations upon transfer or other disposition thereof.

(b)           The Participant agrees that, untilthe Restricted Shares have been registered under the Securities Laws, eachcertificate for the Restricted Shares shall be stamped or otherwise imprintedwith legends in substantially the following forms:

(i)            The shares represented hereby havenot 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 transferredexcept pursuant to an effective registration statement under the Act or anopinion of counsel satisfactory to the Corporation that such registration isnot required.

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

(c)           The Corporation shall notify theParticipant upon completion of the registration of the Restricted Shares underthe 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 longerapplicable.

8.             Miscellaneous.

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

(i)                                     ifto the Corporation, at:

ATS Corporation

7915 Jones Branch Drive

McLean, VA 22102

Attn:  Chief Financial Officer

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

subject to theright of either party, by written notice hereunder, to designate at any timehereafter some other address.

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

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

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

(e)           Withholding.  Prior to the expiration of the Vesting Periodas to particular shares of Restricted Shares, the Participant shall makearrangements 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 extentpermitted by law, have the right to deduct from any payment of any kindotherwise due to the Participant any Federal, state and local taxes required bylaw to be withheld or collected with respect to the Award.

(f)            Corporation’s Rights.  The existence of the Restricted Shares shallnot affect in any way the right or power of the Corporation or its stockholdersto make or authorize any or all adjustments, recapitalizations, reorganizationsor other changes in the Corporation’s capital structure or its business, or anymerger or consolidation of the Corporation, or any issue of bonds, debentures,preferred or other stocks with preference ahead of or convertible into, orotherwise affecting the Common Stock or the rights thereof, or the dissolutionor liquidation of the Corporation, or any sale or transfer of all or any partof the Corporation’s assets or business, or any other corporate act orproceeding, whether of a similar character or otherwise.

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

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

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

(j)            EntireAgreement.  This Agreement containsthe entire agreement between the parties with respect to the Restricted Sharesgranted hereunder.  Any oral or writtenagreements, representations, warranties, written inducements, or othercommunications made prior to the execution of this Agreement with respect tothe Restricted Shares granted hereunder shall be void and ineffective for allpurposes.  The foregoing sentence is notintended to apply to, void or in any way affect the employment and relatedagreements 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 totime by the written mutual consent of the parties hereto.

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(l)            Successorsand Assigns.  The provisions of thisAgreement shall inure to the benefit of, and be binding upon, the Corporationand its successors and assigns and be binding upon the Participant and theParticipant’s legal representatives, heirs, legatees, distributees, assigns andtransferees by operation of law, whether or not any such person has become aparty to this Agreement or has agreed in writing to join herein and to be boundby the terms, conditions and restrictions hereof.

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

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

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

[Signature PageFollows]

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IN WITNESS WHEREOF, theparties hereto have executed and delivered this Agreement as of the EffectiveDate.

 
|        |   | 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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