Unassociated Document


    Exhibit
      10.2

     

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (“Agreement”),
      dated
      as of August 7, 2008 to be effective August 11, 2008 (the “Effective
      Date”),
      by
      and between ATS Corporation, a Delaware corporation (hereinafter referred to
      as
“Employer”),
      and
      George Troendle, 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 9 hereof, shall continue through December 31, 2010 (the “Initial
      Term”)
      and
      (ii) after the end of the Initial Term, shall renew automatically 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.

     

    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. 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
      Thousand Dollars ($300,000) 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 2009 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 2008, Executive shall
      be
      entitled to performance-based incentive compensation within
      the meaning of Section 409A of the Code (“Incentive
      Compensation”)
      in an
      amount up to 60% of the Base Compensation. The Incentive Compensation payable
      for each performance period (which shall not be less than twelve (12) months)
      shall be contingent on and based on corporate and individual performance
      criteria agreed to between Executive and the Compensation Committee from time
      to
      time. The target amount payable as Incentive Compensation, as agreed upon
      between Executive and the Compensation Committee from time to time, is
      hereinafter referred to as the “Incentive
      Compensation Target.”

     

    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. 

     

    (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.


    
      
        
        

      

      
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    7. NON-COMPETITION
      AND NON-SOLICITATION. 

     

    (a) For
      as
      long as Executive shall remain employed by Employer and for (i) one year if
      terminated by Employer for Cause or by Employee for any reason and (ii) the
      applicable following period if terminated by Employer without Cause pursuant
      to
      Section 11(f): (x) one year if terminated during the Initial Term; or (y) nine
      months if terminated after the Initial Term (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
      any business activities that are competitive with the activities of Employer
      as
      of the Effective Date. The foregoing shall not prevent Executive 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 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 person other than Employer and its affiliates), for the
      Non-Competition Period, solicit, or assist any person 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) During
      the Non-Competition Period, Executive shall not, either himself, or for the
      benefit of any other person, either as Executive, 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 Effective Date, and
      “Prospective
      Customer”
means
      any Person who Employer and its affiliates will actively solicit (or had
      targeted for solicitation) as of the Effective Date. 

     

    (d) 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
      Employer’s legitimate business 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, 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) 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 the 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 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 Executive (or her 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 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 Executive’s
      employment, with or without “Cause,” as defined in Section 11(f) below. Upon
      thirty (30) days’ prior written notice, Executive may terminate his employment,
      with or without “Good Reason,” as defined in Section 11(e) 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)

            	
              pay
                to Executive any unpaid Incentive Compensation earned with respect
                to
                completed performance periods but not paid through the date of termination
                under the terms of applicable incentive compensation arrangements;
                and

            


    

     

    
      	 	
              (iii)

            	
              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 under this Section 11, Section 12 or Section 13 that are to be made
      in
      connection with the termination of Executive’s employment are subject to the
      provisions of Section 21 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 Executive’s termination of employment; provided,
      however,
      that in
      the event Executive’s employment is terminated pursuant to Section 11(b) below,
      then, at Employer’s election, the “No Cause/Good Reason Termination Fee” (as
      therein defined) shall be payable in equal monthly installments over the
      Applicable Severance Period (as defined in Section 11(b)) with the first payment
      due within five business days after the date of Executive’s termination of
      employment (collectively, the “Termination
      Fee Installment Payments”).
      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 Executive’s employment without Cause or Executive
      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 21, Employer shall pay to Executive (i) a severance benefit
      equal to Executive’s then applicable Base Compensation for a period of twelve
      (12) months following the termination of employment if the termination takes
      place during the Initial Term, or a severance benefit equal to Executive’s then
      applicable Base Compensation for a period of nine (9) months following the
      termination of employment if the termination takes place after the Initial
      Term
      (such twelve- or nine-month period, as the case may be, the “Applicable
      Severance Period”),
      and
      (ii) an amount equal to fifty percent (50%) of the Incentive Compensation
      Target(s), if any, applicable for the calendar year ending during the Applicable
      Severance Period (collectively, the “No
      Cause/Good Reason Termination Fee”).
      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. On or before
      March 15 of the calendar year following the calendar year in which Executive’s
      employment with Employer is terminated, Employer shall calculate the amount
      of
      Incentive Compensation Executive would have received had Executive remained
      employed by Employer for the entire applicable calendar year. To the extent
      that
      the amount of the Incentive Compensation Executive would have received had
      Executive remained employed by Employer for the entire applicable calendar
      year
      is in excess of 50% of the Incentive Compensation Target for that year (the
      “Overage
      Amount”),
      Employer shall then promptly pay to Executive the Overage Amount. No Overage
      Amount shall be payable in respect of years following the year in which
      Executive’s employment with Employer is terminated. 


    
      
        
        

      

      
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    (c) In
      the
      event Employer terminates Executive’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 Executive 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, 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 is reduced without his consent, or (iii) 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) or (ii), Employer shall have a period of thirty (30) business days
      after actual receipt 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.

     

    (f) 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
      clauses (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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    (g) 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.

     

    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 within twelve months 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(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 Executive a severance
      benefit equal to (i) Executive’s then applicable annual Base Compensation for
      the Applicable Severance Period and (ii) an amount equal to one hundred percent
      (100%) of the Incentive Compensation Target(s), if any, applicable during the
      calendar year ending during the Applicable Severance Period. The severance
      benefit shall be payable in Termination Fee Installment Payments; that is,
      in
      equal monthly installments over the Applicable Severance Period (as defined
      in
      Section 11(b)) with
      the
      first payment due within five business days after the date of Executive’s
      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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    (d) In
      the
      event that, as a result of payments to or for the benefit of Executive under
      this Agreement or otherwise in connection with a Change in Control, any state,
      local or federal taxing authority imposes any taxes on Executive that would
      not
      be imposed but for the occurrence of a Change in Control, including any excise
      tax under Section 4999 of the Internal Revenue Code and any successor or
      comparable provision, then, in addition to the benefits provided for under
      Sections 11(a)(i) and 11(a)(ii) and under Sections 12(a) and 12(b), Employer
      (including any successor to Employer) shall pay to Executive at the time any
      such tax becomes payable an amount equal to the amount of any such tax imposed
      on Executive. 

     

    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(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, Executive 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 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.


    
      
        
        

      

      
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    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.

     

    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. ARBITRATION.

     

    (a) Agreement
      to Arbitrate.
      In the
      event of differences between Employer and Executive arising out of or relating
      to his employment with Employer or the termination of that employment, Executive
      and Employer mutually agree to arbitration. Executive understands that his
      assent to mandatory arbitration is a condition of employment and continued
      employment. Any claim or controversy that arises out of or relates to this
      Agreement or the breach of it, as well as all other claims made arbitrable
      by
      this Agreement, will be settled by arbitration in the Commonwealth of Virginia
      in accordance with the rules of the American Arbitration Association. Judgment
      upon the award rendered may be entered in any court possessing jurisdiction
      of
      arbitration awards. A request by a party to a court for interim measures or
      specific performance necessary to preserve a party’s rights and remedies for
      resolution pursuant to this Section 20 shall not be deemed a waiver of the
      agreement to arbitrate. The parties, their representatives, other participants
      and arbitrator shall hold the existence, content and result of the arbitration
      in confidence.

     

    (b) Covered
      Claims.
      Except
      as otherwise provided in this Agreement, Executive and Employer hereby consent
      to the resolution by arbitration of all claims or controversies for which a
      court otherwise would be authorized by law to grant relief, in any way arising
      out of, relating to, or associated with Executive’s employment with Employer or
      its termination (“Claims”)
      that
      Employer may have against Executive or that Executive may have against Employer
      or against its officers, directors, employees, or agents, in their capacity
      as
      such or otherwise. The Claims covered by this Agreement include, but are not
      limited to: claims for discrimination based on race, sex, religion, national
      origin, age, marital status, handicap, disability, or medical condition; claims
      for benefits, except as excluded in the following paragraph, and claims for
      violation of any federal, state, or other governmental constitution, statute,
      ordinance, or regulation (including but not limited to claims arising under
      Title VII of the Civil Rights Act, the Americans with Disabilities Act, the
      Age
      Discrimination in Employment Act, the Family Medical Leave Act, the Fair Labor
      Standards Act, and Employee Retirement Income Security Act). Additionally,
      any
      and all issues of arbitrability (whether a claim is covered by this Agreement)
      will be decided by the arbitrator(s) and not a court.


    
      
        
        

      

      
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    (c) Claims
      Not Covered.
      This
      agreement to arbitrate does not apply to or cover claims for workers’
compensation benefits; claims for unemployment compensation benefits; claims
      by
      Employer for injunctive and/or other equitable relief for breach of
      Section 7 or for unfair competition and/or the use and/or unauthorized
      disclosure of trade secrets or confidential information; and claims based upon
      an employee pension or benefit plan, the terms of which contain an arbitration
      or other non-judicial dispute resolution procedure, in which case the provisions
      of such plan shall apply.

     

    21. 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 21 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 21 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.

     

    22. 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
                CORPORATION

            
	 
	
              By:

            	
              /s/
                Edward H. Bersoff

            
	
              Name:
                Edward H. Bersoff

            
	
              Title:
                Chairman and Chief Executive Officer

            
	 	 
	
              EXECUTIVE

            
	 
	
              /s/
                George Troendle

            
	
              Name:
                George Troendle

            


    


    
      
        
        

      

      
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