Exhibit
      10.1

     

    AMENDED
      AND RESTATED EMPLOYMENT AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”),
      originally executed as of the 19th day of March, 2007, is hereby amended this
      4th day of August, 2008 by and between ATS Corporation, a Delaware corporation
      (the “Corporation”),
      and
      Dr. Edward H. Bersoff, a resident of the Commonwealth of Virginia (the
“Executive”).

     

    WHEREAS,
      the Executive commenced service as the Corporation’s Chairman, President and
      Chief Executive Officer on January 16, 2007, the date of the closing of the
      Corporation’s acquisition of Advanced Technology Systems, Inc.; and

     

    WHEREAS,
      the Corporation and the Executive initially formalized the terms of the
      employment relationship in this Agreement on March 19, 2007; and

     

    WHEREAS,
      the parties desire to extend the term of the Executive’s service as Chief
      Executive Officer through December 31, 2009 and to make certain other revisions
      to the terms of such employment relationship; and

     

    WHEREAS,
      the Executive and the Corporation wish to formalize such extension and revisions
      to the Agreement.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual agreements made
      herein, and intending to be legally bound hereby, the Corporation and the
      Executive hereby agree to amend and restate the Agreement in the form
      hereinafter set forth:

     

    1. Employment;
      Duties.

     

    (a) Employment
      and Employment Period.
      The
      Corporation shall employ the Executive to serve as the Corporation’s Chairman
      and Chief Executive Officer (initially also with the title of President) (the
      “Chairman/CEO”)
      for a
      period to be agreed upon by the Executive and the Compensation Committee of
      the
      Board of Directors (the “Compensation
      Committee”),
      such
      period currently expected to extend until on or about December 31, 2009 (the
      “CEO
      Period”),
      and
      thereafter (and after employment of a new Chief Executive Officer) as the
      Corporation’s Chairman of the Board (the “Chairman”)
      for
      the period ending December 31, 2011 (the “Chairman
      Only Period,”
which
      until otherwise agreed shall, for purposes of this Agreement, be treated as
      commencing on January 1, 2009). The period ending December 31, 2011 is
      hereinafter sometimes referred to as the “Employment
      Period.”
      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”).
      The
      Employment Period may be extended by mutual agreement of the
      parties.

     

    (b) Offices,
      Duties and Responsibilities.
      The
      Executive shall perform such customary, appropriate and reasonable executive
      duties as are usually performed by a Chairman/CEO or Chairman, as the case
      may
      be. The Executive’s offices shall be located at the Corporation’s headquarters
      building in McLean, Virginia.


    
      
        
        

      

      
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    (c) Devotion
      to Interests of the Corporation.
      Except
      as expressly authorized by the Board and so long as the Executive serves as
      Chairman/CEO, the Executive will not, without the prior written consent of
      the
      Corporation, directly or indirectly engage in any other business activities
      or
      pursuits, except activities in connection with (i) any professional, charitable
      or civic activities (other than as an officer), (ii) personal investments,
      (iii)
      serving as an executor, trustee or in another similar fiduciary capacity for
      a
      non-commercial entity, and (iv) continued service on a number of corporate
      boards consistent with the Executive’s current board service; provided,
      however,
      that
      any such activities do not materially interfere with the performance of his
      responsibilities and obligations pursuant to this Agreement. These restrictions
      shall not apply to the Executive during the Chairman Only Period. The Executive
      shall use his best efforts to promote the interests and welfare of the
      Corporation.

     

    2. Compensation
      and Fringe Benefits.

     

    (a) Base
      Compensation.
      So long
      as the Executive serves as Chairman/CEO, the Corporation shall pay the Executive
      a base salary at the rate of $300,000 per year, as adjusted from time to time
      with the approval of the Compensation Committee (“CEO
      Base Compensation”).
      The
      Executive’s base salary during the Chairman Only Period shall be at a reduced
      level as agreed upon between the Executive and the Compensation Committee
      (“Chairman
      Base Compensation”).
      The
      CEO Base Compensation and Chairman Base Compensation shall be payable in
      installments in accordance with the Corporation’s normal payroll practices for
      compensating executive personnel and shall be subject to payroll deductions
      and
      tax withholdings in accordance with the Corporation’s usual practices and as
      required by law. 

     

    (b) Incentive
      Compensation.
      The
      Executive shall be entitled to performance-based incentive compensation within
      the meaning of Section 409A of the Code (“Incentive
      Compensation”)
      during
      the CEO Period in an amount up to 65% of the CEO 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 the Executive and the
      Compensation Committee from time to time. At or before the commencement of
      the
      Chairman Only Period, the Executive and the Compensation Committee will agree
      on
      the extent, if any, to which the Executive shall be entitled to Incentive
      Compensation during the Chairman Only Period. The target amount payable as
      Incentive Compensation, as agreed upon between the Executive and the
      Compensation Committee from time to time, is hereinafter referred to as the
      “Incentive
      Compensation Target.”
      

     

    (c) Fringe
      Benefits.
      The
      Executive shall also be entitled to such fringe benefits as are generally made
      available by the Corporation to executive personnel, including, but not limited
      to, health insurance. The Executive also will be reimbursed for reasonable
      expenses incurred in connection with travel and entertainment related to the
      Corporation’s business and affairs, to be paid by the Corporation in a manner
      consistent with past practice and as amended by any subsequent changes of
      corporate policy.


    
      
        
        

      

      
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    (d) Restricted
      Stock.
      In
      connection with the initial execution of this Agreement in March 2007, the
      Executive was awarded one hundred fifty thousand (150,000) shares of restricted
      stock under the terms of the Company’s 2006 Omnibus Incentive Compensation Plan,
      thirty thousand (30,000) of such shares to vest on each December 31 during
      the
      Employment Period commencing with December 31, 2007 so long as the Executive
      continues to serve as Chairman/CEO or Chairman, as the case may be, and with
      acceleration following a change in control as defined in the applicable award
      agreement. 

     

    3. Trade
      Secrets.
      The
      Executive shall not use or disclose any of the Corporation’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 the Corporation. After termination of the
      Executive’s employment, the 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 the Corporation's policies or
      is
      disclosed to the Executive by a third party who is entitled to receive and
      disclose such information.

     

    4. Return
      of Documents and Property.
      Upon
      the effective date of notice of the Executive’s or the Corporation’s election to
      terminate the Executive’s employment, or at any time upon the request of the
      Corporation, the Executive (or his heirs or personal representatives) shall
      deliver to the Corporation (a) all documents and materials containing trade
      secrets or other confidential information relating to the Corporation's business
      and affairs, and (b) all documents, materials and other property belonging
      to
      the Corporation, which in either case are in the possession or under the control
      of the Executive (or his heirs or personal representatives).

     

    5. Discoveries
      and Works.
      All
      discoveries and works made or conceived by the Executive during his employment
      by the Corporation, jointly or with others, that relate to the Corporation's
      activities shall be owned by the Corporation. 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. The Executive shall (a) promptly notify, make full
      disclosure to, and execute and deliver any documents requested by, the
      Corporation to evidence or better assure title to such discoveries and works
      in
      the Corporation, (b) assist the Corporation 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 the Corporation
      or
      thereafter, all applications or other endorsements necessary or appropriate
      to
      maintain patents and other rights for the Corporation and to protect its title
      thereto. Any discoveries and works which, within six months after the
      termination of the Executive’s employment by the Corporation, are made,
      disclosed, reduced to a tangible or written form or description, or are reduced
      to practice by the Executive and which pertain to the business carried on or
      products or services being sold or developed by the Corporation at the time
      of
      such termination shall, as between the Executive and the Corporation, be
      presumed to have been made during the Executive’s employment by the Corporation.
      Set forth on Schedule 5 attached hereto is a list of inventions, patented or
      unpatented, if any, including a brief description thereof, which are owned
      by
      the Executive, which the Executive conceived or made prior to his employment
      by
      the Corporation and which are excluded from this Agreement.


    
      
        
        

      

      
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    6. Termination.

     

    (a) Upon
      thirty (30) days’ prior written notice the Corporation may terminate the
      Executive’s employment, with or without “Cause,” as defined in Section 6(f)
      below. Upon thirty (30) days’ prior written notice, the Executive may terminate
      his employment, with or without “Good Reason,” as defined in Section 6(e) below.
      Upon any termination of the Executive’s employment (the “Date
      of Termination”)
      for
      any reason, the Corporation shall:

     

    
      	 	
              (i)

            	
              pay
                to the Executive any unpaid CEO Base Compensation or Chairman Base
                Compensation, as the case may be, through the Date of
                Termination;

            


    

     

    
      	 	
              (ii)

            	
              pay
                to the 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 the Executive the benefits, if any, otherwise
                expressly provided under this Section 6, Section 7 or Section 8,
                as
                applicable.

            


    

     

    Any
      payments under this Section 6, Section 7 or Section 8 that are to be made in
      connection with the termination of the Executive’s employment 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 the Executive’s
      termination of employment; provided,
      however,
      that in
      the event the Executive’s employment is terminated pursuant to Section 6(b)
      below, then, at the Corporation’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 provided in Section 6(b))
      with the first payment due within five business days after the date of the
      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.



    
      
        
        

      

      
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    (b) In
      the
      event the Corporation terminates the Executive’s employment without Cause or the
      Executive terminates his employment for Good Reason, then, in addition to the
      benefits provided for under Sections 6(a)(i) and 6(a)(ii) and subject to the
      provisions of Section 8, the Corporation shall pay to the Executive (i) a
      severance benefit equal to the Executive’s then applicable CEO Base Compensation
      or Chairman Base Compensation, as the case may be, for a period of twelve (12)
      months following the termination of employment if the termination takes place
      during the CEO Period or eighteen (18) months if the termination takes place
      during the Chairman Only Period (such twelve- or eighteen-month period, as
      the
      case may be, the “Applicable
      Severance Period”),
      (ii)
      the cost of maintaining the level of health insurance then maintained by the
      Executive (including family) under Federal COBRA laws for a period of eighteen
      (18) months following the effective date of the termination, plus (iii) an
      amount equal to fifty percent (50%) of the Incentive Compensation Target, if
      any, applicable for the first 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 the
      Executive’s employment with the Corporation is terminated, the Corporation shall
      calculate the amount of Incentive Compensation the Executive would have received
      had the Executive remained employed by the Corporation for the entire applicable
      calendar year. To the extent that the amount of the Incentive Compensation
      the
      Executive would have received had the Executive remained employed by the
      Corporation for the entire applicable calendar year is in excess of 50% of
      the
      Incentive Compensation Target for that year (the “Overage
      Amount”),
      the
      Corporation shall then promptly pay to the Executive the Overage Amount. No
      Overage Amount shall be payable in respect of years following the year in which
      the Executive’s employment with the Corporation is terminated. 

    


    (c) In
      the
      event the Corporation terminates the Executive’s employment for Cause, then, in
      addition to the benefits provided for under Sections 6(a)(i) and 6(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 the Executive terminates his employment without Good Reason, then, in
      addition to the benefits provided for under Sections 6(a)(i) and 6(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, the 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 the Corporation for Cause, or under
      the
      circumstances described in Section 8 hereof), (i) the responsibilities of the
      Executive are substantially reduced or altered, (ii) the Executive’s CEO Base
      Compensation or Chairman Base Compensation, as the case may be, is reduced
      without his consent, or (iii) the Executive’s offices are relocated anywhere
      other than within a fifty (50) mile radius of his office in McLean, Virginia;
      provided,
      however,
      that if
      the Executive terminates this Agreement for one or more of the reasons stated
      in
      clauses (i) or (ii), the Corporation shall have a period of thirty (30) business
      days after actual receipt written notice of the 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.


    
      
        
        

      

      
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    (f) For
      purposes of this Agreement, the Corporation shall have “Cause”
to
      terminate the Executive’s employment hereunder upon (i) the continued, willful
      and deliberate failure of the Executive to perform his duties in a manner
      substantially consistent with the manner prescribed by the Board (other than
      any
      such failure resulting from his incapacity due to physical or mental illness),
      (ii) the engaging by the Executive in misconduct materially and demonstrably
      injurious to the Corporation, (iii) the conviction of the Executive of
      commission of a felony, whether or not such felony was committed in connection
      with the Corporation’s business, (iv) the circumstances described in Section 8
      hereof, in which case the provisions of Section 8 shall govern the rights and
      obligations of the parties, or (v) during the Chairman Only Period (but prior
      to
      a Change of Control as defined in Section 7(c) below) the Executive is nominated
      for election to the Board of Directors and the Corporation solicits proxies
      for
      his election but the Executive is not elected by the stockholders; provided,
      however,
      that if
      the Corporation terminates this Agreement for one or more of the reasons stated
      in clauses (i) or (ii), the Executive shall have a period of thirty (30)
      business days after actual receipt written notice of the Corporation’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.

     

    (g) Notwithstanding
      any other provision hereof, the Executive shall not be entitled to receive
      any
      payment under Section 6 or 7 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.

     

    7. Change
      in Control.

     

    (a) All
      unvested restricted stock, stock options and any other equity-based compensation
      arrangements theretofore granted to the Executive shall vest in full on the
      date
      of a “Change in Control” (as defined in Section 7(c) below).

     

    (b) In
      the
      event that the Corporation terminates the Executive’s employment with the
      Corporation without Cause within twelve months after a “Change in Control” (as
      defined in Section 7(c) below), or if the Executive terminates his employment
      with the Corporation for Good Reason (in accordance with Sections 6(e) and
      (f)
      above) within twelve months after a Change in Control, then, in addition to
      the
      benefits provided for under Sections 6(a)(i) and 6(a)(ii), the Corporation
      shall
      pay to the Executive a severance benefit equal to (i) the Executive’s then
      applicable annual CEO Base Compensation or Chairman Base Compensation, as the
      case may be, for the Applicable Severance Period, (ii) the cost of maintaining
      the level of health insurance then maintained by the Executive (including
      family) under Federal COBRA laws for a period of eighteen (18) months following
      the effective date of the termination, plus (iii) an amount equal to one hundred
      percent (100%) of the Incentive Compensation Target, if any, applicable during
      the first 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 6(b)) with the first payment due within five business days
      after the date of the 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.


    
      
        
        

      

      
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    (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 the Corporation) of any voting
                securities of the Corporation (the “Voting
                Securities”)
                by any “person or group” (within the meaning of Section 13(d)(3) or
                14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange
                Act”))
                other than an employee benefit plan of the Corporation, immediately
                after
                which such person or group has “Beneficial Ownership” (within the meaning
                of Rule 13d-3 under the Exchange Act) of more than fifty percent
                (50%) of
                the combined voting power of the Corporation's then outstanding Voting
                Securities; or

            


    

     

    
      	 	
              (ii)

            	
              the
                consummation of (A) a merger, consolidation or reorganization involving
                the Corporation, unless the company resulting from such merger,
                consolidation or reorganization (the “Surviving
                Corporation”)
                shall adopt or assume this Agreement and the stockholders of the
                Corporation immediately before such merger, consolidation or
                reorganization own, directly or indirectly immediately following
                such
                merger, consolidation or reorganization, at least fifty percent (50%)
                of
                the combined voting power of the Surviving Corporation in substantially
                the same proportion as their ownership immediately before such merger,
                consolidation or reorganization, (B) a complete liquidation or dissolution
                of the Corporation, or (C) a sale or transfer of all or substantially
                all
                of the assets of the Corporation.

            


    

     

    (d) In
      the
      event that, as a result of payments to or for the benefit of the Executive
      under
      this Agreement or otherwise in connection with a Change in Control, any state,
      local or federal taxing authority imposes any taxes on the 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 6(a)(i) and 6(a)(ii) and under Sections 7(a) and 7(b), the Corporation
      (including any successor to the Corporation) shall pay to the Executive at
      the
      time any such tax becomes payable an amount equal to the amount of any such
      tax
      imposed on Executive. 

     

    8. Disability;
      Death.

     

    (a) If,
      prior
      to the expiration or termination of the Employment Period, the Executive shall
      be unable to perform his duties by reason of disability or impairment of health
      for at least six consecutive calendar months, the Corporation shall have the
      right to terminate the Executive’s employment on account of disability by giving
      written notice to the 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 the Executive is disabled within the meaning of
      this
      Section 8(a), either party may from time to time request a medical examination
      of the Executive by a doctor selected by the Corporation, and the written
      medical opinion of such doctor shall be conclusive and binding upon the parties
      as to whether the Executive has become disabled and the date when such
      disability arose. The cost of any such medical examination shall be borne by
      the
      Corporation. If the Corporation terminates the Executive’s employment on account
      of disability, then, in addition to the benefits provided for under Sections
      6(a)(i) and 6(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. 


    
      
        
        

      

      
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    (b) If,
      prior
      to the expiration or termination of the Employment Period, the Executive shall
      die, then, in addition to the benefits provided for under Sections 6(a)(i)
      and
      6(a)(ii), the Employment Period 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 8 shall impair or otherwise affect any rights and
      interests of the Executive under any insurance arrangements, death benefit
      plan
      or other compensation plan or arrangement of the Corporation which may be
      adopted by the Board.

     

    9. Non-Competition/Non-Solicitation.

     

    (a) Non-Competition. The
      Executive agrees that for a period commencing on the Effective Date and ending
      at the end of the Applicable Severance Period (the “Non-Competition
      Period”),
      the
      Executive will not, except as otherwise provided herein, engage or participate,
      directly or indirectly, as principal, agent, officer, employee, employer or
      consultant or in any other comparable capacity, in the conduct or management
      of,
      any business which is competitive with any business conducted by the
      Corporation. For the purpose of this Agreement, a business shall be considered
      to be competitive with the business of the Corporation only if such business
      is
      engaged in providing services similar to (i) any service currently provided
      by
      the Corporation or provided by the Corporation during the Employment Period;
      (ii) any service which in the ordinary course of business during the
      Non-Competition Period evolves from or results from enhancements to the services
      provided by the Corporation as of the Effective Date or during the
      Non-Competition; or (iii) any future service of the Corporation as to which
      the
      Executive materially and substantially participated in the design or
      enhancement. Nothing in this Section 9(a) shall be interpreted to prohibit
      the
      Executive from continuing to serve as a non-employee member of the board of
      directors of services companies that may compete with the Corporation or, during
      the Chairman Only Period, as the non-executive chairman of the board of such
      companies. 

     

    (b) Non-Solicitation
      of Employees.
      During
      the Non-Competition Period, the Executive will not (for the Executive’s own
      benefit or for the benefit of any person or entity other than the Corporation)
      solicit, or assist any person or entity other than the Corporation to solicit,
      any officer, director, executive or employee of the Corporation or its
      affiliates to leave his or her employment.


    
      
        
        

      

      
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    (c) Reasonableness.
      The
      Executive acknowledges that (i) the markets served by the Corporation are
      national and are not dependent on the geographic location of executive personnel
      or the businesses by which they are employed, (ii) the length of the
      Non-Competition Period is related to the length of the Employment Period and
      the
      Corporation’s agreement to provide severance benefits as set forth in Sections 6
      or 7, above, that, under certain circumstances, will provide additional
      compensation to the Executive upon the termination of the Executive’s
      employment; and (iii) the above covenants are reasonable on their face, and
      the
      parties expressly agree that such restrictions have been designed to be
      reasonable and no greater than is required for the protection of the
      Corporation.

     

    (d) Investments.
      Nothing
      in this Agreement shall be deemed to prohibit the Executive from owning equity
      or debt investments in any corporation, partnership or other entity which is
      competitive with the Corporation, provided
      that
      such investments (i) are passive investments and constitute five percent (5%)
      or
      less of the outstanding equity securities of such an entity the equity
      securities of which are traded on a national securities exchange or other public
      market, or (ii) are approved by the Compensation Committee.

     

    10. Waiver.
      The
      waiver of the breach of any term or provision of this Agreement shall not
      operate as or be construed to be a waiver of any other or subsequent breach
      of
      this Agreement. Failure by the Executive or the Corporation to insist upon
      strict compliance with any provision of this Agreement or to assert any right
      the Executive or the Corporation may have hereunder, including, without
      limitation, the right of the Executive to terminate employment for Good Reason,
      shall not be deemed to be a waiver of such provision or right or of any other
      provision or rights under this Agreement.

     

    11. Enforcement.
      The
      Executive agrees that the Corporation’s remedies at law for any breach or threat
      of breach by him of Sections 3, 4, 5 or 9 hereof will be inadequate, and that
      the Corporation shall be entitled to an injunction or injunctions to prevent
      breaches of Sections 3, 4, 5 or 9 hereof and to enforce specifically the terms
      and provisions thereof, in addition to any other remedy to which the Corporation
      may be entitled at law or equity. If the Corporation sues to enforce Sections
      3,
      4, 5 or 9 hereof and fails to prevail in such proceeding, the court shall award
      to the Executive his reasonable fees for his attorneys, the reasonable expenses
      of his witnesses, and any other reasonable expenses incurred in connection
      with
      the proceeding to the extent that the court determines that the Executive has
      prevailed in such proceeding.

     

    12. Arbitration.
      Any
      dispute or claim other than those referred to in Section 11, arising out of
      or
      relating to this Agreement or otherwise relating to the employment relationship
      between the Executive and the Corporation, shall be submitted to arbitration,
      in
      Fairfax County, Virginia, before a single arbitrator, in accordance with the
      rules of the American Arbitration Association as the exclusive remedy for such
      claim or dispute. The Executive and the Corporation agree that such arbitration
      will be confidential and no details, descriptions, settlements or other facts
      concerning such arbitration shall be disclosed or released to any third party
      without the specific written consent of the other party, unless required by
      law
      or court order or in connection with enforcement of any decision in such
      arbitration. Any damages awarded in such arbitration shall be limited to the
      contract measure of damages, and shall not include punitive damages. In any
      proceeding, whether commenced by the Executive or by the Corporation, the
      arbitrator shall award to the Executive his reasonable fees for his attorneys,
      the reasonable expenses of his witnesses, and any other reasonable expenses
      incurred in connection with the arbitration to the extent that the arbitrator
      determines that the Executive has prevailed in such proceeding.


    
      
        
        

      

      
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    13. Full
      Settlement.
      The
      Corporation’s obligation to make any payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Corporation may have against the Executive or others. In no event shall
      the
      Executive be obligated to seek other employment or take other action by way
      of
      mitigation of the amounts payable to the Executive under any of the provisions
      of this Agreement, and such amounts shall not be reduced whether or not the
      Executive obtains other employment.

     

    14. Severability.
      Should
      any provision of this Agreement be determined to be unenforceable or prohibited
      by any applicable law, such provision shall be ineffective to the extent, and
      only to the extent, of such unenforceability or prohibition without invalidating
      the balance of such provision or any other provision of this Agreement, and
      any
      such unenforceability or prohibition in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.

     

    15. Counterparts.
      This
      Agreement may be executed in any number of counterparts, and each such
      counterpart shall be deemed to be an original instrument, but all such
      counterparts together shall constitute one and the same instrument.

     

    16. Assignment.
      The
      Executive’s rights and obligations under this Agreement shall not be assignable
      by the Executive. The Corporation's rights and obligations under this Agreement
      shall not be assignable by the Corporation except as incident to the transfer,
      by merger or otherwise, of all or substantially all of the business of the
      Corporation in a transaction in which the successor entity remains obligated
      under, or by operation of law or otherwise assumes, the Corporation’s
      obligations under this Agreement. In the event of any such assignment by the
      Corporation, all rights of the Corporation hereunder shall inure to the benefit
      of the assignee.

     

    17. Notices.
      Any
      notice required or permitted under this Agreement shall be deemed to have been
      effectively made or given if in writing and personally delivered or sent by
      registered or certified U.S. mail, UPS or recognized overnight courier, properly
      addressed in a sealed envelope, with delivery charges prepaid. Unless otherwise
      changed by notice, notice shall be properly addressed to the Executive if
      addressed to:

     

    Dr.
      Edward H. Bersoff

    8322
      Woodlea Mill Road

    McLean,
      VA 22102


    
      
        
        

      

      
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    and
      properly addressed to the Corporation if addressed to:

    


    ATS
      Corporation

    7925
      Jones Branch Drive

    McLean,
      Virginia 22102

    Attention:
      Chairman of Compensation Committee

    


    18. 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 this Agreement
      with
      respect to the timing (but not the amount) of any payment to the extent
      necessary to comply with Section 409A and avoid application of any taxes,
      penalties or interest thereunder. Notwithstanding any provision of this
      Agreement to the contrary, if the Executive is a “specified employee” as defined
      in Section 409A, the Executive shall not be entitled to any payments upon Date
      of Termination until the earlier of (a) the date which is six (6) months after
      Date of Termination for any reason other than death, or (b) the date of the
      Executive’s death. Any amounts otherwise payable to the Executive following Date
      of Termination that are not so paid by reason of this Section 18 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 the Executive’s death). The provisions
      of this Section 18 shall only apply if, and to the extent, required to comply
      with Section 409A in a manner such that the Executive is not subject to
      additional taxes and/or penalties under Section 409A.

    


    19. Miscellaneous.
      Except
      for the separate agreement related to the award of restricted stock contemplated
      by Section 2(a), this Agreement constitutes the entire agreement, and terminates
      and supersedes all prior agreements, of the parties hereto relating to the
      subject matter hereof, and there are no written or oral terms or representations
      made by either party other than those contained herein, except that nothing
      contained in this Agreement shall invalidate or supersede the terms of any
      previously or subsequently granted stock options or other equity-based
      compensation arrangements (including without limitation the provisions thereof
      relating to post termination exercisability) to the extent that such stock
      options or arrangements provide more favorable terms to the Executive. The
      validity, interpretation, performance and enforcement of this Agreement shall
      be
      governed by the laws of the Commonwealth of Virginia, without giving effect
      to
      conflicts of laws principles. The headings contained herein are for reference
      purposes only and shall not in any way affect the meaning or interpretation
      of
      this Agreement.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
      Employment Agreement effective as of the day and year first above
      written.

     

    
      	
              EXECUTIVE:

            


    

     

    
      	 
	
              /s/
                Edward H. Bersoff

            
	
              Dr.
                Edward H. Bersoff

            


    

     

    
      	 
	
              CORPORATION:

            


    

     

    
      	
              ATS
                Corporation

            
	
              a
                Delaware Corporation

            
	 
	 
	
              By:
                

            	
              /s/
                Joseph A. Saponaro

            
	 	
              Joseph
                A. Saponaro

            
	 	
              Chairman,
                Compensation Committee 

            


    

     

    
      
        
        

      

      
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