Exhibit 10.17


 


STOCK ESCROW
AGREEMENT


 


STOCK ESCROW AGREEMENT, dated as of                                       ,
2005 (“Agreement”), by and among FEDERAL SERVICES ACQUISITION CORPORATION, a
Delaware corporation (“Company”), JOEL R. JACKS, PETER M. SCHULTE, EDWARD H.
BERSOFF, ARTHUR L. MONEY and FSAC PARTNERS, LLC (collectively “Initial
Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New
York corporation (“Escrow Agent”).


 


WHEREAS, the Company has entered into an Underwriting
Agreement, dated                 ,
2005 (“Underwriting Agreement”), with CRT Capital Group LLC (the “Underwriter”),
pursuant to which, among other matters, the Underwriter has agreed to purchase
21,000,000 units (“Units”) of the Company. 
Each Unit consists of one share of the Company’s Common Stock, par value
$.0001 per share, and two Warrants, each Warrant to purchase one share of
Common Stock, all as more fully described in the Company’s final Prospectus,
dated                               ,
2005 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1
(File No. 333-                    )
under the Securities Act of 1933, as amended (“Registration Statement”),
declared effective on                               ,
2005 (“Effective Date”).


 


WHEREAS, the Initial Stockholders have agreed as a
condition of the sale of the Units to deposit their shares of Common Stock of
the Company, as set forth opposite their respective names in Exhibit A
attached hereto (collectively “Escrow Shares”), in escrow as hereinafter
provided.


 


WHEREAS, the Company and the Initial Stockholders
desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held
and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1.             Appointment
of Escrow Agent.  The Company and the
Initial Stockholders hereby appoint the Escrow Agent to act in accordance with
and subject to the terms of this Agreement and the Escrow Agent hereby accepts
such appointment and agrees to act in accordance with and subject to such
terms.


 


2.             Deposit
of Escrow Shares.  On or before the
Effective Date, each of the Initial Stockholders shall deliver to the Escrow
Agent certificates representing his respective Escrow Shares, to be held and
disbursed subject to the terms and conditions of this Agreement.  Each Initial Stockholder acknowledges that
the certificate representing his Escrow Shares is legended to reflect the
deposit of such Escrow Shares under this Agreement.


 


3.             Disbursement
of the Escrow Shares.  The Escrow
Agent shall hold the Escrow Shares until the third anniversary of the Effective
Date (“Escrow Period”), on which date it shall, upon written instructions from
each Initial Stockholder, disburse each of the Initial Stockholder’s Escrow
Shares to such Initial Stockholders; provided, however, that if the Escrow
Agent is notified by the Company pursuant to Section 6.7 hereof that the
Company is being liquidated at any time during the Escrow Period, then the
Escrow Agent shall promptly destroy the certificates


 





















 


representing the Escrow Shares; provided further, however, that if,
after the Company consummates a Business Combination (as such term is defined
in the Registration Statement), it (or the surviving entity) subsequently
consummates a liquidation, merger, stock exchange or other similar transaction
which results in all of the stockholder of such entity having the right to
exchange their shares of Common Stock for cash, securities or other property,
then the Escrow Agent will, upon receipt of a certificate, executed by the
Chief Executive Officer or Chief Financial Officer of the Company, in form
reasonably acceptable to the Escrow Agent, that such transaction is then being
consummated, and release the Escrow Shares to the Initial Stockholders upon
consummation of the transaction so that they can similarly participate.  The Escrow Agent shall have no further duties
hereunder after the disbursement or destruction of the Escrow Shares in
accordance with this Section 3.


 


4.             Rights
of Initial Stockholders in Escrow Shares.


 


4.1.          Voting
Rights as a Stockholder.  Subject to
the terms of the Insider Letter described in Section 4.4 hereof and except
as herein provided, the Initial Stockholders shall retain all of their rights
as stockholders of the Company during the Escrow Period, including, without limitation,
the right to vote such shares.


 


4.2.          Dividends
and Other Distributions in Respect of the Escrow Shares.  During the Escrow Period, all dividends
payable in cash with respect to the Escrow Shares shall be paid to the Initial
Stockholders, but all dividends payable in stock or other non-cash property (“Non-Cash
Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof.  As used herein, the
term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.


 


4.3.          Restrictions
on Transfer.  During the Escrow
Period, no sale, transfer or other disposition may be made of any or all of the
Escrow Shares except (i) by gift to a member of Initial Stockholder’s
immediate family or to a trust, the beneficiary of which is an Initial
Stockholder or a member of an Initial Stockholder’s immediate family, (ii) by
virtue of the laws of descent and distribution upon death of any Initial
Stockholder, or (iii) pursuant to a qualified domestic relations order; provided,
however, that such permissive transfers may be implemented only upon the
respective transferee’s written agreement to be bound by the terms and
conditions of this Agreement and of the Insider Letter signed by the Initial
Stockholder transferring the Escrow Shares. 
During the Escrow Period, the Initial Stockholders shall not pledge or
grant a security interest in the Escrow Shares or grant a security interest in
their rights under this Agreement.


 


4.4.          Insider
Letters.  Each of the Initial
Stockholders has executed a letter agreement with the Company, dated as
indicated on Exhibit A hereto, and which is filed as an exhibit to the
Registration Statement (“Insider Letter”), respecting the rights and
obligations of such Initial Stockholder in certain events, including but not
limited to the liquidation of the Company.


 


2





















 


5.             Concerning
the Escrow Agent.


 


5.1.          Good
Faith Reliance.  The Escrow Agent
shall not be liable for any action taken or omitted by it in good faith and in
the exercise of its own best judgment, and may rely conclusively and shall be
protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent), statement,
instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which is believed by
the Escrow Agent to be genuine and to be signed or presented by the proper
person or persons.  The Escrow Agent
shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement unless evidenced by a writing
delivered to the Escrow Agent signed by the proper party or parties and, if the
duties or rights of the Escrow Agent are affected, unless it shall have given
its prior written consent thereto.


 


5.2.          Indemnification.  The Escrow Agent shall be indemnified and
held harmless by the Company from and against any expenses, including counsel
fees and disbursements, or loss suffered by the Escrow Agent in connection with
any action, suit or other proceeding involving any claim which in any way,
directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Shares held by it
hereunder, other than expenses or losses arising from the gross negligence or
willful misconduct of the Escrow Agent. 
Promptly after the receipt by the Escrow Agent of notice of any demand
or claim or the commencement of any action, suit or proceeding, the Escrow
Agent shall notify the other parties hereto in writing.  In the event of the receipt of such notice,
the Escrow Agent, in its sole discretion, may commence an action in the nature
of interpleader in an appropriate court to determine ownership or disposition
of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
appropriate court or it may retain the Escrow Shares pending receipt of a
final, non-appealable order of a court having jurisdiction over all of the
parties hereto directing to whom and under what circumstances the Escrow Shares
are to be disbursed and delivered.  The
provisions of the Sections 5.2 and 5.7 shall survive in the event the Escrow
Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3.          Compensation.  The Escrow Agent shall be entitled to
reasonable compensation from the Company for all services rendered by it
hereunder.  The Escrow Agent shall also
be entitled to reimbursement from the Company for all expenses paid or incurred
by it in the administration of its duties hereunder including, but not limited
to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or
other governmental charges.


 


5.4.          Further
Assurances.  From time to time on and
after the date hereof, the Company and the Initial Stockholders shall deliver
or cause to be delivered to the Escrow Agent such further documents and
instruments and shall do or cause to be done such further acts as the Escrow
Agent shall reasonably request to carry out more effectively the provisions and
purposes of this Agreement, to evidence compliance herewith or to assure itself
that it is protected in acting hereunder.


 


5.5.          Resignation.  The Escrow Agent may resign at any time and
be discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and


 


3





















 


such resignation shall become effective as hereinafter provided.  Such resignation shall become effective at
such time that the Escrow Agent shall turn over to a successor escrow agent
appointed by the Company, the Escrow Share held hereunder.  If no new escrow agent is so appointed within
the 60 day period following the giving of such notice of resignation, the
Escrow Agent may deposit the Escrow Shares with any court it reasonably deems
appropriate.


 


5.6.          Discharge
of Escrow Agent.  The Escrow Agent
shall resign and be discharged form its duties as escrow agent hereunder if so
requested in writing at any time by the Company and a majority of the Initial
Shareholders, jointly, provided, however, that such resignation shall become
effective only upon acceptance of appointment by a successor escrow agent as
provided in Section 5.5.


 


5.7.          Liability.  Notwithstanding anything herein to the
contrary, the Escrow Agent shall not be relieved from liability hereunder for
its own gross negligence or its own willful misconduct.


 


5.8.          Trust
Fund Waiver.  The Escrow Agent has no
right, title, interest, or claim of any kind (“Claim”) in or to any monies in
the Trust Account (as defined in that certain Investment Management Trust
Agreement, dated as of the date hereof, by and between the Company and
Continental Stock Transfer & Trust Company, as trustee of the Trust
Account), and hereby waives any Claim it may have in the future in or to any
monies in the Trust Account, and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account
for any reason whatsoever.


 


6.             Miscellaneous.


 


6.1.          Governing
Law.  This Agreement shall for all
purposes be deemed to be made under and shall be construed in accordance with
the laws of the State of New York.


 


6.2.          Third
Party Beneficiaries.  Each of the
Initial Stockholders hereby acknowledges that the Underwriter is a third party
beneficiary of this Agreement and this Agreement may not be modified or changed
without the prior written consent of CRT.


 


6.3.          Entire
Agreement.  This Agreement contains
the entire agreement of the parties hereto with respect to the subject matter
hereof and, except as expressly provided herein, may not be changed or modified
except by an instrument in writing signed by the party to be charged.


 


6.4.          Headings.  The headings contained in this Agreement are
for reference purposes only and shall not affect in any the meaning or
interpretation thereof.


 


6.5.          Binding
Effect.  This Agreement shall be
binding upon and inure to the benefit of the respective parties hereto and
their legal representatives, successors and assigns.


 


6.6.          Notices.  Any notice or other communication required or
which may be given hereunder shall be in writing and either be delivered
personally or be mailed, certified or registered mail, or by private national
courier service, return receipt requested, postage prepaid,


 


4





















 


and shall be deemed given when so delivered personally or, if mailed,
two days after the date of mailing, as follows:


 


If to the Company, to


 


Federal
Services Acquisition Corporation


900
Third Avenue, 33rd Floor


New
York, NY  10022-4775


Attn:  Chairman


 


If to a Stockholder, to his address set forth in Exhibit A.


 


and if to the Escrow Agent, to:


 


Continental
Stock Transfer & Trust Company


17
Battery Place


New
York, NY  10004


Attn:  Chairman


 


A copy of any notice sent hereunder shall be sent to:


 


Gusrae,
Kaplan & Bruno, PLLC


120
Wall Street


11th
Floor


New
York, NY  10005


Attn:  Scott M. Miller, Esq.


 


and:


 


CRT
Capital Group LLC


262
Harbor Drive


Stanford,
CT 06902


Attn:  Christopher Chase, Managing Director


 


and:


 


Bingham
McCutchen LLP


399
Park Avenue


New
York, NY 10022


Attn:  Floyd Wittlin, Esq.


 


and:


Dechert
LLP


30
Rockefeller Plaza


New
York, NY  10112


Attn:  Gerald Adler, Esq.


 


5





















 


The parties may change the persons and addresses to
which the notices or other communications are to be sent by giving written
notice to any such change in the manner provided herein for giving notice.


 


6.7.          Liquidation
of Company.  The Company shall give
the Escrow Agent written notification of the liquidation and dissolution of the
Company in the event that the Company fails to consummate a Business
Combination within the time period(s) specified in the Prospectus.


 


6





















 


WITNESS the execution of this Agreement as of the date
first above written:


 


	
   

  	
  FEDERAL SERVICES
  ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Joel R. Jacks,

  
	
   

  	
   

  	
  Chief Executive Officer and President

  
	
   

  	
   

  
	
   

  	
  INITIAL
  STOCKHOLDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PETER M. SCHULTE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JOEL R. JACKS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EDWARD M.
  BERSOFF

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARTHUR L. MONEY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FSAC PARTNERS,
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  CONTINENTAL
  STOCK TRANSFER & TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


7





















 


EXHIBIT A


 


	
  Name and Address of

  Initial Stockholder

  	
   

  	
  Number

  of Shares

  	
   

  	
  Stock Certificate Number

  	
   

  	
  Date of

  Insider Letter

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joel R. Jacks

  	
   

  	
  1,732,500

  	
   

  	
  1

  	
   

  	
                    ,
  2005

  	
   

  
	
  Peter M. Schulte

  	
   

  	
  1,732,500

  	
   

  	
  2

  	
   

  	
                    ,
  2005

  	
   

  
	
  Dr. Edward
  H. Bersoff

  	
   

  	
  525,000

  	
   

  	
  3

  	
   

  	
                    ,
  2005

  	
   

  
	
  Arthur L. Money

  	
   

  	
  52,500

  	
   

  	
  4

  	
   

  	
                    ,
  2005

  	
   

  
	
  FSAC Partners,
  LLC

  	
   

  	
  1,207,500

  	
   

  	
  5

  	
   

  	
                    ,
  2005

  	
   

  



 


A-1