Unassociated Document


     

    Exhibit
10.1

     

    AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

     

    THIS
EMPLOYMENT AGREEMENT (“Agreement”),
originally executed as of the 19th day of March, 2007, and amended on the 4th day of
August, 2008 is hereby amended this 5th day of May, 2009 by and between ATS
Corporation, a Delaware corporation (the “Corporation”), and
Dr. Edward H. Bersoff, a resident of the State of Maryland (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 Corporation and the Executive amended the agreement on August 4, 2008 to
extend the term and make certain other revisions to the terms of such employment
relationship; and

     

    WHEREAS,
the parties desire to further extend the term of the Executive’s service as
Chief Executive Officer through December 31, 2011; and

     

    WHEREAS,
the Executive and the Corporation wish to formalize such extension 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, Chief Executive Officer, and 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, 2011 (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
corporation’s Chairman, Chief Executive Officer and President .  The
Executive’s offices shall be located at the Corporation’s headquarters building
in McLean, Virginia.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (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.  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 CEO 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 Employment 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.  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.

     

    (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, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 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.

     

    (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 18, the Corporation shall pay to the Executive (i) a
severance benefit equal to the Executive’s then applicable CEO Base Compensation
for a period of twelve (12) months following the termination of employment if
the termination takes place during the Employment  Period (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 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.

     

    (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, or (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; 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 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.

     

    (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.

     

    (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.

     

    (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.

     

    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

    7710
Woodmont Ave., Unit 1210

    Bethesda,
MD  20814

    


    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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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/
      Dr. Edward H. Bersoff

                                    	 
	 
      	
                                      Dr.
      Edward H. Bersoff

                                    	 
	 
      	 
	
                                      CORPORATION:

                                    	 
	 
      	 
	 
      	
                                      ATS
      Corporation

                                    	 
	 
      	
                                      a
      Delaware Corporation

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	
                                                      By:

                                                    	
                                                      /s/
      Joseph A. Saponaro

                                                    	 
	 	 	
                                                      Joseph
      A. Saponaro

                                                    	 
	 	 	
                                                      Chairman,
      Compensation Committee

                                                    	 


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
5

     

    Inventions
Owned by Executive

     

    None