Exhibit
10.39

     

    ATS
CORPORATION

    RESTRICTED
SHARE AGREEMENT

     

    This
Restricted Share Agreement (this “Agreement”) is by and
between ATS Corporation, a Delaware corporation (the “Corporation”), and
Jack Tomarchio (the “Participant”), a
director of the Corporation or one or more of its subsidiaries, and is effective
as of September 4, 2008 (the “Effective
Date”).

     

    1.           Award of Restricted
Shares.  Subject to the provisions of the ATS Corporation 2006
Omnibus Incentive Compensation Plan (the “Plan”) and this
Agreement, the Corporation hereby grants to the Participant 40,000 shares (the
“Award”) of the
Corporation’s common stock, par value $0.0001 per share (the “Common Stock”), to
which the restrictions referred to in Section 2 (the “Vesting Conditions”)
attach (the “Restricted
Shares”).

     

    2.           Vesting
Conditions.

     

    (a)           Vesting
Schedule.  The 40,000 Restricted Shares shall be initially
unvested (the unvested shares of Restricted Shares are referred to in this
Agreement as the “Unvested Shares”) and
shall vest, if at all, as provided in this Section 2 over the period ending
September 4, 2013 (the “Vesting Period”).
Except as otherwise expressly provided in section 2(c) below, twenty percent
(20%) of the Restricted Shares shall vest upon each anniversary of the Effective
Date, provided
that the Participant is serving as a director of the Corporation on such date
(each, a “Vesting
Date”).

     

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

     

    (c)           Other
Vesting.  Notwithstanding anything to the contrary contained in
this Section 2, all of the Restricted Shares shall vest immediately upon a
“Change of Control,” as defined below, at any time prior to the satisfaction of
the Vesting Conditions. For purposes of this Agreement, a “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 (1) 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, (2) a complete liquidation
      or dissolution of the Corporation, or (3) a sale or transfer of all or
      substantially all of the assets of the
  Corporation.

            


    

     

    3.           Rights During Vesting
Period.  The Participant generally does not have the rights and
privileges of a stockholder as to the Restricted Shares to be distributed until
he has become the holder of such Restricted Shares.  Further,
notwithstanding any other provision hereof, the following restrictions shall
apply to shares of Restricted Shares prior to satisfaction of the Vesting
Conditions as to those shares:  (a) the Participant shall not be
entitled to delivery of a certificate for the Restricted Shares until the
satisfaction of the Vesting Conditions; (b) none of the Restricted Shares
may be sold, assigned, transferred (except by will or the laws of descent and
distribution), pledged or otherwise encumbered prior to satisfaction of the
Vesting Conditions; and (c) except as otherwise expressly provided herein
and in the Plan, the Participant shall forfeit and immediately transfer back to
the Corporation without payment all of the Restricted Shares, and all rights of
the Participant to such Restricted Shares shall terminate without further
obligation on the part of the Corporation, if and when the Participant ceases to
be a director of the Corporation prior to the satisfaction of the Vesting
Conditions.  As a condition of the Award, the Corporation may require
the Participant to deliver to the Corporation a duly signed stock power,
endorsed in blank, with respect to the shares of Common Stock subject to the
Award.

     

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

     

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


    
      
         


      

      
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    6.           Adjustments for Changes in
Capitalization and Similar Events.  The committee of the
Corporation designated by the Board of Directors to administer the Plan (the
“Committee”)
has the discretion to make an adjustment to the Restricted Shares in the event
the Corporation engages in a dividend or other distribution (whether in the form
of cash, shares, other securities or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase or exchange of shares or other securities of
the Corporation, issuance of warrants or other rights to purchase shares or
other securities of the Corporation, or other similar
transactions.  If such an adjustment is deemed appropriate or
desirable by the Committee, then it may adjust any or all of the terms of this
Agreement, including (i) the number of Restricted Shares or other securities of
the Corporation (or number and kind of other securities or property) subject to
this Agreement; or (ii) make provision for a cash payment to the Participant in
consideration for the cancellation of such Award.

     

    7.           Miscellaneous.

     

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

     

    
      	
               
      

            	
              (i)

            	
              if
      to the Corporation, at:

            


    

    


    ATS
Corporation

    7925
Jones Branch Drive

    McLean,
VA 22102

    Attn:  Chief
Executive Officer

     

    
      	
               
      

            	
              (ii)

            	
              if
      to the Participant, at the address shown on the signature page
      hereof,

            


    

    


    subject
to the right of either party, by written notice hereunder, to designate at any
time hereafter some other address.

     

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

     

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


    
      
         


      

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

     

    (e)           Withholding.  Prior
to the expiration of the Vesting Period as to particular shares of Restricted
Shares, the Participant shall make arrangements with the Corporation to pay or
otherwise satisfy any Federal, state and local tax withholding requirements with
respect to such shares.  The Corporation shall, to the extent
permitted by law, have the right to deduct from any payment of any kind
otherwise due to the Participant any Federal, state and local taxes required by
law to be withheld or collected with respect to the Award.

     

    (f)           Corporation’s
Rights.  The existence of the Restricted Shares shall not
affect in any way the right or power of the Corporation or its stockholders to
make or authorize any or all adjustments, recapitalizations, reorganizations or
other changes in the Corporation’s capital structure or its business, or any
merger or consolidation of the Corporation, or any issue of bonds, debentures,
preferred or other stocks with preference ahead of or convertible into, or
otherwise affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of the Corporation, or any sale or transfer of all or any part of
the Corporation’s assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

     

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

     

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

     

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

     

    (j)           Entire
Agreement.  This Agreement contains the entire agreement
between the parties with respect to the Restricted Shares granted
hereunder.  Any oral or written agreements, representations,
warranties, written inducements, or other communications made prior to the
execution of this Agreement with respect to the Restricted Shares granted
hereunder shall be void and ineffective for all purposes.  The
foregoing sentence is not intended to apply to, void or in any way affect the
employment and related agreements by and between the Company and the Participant
or the terms, conditions, rights and obligations of the parties
thereto.

    


    (k)           Amendment.  This
Agreement may be amended from time to time by the written mutual consent of the
parties hereto.


    
      
         


      

      
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    (l)           Successors and
Assigns.  The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns
and be binding upon the Participant and the Participant’s legal representatives,
heirs, legatees, distributees, assigns and transferees by operation of law,
whether or not any such person has become a party to this Agreement or has
agreed in writing to join herein and to be bound by the terms, conditions and
restrictions hereof.

    


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

     

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

     

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

     

    [Signature
Page Follows]


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the Effective Date.

     

    
      
        
          
            
              
                
                  
                    	
                            ATS CORPORATION

                          
	 	 
	 
      	 
      
	
                            By:

                          	
                            /s/
      Pamela Little

                          
	
                            Name:

                          	
                            Pamela
      Little

                          
	
                            Title:

                          	
                            Executive
      Vice President and Chief Financial Officer

                          
	 
      	 
      
	
                            PARTICIPANT:

                          
	 
      
	
                            /s/
      Jack Tomarchio

                          
	
                            Jack
      Tomarchio

                          
	 
      
	
                            Address
      for Notices:

                          
	 
      
	
                            200
      Eagle Road, Suite 308

                          
	
                            Wayne,
      PA
19087

                          


                  

                

              

            

          

        

      

    


    
      
         


      

      
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