AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“ Agreement ”), originally executed as of the 19th day of March, 2007, and amended on the 4 ^th 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:

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