Attached files
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| EX-10.1 - ATS CORP | v205772_ex10-1.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 15,
2010
ATS
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51552
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11-3747850
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(State
or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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7925 Jones Branch Drive, McLean,
Virginia
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22102
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (571)
766-2400
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On
December 15, 2010, Dr. Edward H. Bersoff, the Chairman, President and
Chief Executive Officer of ATS Corporation (the “Company”), resigned from his
role as President and Chief Executive Officer of the Company, effective December
31, 2010. He will continue to serve as the Non-Executive Chairman of
the Board of Directors of the Company.
The
Company previously announced Dr. Bersoff’s transition to the position of
Non-Executive Chairman of the Board of Directors on October 19, 2010, when also
announcing that Sidney E. Fuchs was elected as the President and Chief Executive
Officer of the Company effective January 1, 2011.
Dr.
Bersoff’s current Employment Agreement dated March 19, 2007, as amended
(incorporated by reference to Exhibit 10.1 on Form 10-Q filed August 7, 2009),
will terminate on December 31, 2010, except for customary provisions to remain
intact covering trade secrets, return of property and discoveries and
works.
Item
8.01 Other
Events
On
December 15, 2010, Dr. Bersoff entered into a chairman agreement (the
“Agreement”) with the Company effective January 1, 2011 pursuant to which he
will serve as the Company’s Non-Executive Chairman of the Board of Directors
until the later of June 30, 2012 or the Company’s 2012 annual stockholders’
meeting (or any earlier change in control of the Company). The terms
of the Agreement provide for (i) monthly payments of $13,333.33, paid quarterly,
(ii) eligibility to receive future equity award grants comparable to other
members of the Board, and (iii) health insurance consistent with that of Company
executives through the termination date. The Agreement also
provides for a post termination eighteen-month non-solicitation and
non-competition term. A copy of the Agreement between Dr.
Bersoff and the Company is filed hereto as Exhibit 10.1.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
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10.1
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Chairman
Agreement with Dr. Edward H. Bersoff dated December 15,
2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: December
16, 2010
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ATS
CORPORATION
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By:
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/s/ Dr. Edward H.
Bersoff
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Dr.
Edward H. Bersoff
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Chairman,
President and
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Chief
Executive Officer
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