Attached files
| file | filename |
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| 8-K - ATS CORP | v205772_8k.htm |
ATS
Corporation
7925
Jones Branch Drive
McLean,
VA 22102
December
15, 2010
Dr.
Edward H. Bersoff
7925
Jones Branch Dr.
McLean,
VA 22102
Dear
Ed,
We are
pleased that you have agreed to serve ATS Corporation (the “Corporation”) as the
non-executive Chairman of its Board of Directors (the “Board”). This
letter confirms the terms of your service as non-executive Chairman, to take
effect on January 1, 2011 and to continue until June 30, 2012 or the date of the
Corporation’s 2012 annual stockholders’ meeting, whichever is later, provided that your
service as non-executive Chairman of the Board will also terminate upon the
effective date of a “Change in Control” (as defined on Exhibit A
hereto) if earlier than the later of June 30, 2012 or the date of the
Corporation’s 2012 annual stockholders’ meeting. The date of
termination of your service as non-executive Chairman of the Board pursuant to
the preceding sentence is hereinafter referred to as the “Termination Date.”
You will remain within Class I of the Board, currently slated for re-election in
2012. Your term as a director shall continue subject to the
provisions of this letter or until your successor is duly elected and
qualified.
Duties
As
the non-executive Chairman, you will be expected to attend and chair Board and
stockholder meetings and carry out the other duties normally expected of the
chairman of a board of directors. You will also serve on such
committees of the Board as determined from time to time by the
Board. You agree to spend such time as may be reasonably necessary to
perform the duties of the non-executive Chairman of the Board, subject to the
below description of transition arrangements.
Remuneration and
Benefits
The fee for your services as the
non-executive Chairman of the Board (including service on any Board Committees)
will be $13,333.33 per month, which will be paid quarterly in advance on the
first business day of each calendar quarter.
As
non-executive Chairman, you will also be eligible to receive the same equity
award grants as other members of the Board.
The
Corporation will provide you and your dependents with the opportunity to
participate in the same health care plans and on the same terms as it provides
to executives of the Corporation through the Termination
Date. Thereafter, you and your dependents shall be entitled to
benefits under the Corporation’s health care plans in accordance with Federal
COBRA law requirements. If for any reason you are not able to participate in the
Corporation’s health plans as contemplated by this paragraph, the Corporation
will pay to you quarterly in advance an amount equivalent to the premium cost
that would have otherwise been borne by the Corporation under this
paragraph.
The Corporation will reimburse you for
any reasonable expenses that you may incur in connection with performing your
duties as non-executive Chairman.
Transition
Arrangements
In order to facilitate transition
arrangements, the Corporation will maintain an office for you at the
Corporation’s headquarters offices (which may not be the same office as you
occupied prior to January 1, 2011) until July 1, 2011. However, we
have agreed that, except as otherwise requested by the Chief Executive Officer,
between January 1, 2011 and April 30, 2011 you will not be expected to be in the
Corporation’s offices more than two days per week. Following April
30, 2011 you will visit the Corporation’s offices in connection with Board and
Board Committee meetings and responsibilities and at the reasonable request of
the Chief Executive Officer
Non-Competition/Nonsolicitation
(a) Non-Competition. You
agree that, for a period ending eighteen (18) months after the Termination Date
(the “Non-Competition
Period”), you 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; (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 date
hereof or during the Non-Competition Period; or (iii) any future service of the
Corporation as to which you materially and substantially participated in the
design or enhancement. Nothing in this clause (a) shall be
interpreted to prohibit you from continuing to serve as a non-employee member of
the board of directors of services companies that may compete with the
Corporation.
(b) Non-Solicitation of
Employees. During the Non-Competition Period, you will not
(for your 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.
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(c) Reasonableness. You
acknowledge 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 and nature of your service with the Corporation;
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 you 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.
No
Assignment
Because
of the personal nature of the services to be rendered by you, this agreement may
not be assigned by you without the prior written consent of the
Corporation.
Governing
Law
All questions with respect to the
construction and/or enforcement of this agreement, and the rights and
obligations of the parties hereunder, shall be determined in accordance with the
law of the Commonwealth of Virginia applicable to agreements made and to be
performed entirely in the Commonwealth of Virginia.
Entire
Agreement; Amendment; Waiver; Counterparts
With the
exception of provisions of your Amended and Restated Employment Agreement
that remain in effect following December 31, 2010, this agreement expresses the
entire understanding with respect to the subject matter hereof and supersedes
and terminates any prior oral or written agreements with respect to the subject
matter hereof. Any term of this agreement may be amended, and
observance of any term of this agreement may be waived, only with the written
consent of the parties hereto. Waiver of any term or condition of
this agreement by any party shall not be construed as a waiver of any subsequent
breach or failure of the same term or condition or waiver of any other term or
condition of this agreement. The failure of any party at any time to
require performance by any other party of any provision of this agreement shall
not affect the right of any such party to require future performance of such
provision or any other provision of agreement. This agreement may be
executed in separate counterparts each of which will be an original and all of
which taken together will constitute one and the same agreement, and may be
executed using facsimile signatures, and a facsimile signature shall be deemed
to be the same, and equally enforceable, as an original of such
signature.
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Upon your review and acceptance of the
above terms, please execute and return this letter to my attention.
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Sincerely,
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/s/
Joel R. Jacks
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Joel
R. Jacks
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Chair,
Compensation Committee
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Agreed
as of December 15, 2010:
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/s/
Dr. Edward H. Bersoff
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Dr.
Edward H. Bersoff
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EXHIBIT
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 (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.