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Executive Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made and entered into as of the Execution Date set forth on the signature page hereof, by and between ATS Automation Tooling Systems Inc. (the Company) and the undersigned employee (the Employee).

WHEREAS the Company has offered to the Employee the position of Chief Executive Officer of the Companys combined operations in the field of manufacturing and distribution of solar power products, collectively, the ATS Solar Group, as defined below.

NOW, THEREFORE, in consideration of Employees employment and in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

The Company hereby employs Employee on a full time basis, commencing effective as of the Commencement Date of this Agreement set forth on the signature page hereof (Commencement Date) and Employee hereby accepts such employment, upon the terms and conditions of this Agreement.

This agreement shall constitute an employment agreement for an indefinite term, subject only to the termination provisions set out below.

Employee shall be employed in the position set forth on the signature page hereof, reporting to an advisory board of directors to be established for the ATS Solar Group (the Board). Employee shall undertake and render such services as may from time to time be assigned to him by the Board. Employee shall devote his full business time to the Company and to its affairs. Employee will at all times conduct himself in accordance with the internal management controls adopted by the Company from time to time and will perform no services, nor enter into any contracts for commercial purposes outside the Company except by written consent of the Board.

4. Re-organization of ATS Solar Group

The parties confirm that the ATS Solar Group currently consists of a number of different and segregated entities and operations, which are either directly or indirectly controlled and majority owned by the Company, including: (i) Photowatt International S.A., based in France; (ii) Matrix Solar Technologies Inc., based in the United States; (iii) Spheral Solar Power Inc. an Ontario company holding certain intellectual property relating to Spheral Solar technology; and (iv) and an operating division of the Company, Spheral Solar Power Division, located in Cambridge. It is the intention of the Company to combine these various businesses under a single legal entity, or as separate divisions under a single legal entity, at some point in the future, which resulting entity shall be referred to herein as New Solar Co.. In connection with such re-organization, the employment of the Employee and this Employment Agreement

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may be assigned by the Company to New Solar Co. and such assignment or transfer will not be construed as a termination of employment for the purposes of the termination provisions of this Agreement. The parties also confirm that such transfer may involve a re-organization of the reporting relationship of Employee and/or a reorganization of the Board, neither of which shall be construed as a material variation to the terms of the Employees employment. In the case of such assignment or transfer of this Employment Agreement to New Solar Co., all references to Company herein shall be deemed to be changed to New Solar Co. as the context requires.

5. Compensation

For services rendered by Employee under this Agreement, the Company agrees to pay Employee and Employee agrees to accept an annual base salary in the amount set forth on the signature page hereof (unless otherwise specified in Schedule A Supplemental Compensation and Benefits Arrangements hereto), less all amounts required by law to be withheld, deducted or collected, payable in accordance with the Companys payroll policies, as such policies may be changed from time to time. On an annual basis, Employees base salary may be increased by the Company in its discretion based on an annual performance review. Any bonus provisions set out in Schedule A Supplemental Compensation and Benefits Arrangements may be modified by the Company in its discretion from time to time. Employee shall be entitled to such other compensation as may be set forth on Schedule A Supplemental Compensation and Benefits Arrangements.

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