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Employment Agreement

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).

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 starts on a mutually agreeable date, but no later than June 7, 2006 and shall thereafter continue for an indefinite term subject to the termination provisions as provided in Section 7 below.

Employee shall be employed in the position and at its Head Office as set forth on the signature page hereof, reporting to Silvano Ghirardi (the Manager). Employee shall undertake and render such services as may from time to time be assigned to him by the Manager. 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 Manager.

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), which shall be subject to a salary review on an annual basis, 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. Employee shall be entitled to such other compensation as may be set forth on Schedule A Supplemental Compensation and Benefits Arrangements.

The Company shall make available to Employee, during the term of employment, employee benefits (such as vacation and insurance) made generally available by the Company to its employees, provided that Employee qualifies for such benefits, plus, if applicable, any other

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or different benefits set forth on Schedule A Supplemental Compensation and Benefits Arrangements.

6. Expenses

The Company shall pay or reimburse Employee for reasonable out-of-pocket expenses required by the Company in connection with the performance of the services provided under this Agreement, upon presentation of appropriate documentation and in compliance with the Companys expense policies in place from time to time.

7. Termination of Employment

Employees employment may be terminated as follows, in which event Employees compensation and benefits shall terminate except as otherwise provided below:

(a) By Company Without Cause

Company may terminate Employees employment at any time, with or without Cause (as defined below) or advance notice, subject to the provisions contained herein in cases of termination without cause and to those contained in sub-Sections (e) and (f) below in cases of a Change in Control . If Company terminates Employees employment when neither Cause nor permanent disability exists, Company shall be obligated to continue to pay to Employee Employees then-current base monthly salary as provided in Section 4 and provide the benefits pursuant to Section 5, but not any other compensation or supplemental benefits provided pursuant to Schedule A Supplemental Compensation and Benefits Arrangements, for a period equal to the Notice Period (as hereinafter defined), on regular payroll days subject to normal payroll deductions, subject, however to the Employee complying with the provisions of this Agreement during such Notice Period, including without limitation the provisions of Sections 8 (Confidentiality), 9 (Return Of Confidential Records), 10 (Assignment Of Inventions), 11 (Noncompetition), and 12 (Non-Solicitation). The Notice Period provided in this Sub-Section (a) shall be a period equal to one month for each full year of service the Employee has with the Company as of the date of termination, subject to a minimum Notice Period of twelve months and a maximum Notice Period of eighteen months regardless of age or length of service. The Notice Period provided herein is intended to be inclusive of all other notice of termination or severance entitlements to which the Employee may be entitled.

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