Exhibit 10.13


AMENDED
AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT


THIS AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as
of June 22, 2007 by and between SI INTERNATIONAL, INC., a Delaware corporation
(the “Company”), and RAY J. OLESON  (the
“Executive”).


WHEREAS, the Executive
and the Company are parties to an Executive Employment Agreement, dated as of
July 24, 2002 (the “Original Agreement”);


WHEREAS, the Board of
Directors of the Company (the “Board”), by and through its Compensation
Committee, desires to amend the nature and amount of compensation and other
benefits to be provided to the Executive and any of the rights of the Executive
in the event of his termination of employment with the Company;


WHEREAS, the Executive is
willing to continue to serve the Company on the terms and conditions herein
provided; and


WHEREAS, in order to
effect the foregoing, the Company and the Executive wish to enter into this
Agreement under the terms and conditions set forth below.


NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises and the respective
covenants and agreements of the parties herein contained, the parties intending
to be legally bound, agree as follows:


1.             Employment.  The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to serve the Company, on the terms
and conditions set forth herein.


2.             Term.  The Executive’s employment pursuant to this
Agreement shall continue in effect through July 1, 2008; provided, however, that
commencing on July 1, 2008 and each July 1st thereafter, the Executive’s
employment pursuant to this Agreement shall automatically be extended for
additional one (1) year terms unless, not later than ninety (90) calendar days
prior to such date, the Company or the Executive shall have given written
notice that such party does not wish to extend the Executive’s employment
pursuant to this Agreement; and provided, further, that if a Change of Control
(as defined herein) of the Company shall have occurred during the original or
any extended term of the Executive’s employment pursuant to this Agreement, the
term of the Executive’s employment pursuant to this Agreement shall continue in
effect for a period of twelve (12) months beyond the month in which such Change
of Control occurred.


3.             Position and Duties.  During the Executive’s employment with the
Company pursuant to this Agreement, (i) the Executive shall serve as the
Executive Chairman of the Company and shall have such responsibilities and
authority as is customary for an Executive Chairman of a company of similar
size and nature as the Company, and (ii) the Executive shall serve as a
Director on the Board of Directors of the Company.


4.             Compensation, Benefits and
Related Matters.


(a)           Base Salary. 
During the Executive’s employment with the Company pursuant to this
Agreement, the Company shall pay to the Executive a salary at an initial rate
of













Three Hundred Thirty Thousand ($330,000) per annum in equal installments as nearly as
practicable on the normal payroll periods for employees of the Company
generally (the “Base Salary”). 
The Base Salary may be increased from time to time at the discretion of
the Board.


(b)           Performance-Based Bonus.  During the Executive’s employment with the
Company pursuant to this Agreement, the Executive shall be eligible to receive
a bonus following the end of each fiscal year in accordance with the
performance-based bonus plans established by the Board for senior executive
officers from time to time after taking into account the performance of the
Company and the Executive and such other facts and circumstances as the Board
may deem appropriate to consider.


(c)           Expenses. 
During the Executive’s employment with the Company pursuant to this
Agreement, the Executive shall be entitled to receive prompt reimbursement for
all reasonable expenses incurred by the Executive in performing services
hereunder, including, without limitation, all expenses for travel, all living
expenses while away from home on business or at the request of and in the
service of the Company, and all reasonable entertainment expenses.


(d)           Benefits.  During the Executive’s employment with the
Company pursuant to this Agreement, the Executive shall be entitled to
participate in all of the employee benefit plans and arrangements generally
provided from time to time to senior executive officers of the Company.  The Company may initiate, change and
discontinue any such plan or arrangement at any time.  Nothing paid to the Executive under any plan
or arrangement presently in effect or made available in the future shall be
deemed to be in lieu of any amounts payable to the Executive pursuant to this Section
4.


(e)           Compensation During Incapacity.  During the Executive’s employment with the
Company pursuant to this Agreement, for any period that the Executive fails to
perform the Executive’s full-time duties with the Company as a result of
incapacity due to physical or mental illness, the Company shall pay the
Executive’s Base Salary to the Executive at the rate in effect at the
commencement of any such period, together with all compensation and benefits
payable to the Executive under the terms of any compensation or benefit plan,
program or arrangement maintained by the Company during such period, until the
Executive’s employment is terminated by the Company for Disability.


5.             Termination.


(a)           The
Executive’s employment with the Company may be terminated by the Company (i) at
any time for Cause or without Cause; or (ii) if, as a result of the Executive’s
incapacity due to physical or mental illness, the Executive shall have been
absent from the full-time performance of the Executive’s duties with the
Company for three (3) consecutive months (a “Disability”).  The Executive’s employment with the Company
shall be terminated immediately upon the death of the Executive.  The Executive’s employment with the Company
may be terminated at any time by the Executive for Constructive Termination or
without Constructive Termination.



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(b)           Any
purported termination of the Executive’s employment by the Company or the
Executive (other than by reason of death) shall be communicated by written
Notice of Termination from one party hereto to the other in accordance with Section
19 hereof.


(c)           As
used herein:


(i)            A “Notice
of Termination” shall mean a notice that specifies the Date of Termination
and that, in the case of a termination by the Executive, shall indicate the
specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated and that, in the case of a termination by the Company, shall indicate
whether such termination is for Cause or without Cause.


(ii)           The
“Date of Termination” with respect to any purported termination of the
Executive’s employment shall mean (A) if the Executive’s employment is
terminated for Disability, thirty (30) days after Notice of Termination is
given (provided that the Executive shall not have returned to the full-time
performance of the Executive’s duties during such thirty (30) day period), (B)
if the Executive’s employment is terminated by reason of death, then the date
thereof, (C) if the Executive’s employment is terminated pursuant to Section
2 hereof, the date on which the Executive’s employment expires pursuant to
such section, and (D) if the Executive’s employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of
a termination by the Executive, shall not be less than thirty (30) nor more
than sixty (60) days from the date such Notice of Termination is given).


6.             Severance
Payments.


(a)           The Company shall pay the Executive the payments and
benefits set forth in this Section 6(a) upon any termination of the
Executive’s employment, including, without limitation, the nonextension of the
Executive’s employment by the Company pursuant to Section 2 hereof,
unless such termination is by the Company for Cause, by the Executive without
Constructive Termination or the nonextension of the Executive’s employment by
the Executive pursuant to Section 2 hereof:


(i)            The
Company shall pay as severance pay to the Executive an amount (the “Cash
Severance Amount”) equal to two (2) times the sum of (x) the Executive’s
Base Salary at the highest rate in effect prior to the Date of Termination,
plus (y) the full amount of the target level bonus for which the Executive is
eligible (or, if no such target level bonus exists, the maximum bonus,
performance and incentive compensation amounts for which the Executive is
eligible), calculated based upon the bonus period in which the Date of
Termination occurs and annualized to the extent that such bonus period does not
reflect a twelve (12) month period.  The
Company shall pay the Cash Severance Amount over the twenty-four (24) month
period immediately following the Date of Termination (the “Severance Period”),
in equal installments as nearly as practicable, on the normal payroll dates for
employees of the Company generally; provided  that, in the event
the aggregate portion of the Cash Severance Amount payable during the first six
(6) months of the Severance Period would exceed an amount (the “Minimum
Amount”) equal to two (2) times the lesser of (i) the Executive’s
annualized compensation as in effect for the calendar year immediately
preceding the calendar year during



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which the Executive’s termination of
employment occurs, or (ii) the maximum amount that may be taken into account
under a qualified plan pursuant to Section 401(a)(17) of the Internal Revenue
Code of 1986, as amended (the “Code”) for the calendar year during which
the Executive’s termination of employment occurs, then (x) the Company shall
pay a portion of the Cash Severance Amount equal to the Minimum Amount over the
first six (6) months of the Severance Period, in equal installments as nearly
as practicable, on the normal payroll dates for employees of the Company
generally and (y) the Company shall pay the remainder of the Cash Severance
Amount over the remaining eighteen (18) months of the Severance Period, in
equal installments as nearly as practicable, on the normal payroll dates for
employees of the Company generally. 
Notwithstanding the foregoing, in the event the Company terminates the
Executive’s employment without Cause or elects not to extend the Executive’s
employment pursuant to Section 2 hereof or the Executive resigns after a
Constructive Termination during the time period commencing with a written
agreement for a Change of Control (which transaction is ultimately consummated)
and ending two (2) years thereafter, the Company shall pay the Cash Severance
Amount in cash in a single lump sum payment within five (5) days of the Date of
Termination; provided  that, in the event the Cash Severance
Amount would exceed the Minimum Amount (as defined above), then a portion of
the Cash Severance Amount equal to the Minimum Amount shall be paid no later
than five (5) days after the Date of Termination, and the remainder of the Cash
Severance Amount shall be paid on the date that is one business day after the
date that is six (6) months after the Date of Termination.  In no event shall any payments under this
Section 6(a)(i) be made later than December 31 of the second (2nd) calendar
year following the calendar year during which the Date of Termination occurs.


(ii)           For
a twenty-four (24) month period after the Date of Termination, the Company
shall administer and pay for the Executive’s life, disability, accident and
health insurance benefits substantially similar to those which the Executive is
receiving immediately prior to the Notice of Termination.


(b)           Notwithstanding
any contrary provision in any agreement relating to the grant by the Company or
any of its affiliates of any option to acquire shares of the Company’s or any
affiliate’s capital stock pursuant to such entity’s stock option plans (“Stock
Options”) or the issuance of capital stock or other equity interests of any
such entity pursuant to a restricted stock agreement or similar arrangement (“Restricted
Stock”) (including in each case, without limitation, Stock Options and
Restricted Stock granted under the Company’s Amended and Restated Omnibus 2002
Stock Incentive Plan (the “Plan”)), if such Stock Options or Restricted
Stock held by the Executive are assumed or an equivalent option right
substituted by a successor corporation (or its affiliate) in a Corporate
Transaction (as defined in the Notice of Stock Option Grant or Notice of
Restricted Stock Bonus Award entered into under the Plan) or a Change of
Control (as defined below), then during the period commencing with a written
agreement for such Corporate Transaction or Change of Control (which
transaction is ultimately consummated) and ending two (2) years thereafter the
Company terminates the Executive’s employment without Cause or elects not to
extend the Executive’s employment pursuant to Section 2 hereof or the Executive
resigns after a Constructive Termination, all Stock Options and all shares of
Restricted Stock which have not yet become vested shall become vested in full
on the Date of Termination.  Stock
Options and Restricted Stock not so assumed or substituted by the successor
corporation in such Corporate Transaction shall be treated as provided in the
Plan or the agreements thereunder



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(or other plans and agreements applicable to such Stock Options or
Restricted Stock, as the case may be) with respect to Stock Options and
Restricted Stock that are not assumed or substituted in such Corporate
Transaction or Change of Control.


(c)           The payments provided in Section
6(a) shall be in addition to the payments and benefits set forth in Section
7 hereof.


7.             Compensation Other than
Severance Payments.  If the Executive’s
employment shall be terminated by him or the Company for any reason, the
Company shall (i) pay the Executive’s normal post-termination compensation and
benefits under, and in accordance with, the Company’s retirement, insurance and
other compensation or benefit plans or programs during such period, (ii) pay the Executive, no later than five (5)
days after the Date of Termination, an amount in cash equal to (A) the
Executive’s accrued but unpaid Base Salary through the Date of Termination,
plus (B) the amount of any unpaid bonus, performance and incentive compensation
which has been earned by the Executive for any fiscal period preceding the Date
of Termination in respect of which such compensation is paid or payable.


8.             Certain Definitions.


(a)           Cause.  “Cause” shall mean the following:


(i)            A good faith finding by the Board
that the Executive (w) has been convicted of a felony, (x) has been
convicted of a misdemeanor (excluding traffic violations) to the extent such
conviction could reasonably be considered to compromise the best interests of
the Company or any of its Subsidiaries or render the Executive unfit or unable
to perform his services and duties hereunder, (y) has committed any other
act or omission involving dishonesty, disloyalty or fraud with respect to the
Company or any of its Subsidiaries or any of their customers or suppliers, or
(z) has committed an act involving unlawful or disreputable conduct in the
context of Executive’s employment which is likely to be harmful to the Company
or its reputation;


(ii)           The continued failure by the
Executive to perform his duties in all material respects for the Company or any
of its Subsidiaries continuing for a period of 45 days following a demand for
such performance by the Board or a material breach by the Executive of his
obligations under this Agreement continuing uncured (if curable) for a period
of 45 days following notice from the Board (other than any such failure or
breach resulting from the Executive’s incapacity due to physical or mental
illness), which demand shall identify in reasonable detail the manner that that
Executive has not performed his duties or has breached his obligations (as
applicable) and give the Executive an opportunity to respond.  The foregoing shall not be construed to
include the Executive’s failure to achieve financial or operating objectives and
goals established by the Board; or


(iii)          A good faith finding by the Board that
the Executive engaged in (x) misconduct materially injurious to the Company or
any of its Subsidiaries or their reputation or (y) gross negligence or willful
misconduct which has a material adverse effect on the Company or any of its
Subsidiaries.



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(b)           Change
of Control.  A “Change of Control”
shall be deemed to occur if (i) there shall be consummated (x) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Company’s
Common Stock would be converted into cash, securities or other property, other
than a merger of the Company in which the holders of the Company’s Common Stock
immediately prior to the merger hold more than fifty percent (50%) of the
voting power of the surviving corporation immediately after the merger, or (y)
any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all, or substantially all, of the assets of the
Company, or (ii) the stockholders of the Company shall approve any plan or
proposal for liquidation or dissolution of the Company, or (iii) any person (as
such term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”))  shall become the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of
the Company’s outstanding Common Stock other than pursuant to a plan or
arrangement entered into by such person and the Company, or (iv) within any
twenty-four (24) month period, the following individuals cease for any reason
to constitute a majority of the number of directors then serving on the Board:
individuals who, on the date hereof, constitute the Board and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a
consent solicitation relating to the election of directors of the Company)
whose appointment or election by the Board or nomination for election by the
Company’s shareholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
on the date hereof or whose appointment, election or nomination for election
was previously so approved or recommended.


(c)           Common
Stock.  “Common Stock” shall
mean the Company’s Common Stock, par value $0.01 per share.


(d)           Constructive
Termination.  “Constructive
Termination” shall mean the occurrence, without the Executive’s written
consent, of any of the following circumstances unless such circumstances are
fully corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:


(i)            The
assignment to the Executive of any duties materially inconsistent with the
Executive’s position, authority, duties or responsibilities (including status,
offices, effective titles and reporting structures) in effect immediately prior
to such assignment, or any other action by the Company which results in the
material diminishment of such position, authority, duties or status as Chief
Executive Officer of the Company or a substantial adverse alteration in the
nature or status of the Executive’s responsibilities;


(ii)           The
relocation of the Executive’s principal place of employment to a location
outside of the Washington, D.C. metropolitan area or the Company’s requiring
the Executive to be based anywhere other than such principal place of
employment (or permitted relocation thereof) except for required travel on the
Company’s business to an extent substantially consistent with the Executive’s
present business travel obligations; or


(iii)          A
material breach of this Agreement by the Company (which shall in any event
include, without limitation, the failure by the Company to pay to the Executive
any



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portion of the Executive’s then Base Salary or allocated bonus,
incentive or other form of compensation or to pay to the Executive any portion
of an installment of deferred compensation under any deferred compensation
program of the Company, within seven (7) days of the date such compensation is
due, and any reduction in the Base Salary).


The Executive’s
right to terminate the Executive’s employment as a result of Constructive
Termination shall not be affected by the Executive’s incapacity due to physical
or mental illness.  The Executive’s
termination of employment shall not be considered to be for Constructive
Termination unless the
Executive first provides written notice to the Company within ninety (90) days
following the effective date of such event, and the Company has been provided a
period of at least thirty (30) days after receipt of the Executive’s notice
during which to rescind or otherwise remedy the actions, events, or
circumstances described in the Executive’s notice.


(e)           Subsidiary.  “Subsidiary” shall mean
any corporation of which the Company owns securities having a majority of the
ordinary voting power in electing the board of directors directly or through
one or more subsidiaries.


9.             D&O
Insurance; Indemnification.


(a)           To
the fullest extent permitted by applicable law, the Company shall indemnify the
Executive against all expenses (including reasonable attorneys’ fees), judgments,
fines, and amounts paid in settlement, as actually and reasonably incurred by
the Executive in connection with any threatened or pending action, suit, or
proceeding, whether civil, criminal, administrative, or investigative that the
Executive is made a party to by reason of the fact that he is or was performing
services as an officer or director of the Company.  Such indemnification shall continue as to the
Executive even if he has ceased to be an employee, officer, or director of the
Company and shall inure to the benefit of his heirs and estate.


(b)           Any
costs, fees or expenses incurred by the Executive relating to indemnification
under the Company’s Certificate of Incorporation, as amended, or the Company’s
Bylaws, as amended, shall be paid by the Company in advance as soon as
practicable but not later than three business days after receipt of written
request of the Executive; provided that the Executive shall undertake to repay
such amount to the extent that it is ultimately determined by a court of
competent jurisdiction that the Executive is not entitled to
indemnification.  Subject to applicable
law, the Executive’s right to indemnification or advances from the Company
shall be enforceable by the Executive in any court of competent jurisdiction.  The burden of proving that indemnification or
advances are not appropriate shall be on the Company.


(c)           The provisions of this Section 9
are in addition to, and not in derogation of, the indemnification provisions of
the Company’s Certificate of Incorporation, as amended, the Company’s Bylaws,
as amended, and the Indemnification Agreement between the Company and the
Executive (the “Indemnification Agreement”).


10.           No Mitigation.  The Company agrees that, if the Executive’s
employment is terminated hereunder, the Executive is not required to seek other
employment or to attempt in any way to reduce any amounts payable to the
Executive by the Company.  Furthermore,
the



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amount of any payment
provided hereunder shall not be reduced by any compensation earned by the
Executive.


11.           Confidential Information.  The Executive acknowledges that the
information, observations and data obtained by him while employed by the
Company or any Subsidiary (including those obtained prior to the date of this
Agreement concerning the business or affairs of the Company, or any of its
Subsidiaries (collectively, “Confidential Information”)) are the
property of the Company and such Subsidiaries. 
Therefore, the Executive agrees that he shall not (during his employment
with the Company or at any time thereafter) disclose to any unauthorized person
or use for his own purposes any Confidential Information without the express
prior written consent of the Board, unless and to the extent that the
aforementioned matters: (a) become generally known to and available for use by
the public other than as a result of the Executive’s acts or omissions or (b)
are required to be disclosed by judicial process or law.  The Executive shall deliver to the Company at
the termination of his employment, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes,
printouts and software and other documents and data (and copies thereof)
relating to the Confidential Information, Work Product (as defined below) or the
business of the Company or any Subsidiary which he may then possess or have
under his control.


12.           Inventions and Patents.  The Executive hereby assigns to the Company
all right,-title and interest to all patents and patent applications, all
inventions, innovations, improvements, developments, methods, designs,
analyses, drawings, reports and all similar or related information (in each
case whether or not patentable), all copyrights and copyrightable works, all
trade secrets, confidential information and know-how, and all other
intellectual property rights that are conceived, reduced to practice, developed
or made by the Executive while employed by the Company and its Subsidiaries and
that (i) relate to the Company’s or any Subsidiary’s actual or anticipated
business, research and development or existing or future products or services;
or (ii) are conceived, reduced to practice, developed or made using any
material equipment, supplies, facilities, assets or resources of the Company or
any Subsidiary (including but not limited to any intellectual property rights)
(“Work Product”).  The Executive
shall promptly disclose such Work Product to the Board and perform all actions
reasonably requested by the Board (whether during his employment with the
Company or at any time thereafter) to establish and confirm the Company’s
ownership (including, without limitation, assignments, consents, powers of
attorney, applications and other instruments).


13.           Noncompetition.  In further consideration of the compensation
to be paid to the Executive hereunder, the Executive acknowledges that in the
course of his employment with the Company he has become and shall become
familiar with the Company’s trade secrets and with other Confidential
Information concerning the Company and its Subsidiaries and that his services
have been and shall be of special, unique and extraordinary value to the
Company and its Subsidiaries.  Therefore,
the Executive agrees that, during the Executive’s employment with the Company
and for six (6) months thereafter (collectively the “Noncompete Period”),
he shall not, without prior express written consent of the Board, directly or
indirectly (whether for compensation or otherwise) own or hold any interest in,
manage, operate, control, participate in, consult with, render services for, or
in any manner participate in any business engaged in any of the businesses or
services provided by the Company or its Subsidiaries during the employment with
the Company or the Noncompete Period (a “Competing Company”) or otherwise
competing



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with the businesses of
the Company or its Subsidiaries, either as a general or limited partner,
proprietor, common or preferred shareholder, officer, director, agent,
employee, consultant, trustee, affiliate or otherwise.  The Executive acknowledges that the Company’s
and its affiliates’ businesses are conducted nationally and internationally and
agrees that the provisions in this Section 13 shall operate throughout
the United States and the world.  Nothing
herein shall prohibit the Executive from being a passive owner of not more than
five percent (5%) of the outstanding securities of any publicly traded company
that constitutes a Competing Company, so long as the Executive has no active
participation in the business of such company.


14.           Non-Solicitation.  During the Executive’s employment with the
Company and for twelve (12) months thereafter (collectively the “Nonsolicit
Period”), the Executive shall not directly or indirectly through another
entity (i) induce or attempt to induce any employee of the Company or any
Subsidiary to leave the employ of the Company or such Subsidiary, or in any way
interfere with the relationship between the Company or any Subsidiary and any
employee thereof, (ii) hire any person who was an employee of the Company or
any Subsidiary at any time during the twenty-four (24) months preceding the
Date of Termination of the Executive, or (iii) induce or attempt to induce
any customer, developer, client, member, supplier, licensee, licensor,
franchisee or other business relation of the Company or any Subsidiary to cease
doing business with the Company or such Subsidiary, or in any way interfere
with the relationship between any such customer, developer, client, member,
supplier, licensee or business relation and the Company or any Subsidiary
(including, without limitation, making any negative statements or
communications about the Company or any Subsidiary).


15.           Enforcement.  If, at the time of enforcement of any of Sections
11 through 14, a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties agree that the maximum duration, scope or area reasonable under
such circumstances shall be substituted for the stated duration, scope or area
and that the court shall be allowed to revise the restrictions contained herein
to cover the maximum period, scope and area permitted by law.  Because the Executive’s services are unique
and because he has access to Confidential Information and Work Product, the
parties hereto acknowledge and agree that money damages would not be an
adequate remedy for any breach of this Agreement.  Therefore, in the event of a breach or
threatened breach of this Agreement, the Company or its successors or assigns
may, in addition to other rights and remedies existing in their favor, apply to
any court of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce or prevent any violations of the provisions
hereof (without posting a bond or other security).  In addition, in the event of an alleged
breach or violation by the Executive of any of Sections 11 through 14,
the Noncompete Period and the Nonsolicit Period shall be tolled until such
breach or violation has been duly cured.  The Executive agrees that the restrictions
contained in Sections 11 through 14 are reasonable.


16.           Successors; Binding Agreement.


(a)           Successors.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company, by
agreement in form and substance reasonably satisfactory to the Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such



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succession had taken place.  As
used in this Agreement, “Company” shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
executes and delivers the agreement provided for in this Section 16 or
which otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law.


(b)           Binding
Agreement.  This Agreement and all
rights of the Executive hereunder shall inure to the benefit of and be
enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If the Executive should die while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive’s devisee, legatee, or other designee
or, if there be no such designee, to the Executive’s estate.


17.           Representations.  The Executive hereby represents and warrants
to the Company that: (a) the execution, delivery and performance of this
Agreement by the Executive and the execution of the Company’s business plan by
the Executive do not and will not conflict with, breach, violate or cause a
default under any agreement, contract or instrument to which the Executive is a
party or any judgment, order or decree to which the Executive is subject, (b)
this Agreement constitutes the legal, valid and binding obligation of the
Executive, enforceable in accordance with its terms, (c) the Executive has not
and will not take any action that will conflict with, violate or cause a breach
of any noncompete, nonsolicitation or confidentiality agreement to which the
Executive is a party or by which the Executive is bound and (d) the Executive
is a resident of the Commonwealth of Virginia. 
The Executive hereby acknowledges and represents that he has carefully
reviewed this Agreement, that he has consulted with independent legal counsel
regarding his rights and obligations under this Agreement (or, after carefully
reviewing this Agreement, was given the opportunity to, but has freely decided
not to, consult with independent legal counsel), and that he fully understands
the terms and conditions contained herein.


18.           Certain Payments.  Anything in this Agreement to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive (whether
paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional
payments required under this Section 18) (each a “Payment”, and
collectively, “Payments”) would be subject to the excise tax imposed by
Section 4999 of the Code or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereinafter collectively referred to as the “Excise
Tax”), then the Executive shall be entitled to receive an additional
payment (an “Additional Payment”) in an amount such that after payment
by the Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income taxes (and
any interest and penalties imposed with respect thereto) and Excise Tax imposed
upon the Additional Payment, the Executive retains an amount of the Additional
Payment equal to the Excise Tax imposed upon the Payments.


19.           Notice.  All notices and other communications provided
for herein shall be in writing and shall be deemed to have been duly given,
delivered and received (a) if delivered personally or (b) if sent by registered
or certified mail (return receipt requested) postage prepaid,



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or by courier
guaranteeing next day delivery, in each case to the party to whom it is
directed at the following addresses (or at such other address for any party as
shall be specified by notice given in accordance with the provisions hereof,
provided that notices of a change of address shall be effective only upon
receipt thereof).  Notices delivered
personally shall be effective on the day so delivered, notices sent by registered
or certified mail shall be effective three (3) days after mailing, and notices
sent by courier guaranteeing next day delivery shall be effective on the next
day after deposit with the courier:


	
     

  	
   

  	
  If to the Executive:

  	
  Ray J. Oleson

  	
   

  
	
     

  	
   

  	
     

  	
  89 Plantation Drive

  	
   

  
	
     

  	
   

  	
     

  	
  Hilton Head Island, SC 29928

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
     

  	
   

  	
  If to the Company:

  	
  SI International, Inc.

  	
   

  
	
     

  	
   

  	
     

  	
  12012 Sunset Hills Road, Suite
  800

  	
   

  
	
     

  	
   

  	
     

  	
  Reston, Virginia 20190-5869

  	
   

  



 


20.           Prior Agreement. The Original
Agreement is hereby superseded and terminated effective as of the date hereof
and shall be without further force or effect.


21.           Miscellaneous.  No provisions of this Agreement may be
modified, waived or discharged, unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and a duly authorized officer
of the Company.  No waiver by either
party hereto at any time of any breach by the other hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement.  The use herein of the
masculine, feminine or neuter forms shall also denote the other forms, as in
each case the context may require.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the Commonwealth of Virginia, without regard to its
conflict of laws provisions.  All amounts
payable to the Executive as compensation hereunder shall be subject to
customary withholding by the Company. 
The Company and the Executive shall reasonably cooperate with respect
to, and may jointly amend or modify the Agreement in any mutually agreeable
manner to provide for, the application and effects of Section 409A of the Code
and any related regulatory or administrative guidance issued by the Internal
Revenue Service.


22.           Validity.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.


23.           Survival.  Notwithstanding any termination of the
Executive’s employment under this Agreement, Sections 6 through 24
hereof shall survive and continue in full force until the performance of the
obligations thereunder, if any, in accordance with their respective terms.



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24.           Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


[Signatures appear on following page]



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IN WITNESS
WHEREOF, the parties have executed this Agreement on the date and year first
above written.


	
  

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SI INTERNATIONAL, INC.,

  
	
   

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ S. Bradford Antle

  
	
   

  	
   

  	
  Name: S. Bradford Antle

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Ray J. Oleson

  
	
   

  	
   

  	
  Ray J. Oleson

  



 



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