EXHIBIT 10.1



  
 Exhibit 10.1

  
 2005 DEFERRED COMPENSATION PLAN 
  
 FOR KEY EMPLOYEES OF 
  
 SRA INTERNATIONAL, INC. 
  
 (Effective as of February 1, 2005) 
  









 2005 DEFERRED COMPENSATION PLAN 
 FOR KEY EMPLOYEES OF 
 SRA INTERNATIONAL, INC. 
  
 In recognition of the services provided to SRA International, Inc. (the
“Company”) by certain officers, key management and highly compensated employees, the Company maintains the 2005 Deferred Compensation Plan for Key Employees of SRA International, Inc. (the “Plan”) to offer such employees
opportunities to defer receipt of a portion of their compensation, including any incentive bonuses, payable to them by the Company until the time set forth herein and to provide such employees with retirement benefits that would otherwise be
unavailable by reason of certain restrictive provisions of law applicable to the Company’s 401(k) Plan. In order to defer taxation to the date of distribution, amounts deferred by Participants in the Plan must be credited to an irrevocable
“rabbi trust” under applicable Internal Revenue Service guidelines, and such amounts would be subject to the general creditors of the Company until distributed to Participants. The Plan shall be effective February 1, 2005 (the
“Effective Date”) under the terms and conditions hereinafter set forth. 
  









 TABLE OF CONTENTS 
  

			
	 	  	Page


	 Article 1 Definitions and Construction
	  	1
		
	 Article 2 Benefits
	  	4
		
	 Article 3 Distributions to Participants
	  	6
		
	 Article 4 Death Benefits
	  	9
		
	 Article 5 Vesting
	  	10
		
	 Article 6 Funding
	  	11
		
	 Article 7 Administration
	  	12
		
	 Article 8 Amendment and Termination
	  	16
		
	 Article 9 Miscellaneous
	  	17

  
  

 -i- 








 ARTICLE 1 
  

DEFINITIONS AND CONSTRUCTION 
  
 Sec. 1.01 Definitions. Whenever used in this Plan: 
  

“Account” means the entire interest of a Participant in the Plan. 
  
 “Affiliate” means any firm, partnership, or corporation in which SRA International, Inc. possesses an
ownership interest, directly or indirectly through one or more intermediaries, and has been designated as such by a resolution of the Board of Directors of SRA International, Inc. or its designee; provided that an “Affiliate” shall only be
considered as such for the period that such relationship with SRA International, Inc. shall exist. 
  
 “Beneficiary” means any individual or entity designated by a Participant pursuant to Section 4.02 to receive death benefits described in
Section 4.01 subsequent to the Participant’s death. 
  
 “Board” means the Board of Directors or other governing body of the Company. 
  
 “Change in Control” shall be deemed to have occurred if (i) as a result of any transaction, another person or entity (the
“Acquiror”), acquires voting stock of the Company in an aggregate amount so as to enable the Acquiror to exercise more than 50% of the voting power of the Company, (ii) an unrelated Acquiror (as defined in applicable Treasury guidance)
acquires all or substantially all of the assets of the Company, or (iii) upon the consummation of a merger or consolidation to which the Company is a party, the voting stock of the Company outstanding immediately prior to consummation of the merger
or consolidation is converted into cash or securities possessing less than 50% of the voting power of the surviving corporation. 
  
 “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute of similar nature and purpose. 
  
 “Company” means SRA International, Inc. and such
subsidiaries of SRA International, Inc. as designated by the Board, in its sole discretion, as the participating employers of this Plan. For purposes of any forms or documents, including compensation deferral election forms, that are prepared in
connection with the implementation of this Plan, any reference to the Company or SRA International, Inc. shall be deemed to include the reference to the subsidiaries of SRA International, Inc. that are designated by the Board as participating
employers of this Plan. 
  
 “Compensation
Deferral” means the amount or amounts of a Participant’s Total Compensation deferred under the provisions of Article 2 of this Plan. 
  
 “Deferred Compensation Committee” means the Deferred Compensation Committee as established by the Company. 
  









 “Eligible Employee” means an Employee who is an officer, senior principal or certain
other members of management or highly compensated employees as determined by the Company from time to time, and who is eligible to participate in the Plan as designated by the Plan Administrator in its sole discretion. 
  
 “Employee” means any individual employed by the Company (as
determined in accordance with the personnel policies and practices of the Company). 
  
 “401(k) Plan” means the Company’s 401(k) Plan. 
  
 “Hardship” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the
Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. 
  
 “Normal
Retirement Age” means the later of (1) the Participant’s 65th birthday or (2) the Participant’s date of Separation from Service. 
  
 “Participant” means (a) any Eligible Employee who makes a Compensation Deferral pursuant to Section 2.01 hereof, or (b) any former
Eligible Employee who has a balance in his or her Account greater than zero and who either (1) continues to be employed by the Company, or (2) has a vested interest in his or her Account pursuant to Article 5 which has not been distributed pursuant
to Article 3 or 4. 
  
 “Plan” means the 2005
Deferred Compensation Plan for Key Employees of SRA International, Inc. 
  
 “Plan Administrator” means the individual designated as the administrator of the Plan by the Board or, if such position is vacant, the Company. 
  
 “Plan Year” means the calendar year. 
  
 “Separation from Service” means, for any Participant, cessation of employment with the Company or an
Affiliate due to reasons other than death, including Total Disability or any absence that causes him or her to cease to be employed by the Company or an Affiliate. Notwithstanding the preceding sentence, a transfer of employment from the Company to
an Affiliate, from an Affiliate to the Company, or from an Affiliate to an Affiliate shall not constitute a “Separation from Service.” 
  
 “Specified Employee” means a key employee of the Company (as defined in section 416(i) of the Code without regard to paragraph (5)
thereof) while the Company is traded on an established securities market or otherwise. 
  

 -2- 








 “Total Compensation” means the total sum of (1) the base salary (including any
compensation deferrals made under the 401(k) Plan, section 125 plan maintained by the Company, and this Plan) and (2) any incentive bonuses, paid by the Company to an Employee during the applicable period. 
  
 “Total Disability” means the Participant (a)
is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months;
or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering employees of the Company. 
  
 “Valuation Date” means any day upon which the Plan Administrator makes valuations of the Account. 
  
 Sec. 1.02 Gender and Number. The masculine pronoun shall
include the feminine; the singular shall include the plural; and vice versa. 
  

 -3- 








  
 ARTICLE 2 

 
 BENEFITS 
  
 Sec. 2.01 Participant Compensation Deferral Amounts.

  
 (a) Subject to paragraph (d), each Eligible Employee may
elect in writing to receive a portion of his or her future base salary, as determined in paragraph (b), as deferred compensation, subject to such rules and procedures as the Plan Administrator deems appropriate. In all events, each such election
shall be made once every Plan Year by the end of December that is immediately prior to the Plan Year with respect to which the base salary is earned. Notwithstanding the foregoing, with respect to the Participant’s first Plan Year, an Eligible
Employee may make a written election, within 30 days after becoming eligible to participate in the Plan, to receive a portion of his or her base salary to be earned following such election, as deferred compensation. In addition, each Eligible
Employee may elect in writing to receive a portion of his or her future bonus paid by the Company, as determined under paragraph (b), as deferred compensation, subject to such rules and procedures as the Plan Administrator deems appropriate. Each
election to defer a portion of the bonus shall be made once with respect to each Plan Year prior to the beginning of the fiscal year to which the bonus relates. 
  

(b) An Eligible Employee’s Compensation Deferral amount to be credited under the Plan, for a Plan Year, shall not exceed fifty percent (50%) of
his or her base salary and one hundred percent (100%) of his or her bonus for that Plan Year, reduced by any amounts withheld for the payment of taxes or other deductions required by law. 
  
 (c) Subject to such reasonable rules as may be prescribed by the Plan Administrator, the base salary deferral amounts
credited under this Section 2.01 shall be credited to a Participant’s Account on a semi-monthly basis, and the bonus deferral amounts credited under this Section 2.01 shall be credited to the Participant’s Account on an annual basis, as
determined by the Plan Administrator in its sole discretion. 
  
 (d) An Eligible Employee may elect, in writing on a form prescribed by the Plan Administrator, not to participate in the Plan with respect to any Plan Year; provided, however, that such election shall not be retroactive in effect.

  
 Sec. 2.02 Investment of Account. 
  
 (a) (1) For purposes of measuring the investment returns of his or her
Account, a Participant may select, from the investment funds selected by the Plan Administrator and approved by the Company, the investment media in which all or part of his or her Account shall be deemed to be invested. 
  
 (2) The Participant shall make an investment designation in
a manner permitted by the Plan Administrator (including by electronic communication) which shall remain 

  

 -4- 








 
effective until another valid direction has been made by the Participant as herein provided. The Participant may amend his or her investment designation at
such other time or times as determined by the Plan Administrator in its sole discretion. A timely change to a Participant’s investment designation shall become effective on the next business day. 
  
 (3) The investment media deemed to be made available to the
Participant, and any limitation on the maximum or minimum percentages of the Participant’s Account that may be deemed to be invested in any particular medium, shall be the same as from time-to-time communicated to the Participant by the Plan
Administrator. 
  
 (b) Except as provided below, the
Participant’s Account shall be deemed to be invested in accordance with his or her investment designations, provided such designations conform to the provisions of this Section. If - 
  
 (1) the Participant does not furnish the Plan Administrator
with complete, written investment instructions, or 
  
 (2) the written investment instructions from the Participant are unclear, 
  
 then all interests in the Participant’s Account shall be deemed invested in the Fidelity Retirement Money Market Fund. Notwithstanding the above, the Plan Administrator, in its sole discretion, may disregard the Participant’s
election and determine that all interests in the Account shall be deemed to be invested in a particular or a mixture of the investment funds selected by the Plan Administrator. 
  
 Sec. 2.03. Valuation of Account. 
  
 (a) The Company shall establish a bookkeeping Account to which will be credited an amount equal to the Participant’s
Compensation Deferral made under this Plan. Compensation Deferral shall be allocated to the Account on the first business day following the date such Compensation Deferral is withheld from the Participant’s Total Compensation. The Account shall
be reduced to reflect any distributions from such Account. Such reductions shall be allocated to the Account as of the date such distributions are made. 
  
 (b) As of each Valuation Date, income, gain and loss equivalents (determined as if the Account is invested in the manner set forth under Section 2.02,
hereof) attributable to the period following the next preceding Valuation Date shall be credited to and/or deducted from the Participant’s Account. 
  

 -5- 








  
 ARTICLE 3 

 
 DISTRIBUTIONS TO PARTICIPANTS 
  
 Sec. 3.01 Distribution Upon Attainment of Normal Retirement
Age. Distributions from a Participant’s Account due to the Participant’s attainment of his or her Normal Retirement Age (or, depending on the Participant’s election at the time of deferral, his or her Separation from Service,
if later) shall be paid in a cash lump sum unless the Participant elects, at the time of his or her initial deferral election in accordance with Section 2.01 above, in such manner as determined by the Plan Administrator, to receive equal annual
installments over a specified period. Such election shall be irrevocable, except as provided in Section 3.04 or 3.05 below. The payment shall commence as soon as administratively feasible following the date the Participant attains his or her Normal
Retirement Age. Notwithstanding the foregoing, a Participant who is employed by the Company may make an irrevocable election to defer commencement of such payment for a period of at least five (5) years, provided such election is made at least one
year prior to the date the Participant is to begin receiving payments pursuant to this Section 3.01. Further, notwithstanding the foregoing, upon the Participant’s attainment of Normal Retirement Age, if all unpaid amounts in the
Participant’s Account do not exceed twenty five thousand dollars ($25,000), all unpaid amounts in the Participant’s Account as of such date shall be paid in a lump sum in accordance with the applicable terms of the Plan. 
  
 Sec. 3.02 Distribution Upon Separation from Service.
Notwithstanding the Participant’s election for a later distribution under Sections 3.01 or 3.03, upon a Participant’s Separation from Service prior to his or her Normal Retirement Age, the Account balance of the Participant shall be paid
in a cash lump sum unless the Participant irrevocably elects, at the time of his or her initial deferral election in accordance with Section 2.01 above, in such manner as determined by the Plan Administrator, to receive equal annual installments
over a specified period; provided, however, that the preceding sentence shall not apply if the Participant has elected a distribution upon attainment of his or her Normal Retirement Age and has not revoked such election at the time of his or her
Separation from Service. Such election shall be irrevocable, except as provided in Section 3.04 or 3.05 below. The payment shall commence as soon as administratively feasible following the date of the Participant’s Separation from Service.
Further, notwithstanding the foregoing, upon the Participant’s Separation from Service, if all unpaid amounts in the Participant’s Account do not exceed twenty five thousand dollars ($25,000), all unpaid amounts in the Participant’s
Account as of such date shall be paid in a lump sum in accordance with the applicable terms of the Plan. 
  
 Sec. 3.03 In-Service Distribution. Notwithstanding anything to the contrary under this Plan, a Participant may elect, at the time of his or
her initial deferral election in accordance with Section 2.01 above, in such manner as determined by the Plan Administrator, to receive his or her Account balance on a fixed date, provided such date follows the Participant’s deferral election
by at least two (2) years. Such distribution shall be made in a cash lump sum, unless the Participant elects, at the same time and in the same manner as the election 

  

 -6- 








 
referenced in the preceding sentence, to receive equal annual installments over a specified period. Further, notwithstanding the foregoing, a Participant who
has made an election under this Section 3.03 may elect to defer receipt of his or her Account balance on a previously selected fixed date or dates, for a period of at least five (5) years, provided such election is made at least one year prior to
the date the Participant is to begin receiving payments pursuant to this Section 3.03. The elections referenced in the preceding three sentences shall be irrevocable, except as provided in Section 3.04 or 3.05 below. The payment shall commence as
soon as administratively feasible following the above referenced anniversary dates. Notwithstanding the foregoing, upon the above referenced anniversary dates, if all unpaid amounts in the Participant’s Account do not exceed twenty five
thousand dollars ($25,000), all unpaid amounts in the Participant’s Account as of such date shall be paid in a lump sum in accordance with the applicable terms of the Plan. 
  
 Sec. 3.04 Distribution Upon a Change in Control. Notwithstanding anything to the contrary under this Plan, a
Participant’s vested interest in his or her Account shall be distributed in cash in one lump sum upon the occurrence of a Change in Control. The payment shall commence as soon as administratively feasible, but not later than thirty (30) days
after the effective date of the Change in Control. 
  
 Sec. 3.05
Withdrawals On Account of Hardship. In accordance with section 409A(a)(2)(A)(vi) of the Code and the applicable guidance and regulations promulgated thereunder, prior to the date a Participant becomes entitled to a distribution under
Section 3.01, 3.02, 3.03 or 3.04 a Participant may request, and the Plan Administrator, in its sole and absolute discretion, may approve, a withdrawal in the form of a single sum of all or a portion of the Participant’s Account balance on
account of a Hardship. The Plan Administrator may request the Participant to provide such information as it deems necessary and proper for it to determine the existence of a Hardship. The Plan Administrator shall review the Participant’s
request and determine the extent, if any, to which such request is justified. Any such withdrawal shall be limited to an amount which does not exceed the amount necessary to satisfy such Hardship, plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution, after taking into account the extent to which such Hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the participant’s assets (to the
extent the liquidation of such assets would not itself cause severe financial hardship); provided that such amount shall not exceed the amount of benefit to which the Participant would be entitled if his or her employment were terminated.

  
 Notwithstanding the foregoing, a Participant may not request a
withdrawal on account of a Hardship under this Section 3.05 before he or she has exhausted all sources of funds available to him or her through distribution, withdrawal or loan under the Company’s 401(k) plan. 
  
 Sec. 3.06 Offset to Distributions. Notwithstanding anything to
the contrary hereunder, if a Participant owes any amounts to the Company at the time the distribution of his or her Account balance first becomes due, the Company reserves the right to offset such amounts against the amount of the Participant’s
Account balance, subject to any applicable laws. For 

  

 -7- 








 
purposes of this Section 3.06, the offset shall be applied so as to include any fines, penalties, damages or any other amounts (including attorneys’
fees) imposed on or paid by the Company as a result of any criminal investigation, arrest or indictment of the Participant for conduct that took place during the Participant’s employment as an employee of the Company. 
  
 Sec. 3.07 Distributions to Specified Employees. In accordance
with section 409A(a)(2)(B)(i) of the Code and the applicable guidance and regulations promulgated thereunder, notwithstanding anything to the contrary hereunder, distributions to Specified Employees as a result of a Separation from Service may not
be made before the date which is 6 months after the date of Separation from Service (or, if earlier, the date of death of the Specified Employee). 
  

 -8- 








 ARTICLE 4 
  

DEATH BENEFITS 
  
 Sec. 4.01 Distribution of Account Upon Death of Participant. In the event of a Participant’s death prior to the complete distribution
of his or her Account pursuant to Article 3, the value of the Participant’s remaining Account under the Plan shall be paid to the Participant’s Beneficiary in cash in a single sum as soon as administratively practicable following the
completion of the first valuation of the Participant’s Account pursuant to Section 2.03 which coincides with or next follows the Participant’s death. 
  

Sec. 4.02 Designation of Beneficiary. For purposes of Section 4.01 hereof, the Participant’s Beneficiary shall be the person or
persons so designated by the Participant in a written instrument submitted to the Plan Administrator. In the event the Participant fails to properly designate a Beneficiary, his or her Beneficiary shall be the Participant’s surviving spouse or,
if none, his or her estate. 
  

 -9- 








 ARTICLE 5 
  

VESTING 
  
 Sec. 5.01 Vesting of Account. A Participant shall be fully vested in his or her Account at all times. 
  

 -10- 








  
 ARTICLE 6 

 
 FUNDING 
  
 Sec. 6.01 Funding of Benefits. The Board may, but shall not be
required to, authorize the establishment of a trust by the Company to serve as the funding vehicle for the benefits described in Articles 2 and 4 hereof. Any such trust shall satisfy the requirements of section 409A of the Code. In any event, the
obligation of the Company hereunder shall constitute a general, unsecured obligation, payable solely out of general assets, and no Participant shall have any right to any specific assets of the Company. 
  

 -11- 








  
 ARTICLE 7 

 
 ADMINISTRATION 
  
 Sec. 7.01 Plan Administrator. The individual designated by the
Board as the administrator of the Plan shall be the Plan Administrator for purposes of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”). However, if such position is vacant, the Company shall be
the Plan Administrator. 
  
 Sec. 7.02 Duties and Powers of
Plan Administrator. The Plan Administrator shall have full power and authority to construe, interpret and administer this Plan and may, to the extent permitted by law, make factual determinations, correct defects, supply omissions and
reconcile inconsistencies to the extent necessary to effectuate the Plan and, subject to Section 7.03, the Plan Administrator’s actions in doing so shall be final and binding on all persons interested in the Plan. The Plan Administrator may
from time to time adopt rules and regulations governing the operation of this Plan and may employ and rely on such legal counsel, such actuaries, such accountants and such agents as it may deem advisable to assist in the administration of the Plan.

  
 Sec. 7.03 Claims Procedure. 
  
 (a) The Company will advise each Participant and Beneficiary of any benefits
to which he or she is entitled under the Plan. If any person believes that the Company has failed to advise him or her of any benefit to which he or she is entitled, he or she may file a written claim with the Plan Administrator. If the claim is
wholly or partially denied, the Plan Administrator will provide the claimant with a written or electronic notification of the Plan’s adverse determination. 
  
 (1) This written or electronic notification must be provided to the claimant within a reasonable period of
time, but not later than 90 days after the receipt of the claim by the Plan Administrator, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. If the Plan Administrator
determines that an extension of time for processing is required, written notice of the extension will be furnished to the claimant prior to the termination of the initial 90 day period. In no event will such extension exceed a period of 90 days from
the end of such initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the benefit determination. 
  
 (2) In the case of a claim for disability benefits, then
instead of paragraph (a)(1) above, the Plan Administrator will provide the claimant with written or electronic notification of the Plan’s adverse benefit determination within a reasonable period of time, but not later than 45 days after receipt
of the claim by the Plan. This period may be extended by the Plan for up to 30 days, provided the Plan Administrator both determines that such an extension is necessary due to matters beyond the control of the Plan and notifies the 

  

 -12- 








 
claimant, prior to the expiration of the initial 45 day period, of the circumstances requiring the extension of time and the date by which the Plan expects
to render a decision. If, prior to the end of the first 30-day extension period, the Plan Administrator determines that, due to matters beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making
the determination may be extended for up to an additional 30 days, provided that the Plan Administrator notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as
of which the Plan expects to render a decision. In the case of any such extension, the notice of extension will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the
claim, and the additional information needed to resolve those issues, and the claimant will be afforded at least 45 days within which to provide the specified information. 
  
 (b) The Plan Administrator’s written or electronic notification of any adverse benefit determination must contain the
following information: 
  
 (1) The specific
reason or reasons for the adverse determination. 
  
 (2) Reference to the specific Plan provisions on which the determination is based. 
  
 (3) A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such
material or information is necessary. 
  
 (4)
Appropriate information as to the steps to be taken if the claimant wants to submit the claim for review, as set forth in paragraph (c) below. 
  
 (5) In the case of disability benefits: 
  
 (i) If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the
specific rule, guideline, protocol, or other similar criterion; or a statement that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or
other similar criterion will be provided to the claimant free of charge upon request. 
  
 (ii) If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either
an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the medical circumstances, or a statement that such explanation will be provided to the claimant free of charge upon request. 

 
 (c) Upon the denial of a claim for benefits, a claimant may file a claim
for review, in writing, with the Deferred Compensation Committee (excluding the Plan Administrator). 
  

 -13- 








 (1) The claimant must file the claim for review no later than 60 days after the claimant
has received written notification of the denial of the claim for benefits. However, if the claim is for disability benefits, then instead of the above, a claimant must file the claim for review no later than 180 days following receipt of
notification of an adverse benefit determination. 
  
 (2) A claimant may submit written comments, documents, records, and other information relating to the claim for benefits. 
  
 (3) A claimant may review all pertinent documents relating to the denial of the claim and submit any issues and comments, in writing, to
the Deferred Compensation Committee (excluding the Plan Administrator). 
  
 (4) A claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits. 
  
 (5) The claim for review must be given a full and fair
review. This review will take into account all comments, documents, records, and other information submitted by a claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit
determination. 
  
 (6) In addition to the above,
if the claim is for disability benefits, then the following shall apply: 
  
 (i) The claim will be reviewed without deference to the initial adverse benefit determination and the review will be conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the
adverse benefit determination that is the subject of the appeal, nor the subordinate of such individual. 
  
 (ii) In deciding an appeal of any adverse benefit determination that is based in whole or in part on medical judgment, the appropriate
named fiduciary will consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment. 
  
 (iii) Any medical or vocational experts whose advice was obtained on behalf of the Plan in connection with
the adverse benefit determination will be identified, without regard to whether the advice was relied upon in making the benefit determination. 
  
 (iv) The health care professional engaged for purposes of a consultation under paragraph (6)(ii) above will be an individual who is
neither an individual who was consulted in connection with the adverse benefit determination that is the subject of the appeal, nor the subordinate of any such individual. 
  

 -14- 








 (7) The Deferred Compensation Committee (excluding the Plan Administrator) will provide the claimant with
written or electronic notification of the Plan’s benefit determination on review. The Administrator must provide a claimant with notification of this denial within 60 days after receipt by the Deferred Compensation Committee (excluding the Plan
Administrator) of the written claim for review, unless the Deferred Compensation Committee (excluding the Plan Administrator) determines that special circumstances require an extension of time for processing the claim. If the Deferred Compensation
Committee (excluding the Plan Administrator) determines that an extension of time for processing is required, written notice of the extension will be furnished to a claimant prior to the termination of the initial 60 day period. In no event will
such extension exceed a period of 60 days from the end of the initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review.
However, if the claim relates to disability benefits, then 45 days will apply instead of 60 days in the preceding sentences. In the case of an adverse benefit determination, the notification will set forth: 
  
 (i) The specific reason or reasons for the adverse
determination. 
  
 (ii) Reference to the specific
Plan provisions on which the benefit determination is based. 
  
 (iii) A statement that a claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim for benefits.

  
 (iv) A statement of the claimant’s right
to bring an action under section 502(a) of ERISA. 
  
 (v) In the case of a claim for disability benefits: 
  
 (A) If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either the specific rule, guideline, protocol, or other similar criterion; or a statement
that such rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of the rule, guideline, protocol, or other similar criterion will be provided to a claimant free of charge upon
request. 
  
 (B) If the adverse benefit
determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the medical circumstances,
or a statement that such explanation will be provided to a claimant free of charge upon request. 
  
 (8) If a claim for benefits is denied or ignored, in whole or in part, a claimant may file suit in a state or federal court. However, in order to do so, a
claimant must file the suit no later than 180 days after the Deferred Compensation Committee (excluding the Plan Administrator) makes a final determination to deny the claim. 
  

 -15- 








 ARTICLE 8 
  

AMENDMENT AND TERMINATION 
  
 Sec. 8.01 Authority to Amend. The Board or its designee may amend the Plan at any time in any manner whatsoever. Notwithstanding the above,
no amendment shall operate to reduce the benefit amount accrued on behalf of a Participant on the effective date of the amendment. 
  
 Sec. 8.02 Right to Terminate. Continuance of the Plan is completely voluntary and is not assumed as a contractual obligation of the Company.
The Company shall have the right at any time for any reason to terminate the Plan, by action of the Board; provided, however, that the Plan termination shall not operate to reduce the amount accrued on behalf of a Participant on the effective date
of the Plan’s termination. In the event of Plan termination, distribution of a Participant’s Account balance shall occur at the time distribution otherwise would be made to him or her hereunder in accordance with the applicable provision
of Article 3. 
  

 -16- 








 ARTICLE 9 
  

MISCELLANEOUS 
  
 Sec. 9.01 No Right to Employment. Nothing contained herein (a) shall be deemed to exclude a Participant from any compensation, bonus,
pension, insurance, severance pay or other benefit to which he or she otherwise is or might become entitled to as an Employee or (b) shall be construed as conferring upon an Employee the right to continue in the employ of the Company. 
  
 Sec. 9.02 No Compensation for Other Benefits. Any amounts paid
hereunder shall not be deemed salary or other compensation to a Participant for the purposes of computing benefits to which he or she may be entitled under any other arrangement established by the Company for the benefit of its employees.

  
 Sec. 9.03 Rights and Obligations. The rights and
obligations created hereunder shall be binding on a Participant’s heirs, executors and administrators and on the successors and assigns of the Company. 
  
 Sec. 9.04 Payments to Representatives. If any Participant or Beneficiary entitled to receive any benefits hereunder is determined by the
Plan Administrator, or is adjudged to be, legally incapable of giving valid receipt and discharge for such benefits, the benefits shall be paid to a duly appointed and acting conservator or guardian, or other legal representative of such Participant
or Beneficiary, if any, and if no such legal representative is appointed and acting, to such person or persons as the Plan Administrator may designate. Such payments shall, to the extent made, be deemed a complete discharge for such payments under
this Plan. 
  
 Sec. 9.05 Governing Law. The Plan
shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia. 
  
 Sec. 9.06 Nonalienation. Except as hereinafter provided with respect to family disputes, the rights of any Participant under this Plan are
personal and may not be assigned, transferred, pledged or encumbered. Any attempt to do so shall be void. In cases of family disputes, the Company will observe the terms of the Plan unless and until ordered to do otherwise by a state or Federal
court. As a condition of participation, a Participant agrees to hold the Company harmless from any claim that arises out of the Company’s obeying the final order of any state or Federal court, whether such order effects a judgment of such court
or is issued to enforce a judgment or order of another court. For purposes of this Section 9.06, “family dispute” means a dispute relating to provision of child support, alimony payments, or marital property rights to a spouse, former
spouse or other dependent of the Participant. 
  
 Sec. 9.07
Limitations on Obligations. Neither the Company nor any member of the Board shall be responsible or liable in any manner to any Participant, Beneficiary or any person claiming through them for any benefit or action taken or omitted in
connection 

  

 -17- 








 
with the granting of benefits, the continuation of benefits, or the interpretation and administration of this Plan. 
  
 Sec. 9.08 Withholding. If the Company is required to withhold
amounts under applicable federal, state or local tax laws, rules or regulations, the Company shall be entitled to deduct and withhold such amounts from any cash payment made pursuant to this Plan. 
  
 Sec. 9.09 Lost Payees. Any benefit payable under the Plan shall
be deemed forfeited if the Plan Administrator is unable to locate the Participant or Beneficiary to whom payment is due; provided, however, that such benefit shall be reinstated if a claim is made by the Participant or Beneficiary for the forfeited
benefit. 
  
 IN WITNESS WHEREOF, the Company has caused this Plan
to be executed in its name and behalf this 27th day of January, 2005, by its officer thereunto duly authorized.

  

			
	SRA International, Inc.
		
	By:	 	/s/ STEPHEN C. HUGHES
	 	 	Stephen C. Hughes
	 	 	 Senior Vice President of Finance and Administration

 Chief Financial Officer



  

 -18-