**Exhibit10.11**

**AMENDEDAND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT**

THIS AMENDED AND RESTATEDEXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective asof June 22, 2007 by and between SI INTERNATIONAL, INC., a Delaware corporation(the “Company”), and THOMAS E. DUNN (the “Executive”).

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

WHEREAS, the Board ofDirectors of the Company (the “Board”), by and through its CompensationCommittee, desires to amend the nature and amount of compensation and otherbenefits to be provided to the Executive and any of the rights of the Executivein the event of his termination of employment with the Company;

WHEREAS, the Executive iswilling to continue to serve the Company on the terms and conditions hereinprovided; and

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

NOW, THEREFORE, inconsideration of the foregoing, of the mutual promises and the respectivecovenants and agreements of the parties herein contained, the parties intendingto be legally bound, agree as follows:

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

2.             Term.  TheExecutive’s employment pursuant to this Agreement shall continue in effectthrough July 1, 2008; provided, however, that commencing on July 1, 2008 andeach July 1st thereafter, the Executive’s employment pursuant to this Agreementshall automatically be extended for additional one (1) year terms unless, notlater than ninety (90) calendar days prior to such date, the Company or theExecutive shall have given written notice that such party does not wish toextend the Executive’s employment pursuant to this Agreement; and provided,further, that if a Change of Control (as defined herein) of the Company shallhave occurred during the original or any extended term of the Executive’semployment pursuant to this Agreement, the term of the Executive’s employmentpursuant 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 theCompany pursuant to this Agreement, the Executive shall serve as the ChiefFinancial Officer of the Company and shall have such responsibilities andauthority as the Chief Executive Officer of the Company (the “CEO”)shall delegate, expand, limit or otherwise change from time to time.

4.             Compensation, Benefits and Related Matters.

(a)           Base Salary.  During the Executive’s employment with theCompany

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pursuant to this Agreement, the Company shall pay tothe Executive a salary at an initial rate of Three Hundred Sixty-Six ThousandDollars ($366,000) per annum in equal installments as nearly aspracticable on the normal payroll periods for employees of the Company generally(the “Base Salary”).  The BaseSalary may be increased from time to time at the discretion of the Board.

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

(c)           Expenses.  During the Executive’s employment with theCompany pursuant to this Agreement, the Executive shall be entitled to receiveprompt reimbursement for all reasonable expenses incurred by the Executive inperforming services hereunder, including, without limitation, all expenses fortravel, all living expenses while away from home on business or at the requestof and in the service of the Company, and all reasonable entertainmentexpenses.

(d)           Benefits.  During the Executive’s employment with theCompany pursuant to this Agreement, the Executive shall be entitled toparticipate in all of the employee benefit plans and arrangements generallyprovided from time to time to senior executive officers of the Company.  The Company may initiate, change anddiscontinue any such plan or arrangement at any time.  Nothing paid to the Executive under any planor arrangement presently in effect or made available in the future shall bedeemed to be in lieu of any amounts payable to the Executive pursuant to this Section4.

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

5.             Termination.

(a)           The Executive’s employment with theCompany may be terminated by the Company (i) at any time for Cause or withoutCause; or (ii) if, as a result of the Executive’s incapacity due to physical ormental illness, the Executive shall have been absent from the full-timeperformance of the Executive’s duties with the Company for three (3) consecutivemonths (a “Disability”).  TheExecutive’s employment with the Company shall be terminated immediately uponthe death of the Executive. The Executive’s employment with the Company may beterminated at any time by the Executive for Constructive Termination or withoutConstructive Termination.

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(b)           Any purported termination of theExecutive’s employment by the Company or the Executive (other than by reason ofdeath) shall be communicated by written Notice of Termination from one partyhereto 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 thecase of a termination by the Executive, shall indicate the specific terminationprovision in this Agreement relied upon and shall set forth in reasonabledetail the facts and circumstances claimed to provide a basis for terminationof the Executive’s employment under the provision so indicated and that, in thecase of a termination by the Company, shall indicate whether such terminationis for Cause or without Cause.

(ii)           The “Date of Termination” withrespect 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 shallnot have returned to the full-time performance of the Executive’s duties duringsuch thirty (30) day period), (B) if the Executive’s employment is terminatedby reason of death, then the date thereof, (C) if the Executive’s employment isterminated pursuant to Section 2 hereof, the date on which the Executive’semployment expires pursuant to such section, and (D) if the Executive’semployment is terminated for any other reason, the date specified in the Noticeof Termination (which, in the case of a termination by the Executive, shall notbe less than thirty (30) nor more than sixty (60) days from the date suchNotice of Termination is given).

6.             Severance Payments.

(a)           The Company shall pay the Executivethe payments and benefits set forth in this Section 6(a) upon anytermination of the Executive’s employment, including, without limitation, thenonextension of the Executive’s employment by the Company pursuant to Section2 hereof, unless such termination is by the Company for Cause, by theExecutive without Constructive Termination or the nonextension of the Executive’semployment by the Executive pursuant to Section 2 hereof:

(i)            The Company shall pay as severancepay to the Executive an amount (the “Cash Severance Amount”) equal totwo (2) times the sum of (x) the Executive’s Base Salary at the highest rate ineffect prior to the Date of Termination, plus (y) the full amount of the targetlevel bonus for which the Executive is eligible (or, if no such target levelbonus exists, the maximum bonus, performance and incentive compensation amountsfor which the Executive is eligible), calculated based upon the bonus period inwhich the Date of Termination occurs and annualized to the extent that suchbonus period does not reflect a twelve (12) month period.  The Company shall pay the Cash SeveranceAmount over the twenty-four (24) month period immediately following the Date ofTermination (the “Severance Period”), in equal installments as nearly aspracticable, on the normal payroll dates for employees of the Companygenerally; providedthat, in the event the aggregate portion ofthe Cash Severance Amount

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payable during the first six (6) months of theSeverance Period would exceed an amount (the “Minimum Amount”) equal totwo (2) times the lesser of (i) the Executive’s annualized compensation as ineffect for the calendar year immediately preceding the calendar year duringwhich the Executive’s termination of employment occurs, or (ii) the maximumamount that may be taken into account under a qualified plan pursuant toSection 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 employmentoccurs, then (x) the Company shall pay a portion of the Cash Severance Amountequal 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 foremployees of the Company generally and (y) the Company shall pay the remainderof the Cash Severance Amount over the remaining eighteen (18) months of theSeverance Period, in equal installments as nearly as practicable, on the normalpayroll dates for employees of the Company generally.  Notwithstanding the foregoing, in the eventthe Company terminates the Executive’s employment without Cause or elects notto extend the Executive’s employment pursuant to Section 2 hereof or theExecutive resigns after a Constructive Termination during the time periodcommencing with a written agreement for a Change of Control (which transactionis ultimately consummated) and ending two (2) years thereafter, the Companyshall pay the Cash Severance Amount in cash in a single lump sum payment withinfive (5) days of the Date of Termination; providedthat, in theevent the Cash Severance Amount would exceed the Minimum Amount (as definedabove), then a portion of the Cash Severance Amount equal to the Minimum Amountshall be paid no later than five (5) days after the Date of Termination, andthe remainder of the Cash Severance Amount shall be paid on the date that isone business day after the date that is six (6) months after the Date ofTermination.  In no event shall anypayments under this Section 6(a)(i) be made later than December 31 of thesecond (2nd) calendar year following the calendar year during which the Date ofTermination occurs.

(ii)           For a twenty-four (24) month periodafter the Date of Termination, the Company shall administer and pay for theExecutive’s life, disability, accident and health insurance benefitssubstantially similar to those which the Executive is receiving immediatelyprior to the Notice of Termination.

(b)           Notwithstanding any contraryprovision in any agreement relating to the grant by the Company or any of itsaffiliates of any option to acquire shares of the Company’s or any affiliate’scapital stock pursuant to such entity’s stock option plans (“Stock Options”)or the issuance of capital stock or other equity interests of any such entitypursuant to a restricted stock agreement or similar arrangement (“RestrictedStock”) (including in each case, without limitation, Stock Options andRestricted Stock granted under the Company’s Amended and Restated Omnibus 2002Stock Incentive Plan (the “Plan”)), if such Stock Options or RestrictedStock held by the Executive are assumed or an equivalent option rightsubstituted by a successor corporation (or its affiliate) in a CorporateTransaction (as defined in the Notice of Stock Option Grant or Notice ofRestricted Stock Bonus Award entered into under the Plan) or a Change ofControl (as defined below), then during the period commencing with a writtenagreement for such Corporate Transaction or Change of Control (whichtransaction is ultimately consummated) and ending two (2) years thereafter theCompany terminates the Executive’s employment without Cause or elects not toextend the Executive’s employment pursuant to Section 2 hereof or the Executiveresigns after a Constructive Termination, all Stock Options and all shares ofRestricted

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Stock which have not yet become vested shall becomevested in full on the Date of Termination. Stock Options and Restricted Stock not so assumed or substituted by thesuccessor corporation in such Corporate Transaction shall be treated asprovided in the Plan or the agreements thereunder (or other plans andagreements applicable to such Stock Options or Restricted Stock, as the casemay be) with respect to Stock Options and Restricted Stock that are not assumedor substituted in such Corporate Transaction or Change of Control.

(c)           The payments provided in Section6(a) shall be in addition to the payments and benefits set forth in Section7 hereof.

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

8.             Certain Definitions.

(a)           Cause. “Cause” shallmean the following:

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

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

(iii)          A good faith finding by the Board orthe CEO that the Executive

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engaged in (x) misconduct materially injurious to theCompany or any of its Subsidiaries or their reputation or (y) gross negligenceor willful misconduct which has a material adverse effect on the Company or anyof its Subsidiaries.

(b)           Change of Control. A “Changeof 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 thecontinuing or surviving corporation or pursuant to which shares of the Company’sCommon Stock would be converted into cash, securities or other property, otherthan a merger of the Company in which the holders of the Company’s Common Stockimmediately prior to the merger hold more than fifty percent (50%) of thevoting power of the surviving corporation immediately after the merger, or (y)any sale, lease, exchange or other transfer (in one transaction or a series ofrelated transactions) of all, or substantially all, of the assets of theCompany, or (ii) the stockholders of the Company shall approve any plan orproposal for liquidation or dissolution of the Company, or (iii) any person (assuch term is used in Section 13(d) and 14(d)(2) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”)), shall become the beneficialowner (within the meaning of Rule 13d-3 under the Exchange Act) of fiftypercent (50%) or more of the Company’s outstanding Common Stock other thanpursuant to a plan or arrangement entered into by such person and the Company,or (iv) within any twenty-four (24) month period, the following individualscease for any reason to constitute a majority of the number of directors thenserving on the Board: individuals who, on the date hereof, constitute the Boardand any new director (other than a director whose initial assumption of officeis in connection with an actual or threatened election contest, including butnot limited to a consent solicitation relating to the election of directors ofthe Company) whose appointment or election by the Board or nomination forelection by the Company’s shareholders was approved or recommended by a vote ofat least two-thirds (2/3) of the directors then still in office who either weredirectors on the date hereof or whose appointment, election or nomination forelection 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. “ConstructiveTermination” shall mean the occurrence, without the Executive’s writtenconsent, of any of the following circumstances unless such circumstances arefully corrected prior to the Date of Termination specified in the Notice ofTermination given in respect thereof:

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

(ii)           The relocation of the Executive’sprincipal place of employment to a location outside of the Washington, D.C.metropolitan area or the Company’s requiring the Executive to be based anywhereother than such principal place of employment (or permitted

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relocation thereof) except for required travel on theCompany’s business to an extent substantially consistent with the Executive’spresent business travel obligations; or

(iii)          A material breach of this Agreement bythe Company (which shall in any event include, without limitation, the failureby the Company to pay to the Executive any portion of the Executive’s then BaseSalary or allocated bonus, incentive or other form of compensation or to pay tothe Executive any portion of an installment of deferred compensation under anydeferred compensation program of the Company, within seven (7) days of the datesuch compensation is due, and any reduction in the Base Salary).

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

(e)           Subsidiary.  “Subsidiary” shall mean anycorporation of which the Company owns securities having a majority of theordinary voting power in electing the board of directors directly or throughone or more subsidiaries.

9.             D&O Insurance;Indemnification.

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

(b)           Any costs, fees or expenses incurredby the Executive relating to indemnification under the Company’s Certificate ofIncorporation, as amended, or the Company’s Bylaws, as amended, shall be paidby the Company in advance as soon as practicable but not later than threebusiness days after receipt of written request of the Executive; provided thatthe Executive shall undertake to repay such amount to the extent that it isultimately determined by a court of competent jurisdiction that the Executiveis not entitled to indemnification. Subject to applicable law, the Executive’sright to indemnification or advances from the Company shall be enforceable bythe Executive in any court of competent jurisdiction. The burden of proving thatindemnification or advances are not appropriate shall be on the Company.

(c)           The provisions of this Section 9are in addition to, and not in derogation of, the indemnification provisions ofthe Company’s Certificate of Incorporation, as amended, the

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Company’s Bylaws, as amended, and the IndemnificationAgreement between the Company and the Executive (the “IndemnificationAgreement”).

10.           No Mitigation. The Companyagrees that, if the Executive’s employment is terminated hereunder, theExecutive is not required to seek other employment or to attempt in any way toreduce any amounts payable to the Executive by the Company. Furthermore, theamount of any payment provided hereunder shall not be reduced by anycompensation earned by the Executive.

11.           Confidential Information. TheExecutive acknowledges that the information, observations and data obtained byhim while employed by the Company or any Subsidiary (including those obtainedprior to the date of this Agreement concerning the business or affairs of theCompany or any of its Subsidiaries (collectively, “Confidential Information”))are the property of the Company and such Subsidiaries.  Therefore, the Executive agrees that he shallnot (during his employment with the Company or at any time thereafter) discloseto any unauthorized person or use for his own purposes any ConfidentialInformation without the express prior written consent of the Board, unless andto the extent that the aforementioned matters: (a) become generally known toand available for use by the public other than as a result of the Executive’sacts or omissions or (b) are required to be disclosed by judicial process orlaw. The Executive shall deliver to the Company at the termination of hisemployment, or at any other time the Company may request, all memoranda, notes,plans, records, reports, computer tapes, printouts and software and otherdocuments and data (and copies thereof) relating to the ConfidentialInformation, Work Product (as defined below) or the business of the Company or anySubsidiary which he may then possess or have under his control.

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

13.           Noncompetition.  In further consideration of the compensationto be paid to the Executive hereunder, the Executive acknowledges that in thecourse of his employment with the Company he has become and shall becomefamiliar with the Company’s trade secrets and with other ConfidentialInformation concerning the Company and its Subsidiaries and that his serviceshave been and shall be of special, unique and extraordinary value to theCompany and its

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Subsidiaries. Therefore, the Executive agrees that, during the Executive’s employmentwith the Company and for six (6) months thereafter (collectively the “NoncompetePeriod”), he shall not, without prior express written consent of the Board,directly or indirectly (whether for compensation or otherwise) own or hold anyinterest in, manage, operate, control, participate in, consult with, renderservices for, or in any manner participate in any business engaged in any ofthe businesses or services provided by the Company or its Subsidiaries duringthe employment with the Company or the Noncompete Period (a “CompetingCompany”) or otherwise competing with the businesses of the Company or itsSubsidiaries, either as a general or limited partner, proprietor, common orpreferred shareholder, officer, director, agent, employee, consultant, trustee,affiliate or otherwise.  The Executiveacknowledges that the Company’s and its affiliates’ businesses are conductednationally and internationally and agrees that the provisions in this Section13 shall operate throughout the United States and the world.  Nothing herein shall prohibit the Executivefrom being a passive owner of not more than five percent (5%) of theoutstanding securities of any publicly traded company that constitutes aCompeting Company, so long as the Executive has no active participation in thebusiness of such company.

14.           Non-Solicitation.  During the Executive’s employment with theCompany and for twelve (12) months thereafter (collectively the “NonsolicitPeriod”), the Executive shall not directly or indirectly through anotherentity (i) induce or attempt to induce any employee of the Company or any Subsidiaryto leave the employ of the Company or such Subsidiary, or in any way interferewith the relationship between the Company or any Subsidiary and any employeethereof, (ii) hire any person who was an employee of the Company or anySubsidiary at any time during the twenty-four (24) months preceding the Date ofTermination of the Executive, or (iii) induce or attempt to induce anycustomer, developer, client, member, supplier, licensee, licensor, franchiseeor other business relation of the Company or any Subsidiary to cease doingbusiness with the Company or such Subsidiary, or in any way interfere with therelationship 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 theCompany or any Subsidiary).

15.           Enforcement.  If, at the time of enforcement of any of Sections11 through 14, a court shall hold that the duration, scope or arearestrictions stated herein are unreasonable under circumstances then existing,the parties agree that the maximum duration, scope or area reasonable undersuch circumstances shall be substituted for the stated duration, scope or areaand that the court shall be allowed to revise the restrictions contained hereinto cover the maximum period, scope and area permitted by law.  Because the Executive’s services are uniqueand because he has access to Confidential Information and Work Product, theparties hereto acknowledge and agree that money damages would not be anadequate remedy for any breach of this Agreement.  Therefore, in the event of a breach orthreatened 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 anycourt of competent jurisdiction for specific performance and/or injunctive orother relief in order to enforce or prevent any violations of the provisionshereof (without posting a bond or other security).  In addition, in the event of an allegedbreach or violation by the Executive of any of Sections 11 through 14,the Noncompete Period and the Nonsolicit Period shall be tolled until suchbreach or violation has been duly cured. The Executive agrees that the restrictions contained in Sections 11through 14 are reasonable.

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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, byagreement in form and substance reasonably satisfactory to the Executive, toexpressly assume and agree to perform this Agreement in the same manner and tothe same extent that the Company would be required to perform it if no suchsuccession had taken place.  As used inthis Agreement, “Company” shall mean the Company as hereinbefore defined andany successor to its business and/or assets as aforesaid which executes anddelivers the agreement provided for in this Section 16 or whichotherwise becomes bound by all the terms and provisions of this Agreement byoperation of law.

(b)           Binding Agreement.  This Agreement and all rights of theExecutive hereunder shall inure to the benefit of and be enforceable by theExecutive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees. If the Executive shoulddie while any amounts would still be payable to him hereunder if he hadcontinued to live, all such amounts, unless otherwise provided herein, shall bepaid 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’sestate.

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

18.           Certain Payments.  Anything in this Agreement to the contrarynotwithstanding, in the event it shall be determined that any payment ordistribution by the Company to or for the benefit of the Executive (whetherpaid or payable or distributed or distributable pursuant to the terms of thisAgreement or otherwise, but determined without regard to any additionalpayments required under this Section 18) (each a “Payment”, andcollectively, “Payments”) would be subject to the excise tax imposed bySection 4999 of the Code or any interest or penalties are incurred by theExecutive with respect to such excise tax (such excise tax, together with anysuch interest and penalties, are hereinafter collectively referred to as the “ExciseTax”), then the Executive shall be entitled to receive an additionalpayment (an “Additional Payment”) in an

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amount such that after payment by the Executive of alltaxes (including any interest or penalties imposed with respect to such taxes),including, without limitation, any income taxes (and any interest and penaltiesimposed with respect thereto) and Excise Tax imposed upon the AdditionalPayment, the Executive retains an amount of the Additional Payment equal to theExcise Tax imposed upon the Payments.

19.           Notice.  All notices and other communications providedfor 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 registeredor certified mail (return receipt requested) postage prepaid, or by courierguaranteeing next day delivery, in each case to the party to whom it isdirected at the following addresses (or at such other address for any party asshall be specified by notice given in accordance with the provisions hereof,provided that notices of a change of address shall be effective only uponreceipt thereof).  Notices deliveredpersonally shall be effective on the day so delivered, notices sent byregistered or certified mail shall be effective three (3) days after mailing,and notices sent by courier guaranteeing next day delivery shall be effectiveon the next day after deposit with the courier:
|        |   | If to the Executive: |   | Thomas E. Dunn  2830 Center Ridge Drive  Oakton, Virginia 22124                         |
|--------|--------|----------------------|--------|-----------------------------------------------------------------------------------------|
|   |   |                 |   |                                                                                    |
|   |   | 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 supersededand terminated effective as of the date hereof and shall be without furtherforce or effect.

21.           Miscellaneous.  No provisions of this Agreement may bemodified, waived or discharged, unless such waiver, modification or dischargeis agreed to in writing signed by the Executive and a duly authorized officerof the Company.  No waiver by eitherparty hereto at any time of any breach by the other hereto of, or compliancewith, any condition or provision of this Agreement to be performed by suchother party shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.  No agreements or representations, oral orotherwise, express or implied, with respect to the subject matter hereof havebeen 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 theother forms, as in each case the context may require.  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the Commonwealthof Virginia, without regard to its conflict of laws provisions.  All amounts payable to the Executive ascompensation hereunder shall be subject to customary withholding by theCompany.  The Company and the Executiveshall reasonably cooperate with respect to, and may jointly amend or modify theAgreement in any mutually agreeable manner to provide for, the application andeffects of Section 409A of the Code and any related regulatory oradministrative guidance issued by the Internal Revenue Service.

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22.           Validity. The invalidity orunenforceability of any provision or provisions of this Agreement shall notaffect the validity or enforceability of any other provision of this Agreement,which shall remain in full force and effect.

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

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

[*Signatures appear on following page*]

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        INWITNESS WHEREOF, the parties have executed this Agreement on the date and yearfirst above written.
|            | ** ** | **COMPANY**                    |
|------------|------------|--------------------------------|
| ** ** | ** ** | ** **                     |
|       |       | SI INTERNATIONAL, INC.,        |
|       |       | a Delaware corporation         |
|       |       |                           |
|       |       | By:                            | /s/ S. Bradford Antle |
|       |       | Name: S. Bradford Antle        |
|       |       | Title: Chief Executive Officer |
|       |       |                           |
| ** ** | ** ** | **EXECUTIVE**                  |
| ** ** | ** ** | ** **                     |
|       |       |  /s/ Thomas E.  Dunn      |
|       |       | Thomas E. Dunn                 |

 

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