**Exhibit10.8**

**SI INTERNATIONAL, INC.**RESTRICTED STOCKBONUS AWARD AGREEMENTEVIDENCING GRANT OFRESTRICTED STOCK UNDER THESI INTERNATIONAL,INC. 2002 AMENDED AND RESTATEDOMNIBUS STOCK INCENTIVE PLAN

**THISRESTRICTED STOCK BONUS AWARD AGREEMENT** (this “Agreement”)is made as of the Grant Date set forth on the Notice of Restricted Stock BonusAward hereto by and between (i) SI International, Inc., a Delaware corporation(the “Company”) and (ii) the undersigned Participant, an employee,Director or Consultant of the Company or an Affiliate as named on the Notice ofRestricted Stock Bonus Award (the “Notice”) hereto.  Capitalized terms used but not defined hereinshall have the meaning ascribed to such terms in the SI International, Inc.2002 Amended and Restated Omnibus Stock Incentive Plan (as amended from time totime according to its terms, the “Plan”).

**NOW,THEREFORE**, in consideration of the mutual promises madeherein and other good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the parties hereto, intending to be legallybound, agree as follows:

1.             Issuance of Shares.

(a)           The Company hereby issues tothe Participant (the “Participant”) named in the Notice, the Total Number ofShares of Common Stock Awarded set forth in the Notice (the “Shares”), subjectto the Notice, this Agreement and the terms and provisions of the Plan, asamended from time to time, which are incorporated herein by reference.  All Shares issued hereunder will be deemedissued to the Participant as fully paid and nonassessable shares, and theParticipant will have the right to vote the Shares at meetings of the Company’sstockholders.  The Company shall pay anyapplicable stock transfer taxes imposed upon the issuance of the Shares to theParticipant hereunder.

(b)           Participant Bound by Plan.  A copy of the Plan has been provided toParticipant, and Participant has completely and carefully reviewed thisAgreement and the Plan.  As an inducementto the Company to issue the Restricted Shares to Participant, and as acondition thereto, Participant agrees to be bound by all of the terms of thePlan and this Agreement with respect to the Restricted Shares and the otherterms, conditions, and agreements set forth in this Agreement and in the Plan.  The Plan is by this reference incorporatedherein and made a part hereof.

(c)           Binding Agreement;Noncontravention.  As an inducementto the Company to enter into this Agreement, to issue the Restricted Shares toParticipant, and issue the Common Stock upon vesting thereof, and as acondition thereto, Participant represents and warrants to the Company that thisAgreement constitutes the legal, valid and binding obligation of Participant,enforceable in accordance with its terms, and the execution, delivery and performanceof this Agreement by Participant do not and shall not conflict with, violate orcause a breach of any agreement, contract or instrument to which Participant isa party or any judgment, order or decree to which Participant is subject.

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(d)           Retention of Company’s Rights.  As a further inducement to the Company toenter into this Agreement, to issue the Restricted Shares to Participant, andissue the Common Stock upon vesting thereof, and as a condition thereto,Participant acknowledges and agrees that no agreement or arrangement betweenthe Participant and the Company or any Affiliate (including, withoutlimitation, the grant of Restricted Shares to Participant, the issuance ofRestricted Shares upon vesting thereof, and the execution and delivery of thisAgreement) shall (i) entitle Participant to remain in Continuous Service withthe Company or any Affiliate for any period of time, (ii) confer uponParticipant the right to be selected again at any time in the future as a Planparticipant, or (iii) provide for any adjustment to the number of RestrictedShares subject to such award upon the occurrence of subsequent events except asprovided in the Plan.

2.             Transfer Restrictions.  The Shares issued to the Participanthereunder may not be sold, transferred by gift, pledged, hypothecated, orotherwise transferred or disposed of by the Participant prior to the date whenthe Shares become vested pursuant to the Vesting Schedule set forth in theNotice.  Any attempt to transferRestricted Shares in violation of this Section 2 will be null and void andwill be disregarded.

3.             Escrow of Stock. For purposes of facilitating the enforcement of the provisions of thisAgreement, the Participant agrees, immediately upon receipt of thecertificate(s) for the Restricted Shares, to deliver such certificate(s),together with an Assignment Separate from Certificate in the form attachedhereto as Exhibit A, executed in blank by the Participant withrespect to each such stock certificate, to the Secretary or Assistant Secretaryof the Company, or their designee, to hold in escrow for so long as suchRestricted Shares have not vested pursuant to the Vesting Schedule set forth inthe Notice, with the authority to take all such actions and to effectuate allsuch transfers and/or releases as may be necessary or appropriate to accomplishthe objectives of this Agreement in accordance with the terms hereof.  The Participant hereby acknowledges that theappointment of the Secretary or Assistant Secretary of the Company (or theirdesignee) as the escrow holder hereunder with the stated authorities is amaterial inducement to the Company to make this Agreement and that suchappointment is coupled with an interest and is accordingly irrevocable.  The Participant agrees that the RestrictedShares may be held electronically in a book entry system maintained by theCompany’s transfer agent or other third-party and that all the terms andconditions of this Section 3 applicable to certificated Restricted Shares willapply with the same force and effect to such electronic method for holding theRestricted Shares.  The Participantagrees that such escrow holder shall not be liable to any party hereto (or toany other party) for any actions or omissions unless such escrow holder isgrossly negligent relative thereto.  Theescrow holder may rely upon any letter, notice or other document executed byany signature purported to be genuine and may resign at any time.  Upon the vesting of Restricted Shares, theescrow holder will, without further order or instruction, transmit to theParticipant the certificate evidencing such Shares, subject to Section 5 below.

4.             Additional Securities and Distributions.  Any securities or cash received (including aregular cash dividend) as the result of ownership of the Restricted Shares (the“Additional Securities”), including, but not by way of limitation, warrants,options and securities received as a stock dividend or stock split, or as aresult of a recapitalization or reorganization or other similar change in the Company’scapital structure, shall be retained in escrow in the same manner and subjectto the same conditions and restrictions as the Restricted Shares with respectto which they were issued, including, without limitation, the Vesting Scheduleset forth in the 

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Notice.  TheParticipant shall be entitled to direct the Company to exercise any warrant oroption received as Additional Securities upon supplying the funds necessary todo so, in which event the securities so purchased shall constitute AdditionalSecurities, but the Participant may not direct the Company to sell any suchwarrant or option.  If AdditionalSecurities consist of a convertible security, the Participant may exercise anyconversion right, and any securities so acquired shall constitute AdditionalSecurities.  In the event of any changein certificates evidencing the Shares or the Additional Securities by reason ofany recapitalization, reorganization or other transaction that results in thecreation of Additional Securities, the escrow holder is authorized to deliverto the issuer the certificates evidencing the Shares or the AdditionalSecurities in exchange for the certificates of the replacement securities.

5.             Taxes.

(a)           No Section 83(b) Election.  As a condition to receiving the Shares, theParticipant agrees to refrain from making an election pursuant toSection 83(b) of the Code with respect to the Shares.

(b)           Tax Liability. The Participant is ultimately liable andresponsible for all taxes owed by the Participant in connection with thisAgreement, regardless of any action the Company or any Affiliate takes withrespect to any tax withholding obligations that arise in connection with thisAgreement.  Neither the Company nor anyAffiliate makes any representation or undertaking regarding the treatment ofany tax withholding in connection with the grant or vesting of the RestrictedShares or the subsequent sale of Shares subject to this Agreement.  The Company and any Affiliate does not commitand are under no obligation to structure this Agreement to reduce or eliminatethe Participant’s tax liability.

(c)           Payment of Withholding Taxes. Prior to any event in connectionwith this Agreement (e.g., vesting of Restricted Shares) that the Companydetermines may result in any tax withholding obligation, whether United Statesfederal, state, local or non-U.S., including any employment tax obligation (the“Tax Withholding Obligation”), the Participant must arrange for thesatisfaction of the minimum amount of such Tax Withholding Obligation in a manneracceptable to the Company.

(i)            *By Share Withholding.*  The Participant authorizes the Company to,upon the exercise of its sole discretion, withhold from those Shares issuableto the Participant the whole number of Shares sufficient to satisfy the minimumapplicable Tax Withholding Obligation. The Participant acknowledges that the withheld Shares may not besufficient to satisfy the Participant’s minimum Tax WithholdingObligation.  Accordingly, the Participantagrees to pay to the Company or any Affiliate as soon as practicable, includingthrough additional payroll withholding, any amount of the Tax WithholdingObligation that is not satisfied by the withholding of Shares described above.

(ii)           *BySale of Shares*.  Unless theParticipant determines to satisfy the Tax Withholding Obligation by some othermeans in accordance with clause (iii) below, the Participant’s acceptance ofthis Agreement constitutes the Participant’s instruction and authorization tothe Company and any brokerage firm determined acceptable to the Company forsuch purpose to sell on the Participant’s behalf a whole number of Shares fromthose Shares 

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issuable to the Participant as the Company determinesto be appropriate to generate cash proceeds sufficient to satisfy the minimumapplicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligationarises (e.g., a vesting date) or as soon thereafter as practicable.  The Participant will be responsible for allbroker’s fees and other costs of sale, and the Participant agrees to indemnifyand hold the Company harmless from any losses, costs, damages, or expensesrelating to any such sale.  To the extentthe proceeds of such sale exceed the Participant’s minimum Tax WithholdingObligation, the Company agrees to pay such excess in cash to theParticipant.  The Participantacknowledges that the Company or its designee is under no obligation to arrangefor such sale at any particular price, and that the proceeds of any such salemay not be sufficient to satisfy the Participant’s minimum Tax WithholdingObligation.  Accordingly, the Participantagrees to pay to the Company or any Affiliate as soon as practicable, includingthrough additional payroll withholding, any amount of the Tax WithholdingObligation that is not satisfied by the sale of Shares described above.

(iii)          *ByCheck, Wire Transfer or Other Means*. At any time not less than five(5) business days (or such fewer number of business days as determined by theAdministrator) before any Tax Withholding Obligation arises (e.g., a vestingdate), the Participant may elect to satisfy the Participant’s Tax WithholdingObligation by delivering to the Company an amount that the Company determinesis sufficient to satisfy the Tax Withholding Obligation by (x) wiretransfer to such account as the Company may direct, (y) delivery of acertified check payable to the Company, or (z) such other means asspecified from time to time by the Administrator.

6.             Stop-Transfer Notices.  In order to ensure compliance with therestrictions on transfer set forth in this Agreement, the Notice or the Plan,the Company may issue appropriate “stop transfer” instructions to its transferagent, if any, and, if the Company transfers its own securities, it may makeappropriate notations to the same effect in its own records.

7.             Refusal to Transfer.  The Company shall not be required (i) totransfer on its books any Shares that have been sold or otherwise transferredin violation of any of the provisions of this Agreement or (ii) to treatas owner of such Shares or to accord the right to vote or pay dividends to anypurchaser or other transferee to whom such Shares shall have been sotransferred.

8.             Restrictive Legends.  The Participant understands and agrees thatthe Company shall cause the legends set forth below or legends substantiallyequivalent thereto, to be placed upon any certificate(s) evidencing ownershipof the Shares together with any other legends that may be required by theCompany or by state or federal securities laws:

THE SHARESREPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAINRESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THEPARTICIPANT.  THE SHARES REPRESENTED BYTHIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, ACOPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

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9.             Nonsolicitation. As an inducement to the Company to enter into this Agreement, to issuethe Restricted Shares to Participant, and issue the common stock upon vestingthereof, and as a condition for Participant retaining the right to receive theRestricted Shares under the terms hereof, Participant covenants and agrees asfollows:

(a)           Non-Solicitation and Non-Hiring ofParticipants.  For the term ofParticipant’s employment and for a period of twelve (12) months following thetermination of Participant’s employment with the Company or any Affiliate forany reason, Participant shall not, directly or indirectly, on Participant’s ownbehalf or the behalf of another person or entity: (i) induce or attempt toinduce any person employed by the Company or any Affiliate to leave theiremployment with the Company or any Affiliate; (ii) hire or employ, or attemptto hire or employ, any person employed by the Company or any Affiliate; or (iii)assist any other person or entity in the hiring of any person employed by theCompany or any Affiliate.

(b)           Non-Competition With Customers andProspective Customers.  Participantagrees that, for the term of Participant’s employment and for a period of twelve(12) months following the termination of Participant’s employment with theCompany or any Affiliate for any reason, Participant shall not, directly orindirectly, engage or attempt to engage in providing services to any Customeror Prospective Customer where such services or products are competitive withthe services offered by the Company or any Affiliate to the Customer.  This restriction shall apply only within 50miles of any location where SI provides services to the Customer.  For purposes of this Agreement, “Customer”shall mean any division, department, operating unit, group, or otherappropriate sub-entity of a government agency (i) to whom Participant, orpersons directly or indirectly under Participant’s supervision, providedservices (whether as a prime contractor or as a subcontractor to anothercompany) during the twelve (12) month period immediately preceding theParticipant’s termination of employment with the Company or any Affiliate or(ii) with whom Participant interacted on behalf of the Company or any Affiliateduring the twelve (12) month period immediately preceding the Participant’stermination of employment with the Company or any Affiliate.  For purposes of this Agreement, “ProspectiveCustomer” shall mean any division, department, operating unit, group, or otherappropriate sub-entity of a government agency to whom the Participant, at anytime during the six month period immediately preceding the termination ofParticipant’s employment, was involved in soliciting or making a proposal, onbehalf of the Company or any Affiliate, for the provision of services.

(c)           Non-Interference With Customers orProspective Customers. Participant further agrees that, for the term ofParticipant’s employment and for a period of twelve (12) months following thetermination of Participant’s employment with the Company or any Affiliate forany reason, the Participant shall not undertake to purposefully interfere withthe relationship of the Company or any Affiliate with any Customer orProspective Customer.  This means thatParticipant shall refrain: (i) from making disparaging comments about theCompany or any Affiliate, or their respective management or employees to anyCustomer or Prospective Customer; (ii) from attempting to persuade anyCustomer or Prospective Customer to cease doing business with the Company orany Affiliate; or (iii) from soliciting any Customer or ProspectiveCustomer for the purpose of providing services 

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competitive with the business of the Company or anyAffiliate; or (iv) from assisting any person or entity in doing any of theforegoing.

(d)           Severability and Modification.  Each of the covenants above is separate andindependent, and in the event that one or more of the provisions herein shallbe held to be invalid or unenforceable, the parties expressly agree andauthorize the court to modify the agreement so as to render such agreement orprovision thereof valid enforceable or to sever the unenforceable provision andenforce the remaining the provisions.

10.           Administration and Interpretation.  Any question or dispute regarding theadministration or interpretation of the Notice, the Plan or this Agreementshall be submitted by the Participant or by the Company to the Administrator.  The resolution of such question or dispute bythe Administrator shall be final and binding on all persons.

11.           Miscellaneous Provisions.

(a)           Severability.  Whenever possible, each provision of thisAgreement shall be interpreted in such manner as to be effective and validunder applicable law, but if any provision of this Agreement is held to beinvalid, illegal or unenforceable in any respect under any applicable law orrule in any jurisdiction, such invalidity, illegality or unenforceability shallnot affect any other provision or any other jurisdiction, but this Agreementshall be reformed, construed and enforced in such jurisdiction as if suchinvalid, illegal or unenforceable provision had never been contained herein.

(b)           Complete Agreement.  This Agreement, the Notice of RestrictedStock Bonus Award hereto and the Plan embody the complete agreement andunderstanding among the parties and supersede and preempt any prior under­standings,agreements or representations by or among the parties, written or oral, whichmay have related to the subject matter hereof in any way.

(c)           Counterparts.  This Agreement may be executed in separatecounterparts, none of which need contain the signature of more than one partyhereto but each of which shall be deemed to be an original and all of whichtaken together shall constitute one and the same agreement.

(d)           Successors and Assigns.  Except as otherwise provided herein, thisAgreement shall bind the parties hereto and their respective successors andassigns and shall inure to the benefit of and be enforceable by the partieshereto and their respective successors and assigns whether so expressed or not.

(e)           Choice of Law.  All questions con­cerning the construction,validity, enforcement and interpretation of this Agreement and the exhibitshereto shall be governed by the internal law, and not the law of conflicts, ofthe State of Delaware.

(f)            Equitable Remedies.  Each of the parties to this Agreement agreeand acknowledge that money damages would not be an adequate remedy ifParticipant or any other holder of the Shares were to breach any of theprovisions of Sections 2 or 9 hereof, and that the 

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Company may in its sole discretion apply to any courtof law or equity of competent jurisdiction (without posting any bond ordeposit) for specific performance and/or other injunctive relief in order toenforce or prevent any violations of the provisions of Sections 2 or 9 of thisAgreement.

(g)           Amendment, Modification andCancellation of Restricted Shares. The Board may amend, modify or cancel any Restricted Shares in any mannerto the extent that the Board would have had the authority under the Planinitially to grant such Restricted Shares; provided that no suchamendment or modification shall impair the rights of Participant under thisAgreement without the consent of the Participant.

(h)           Business Days.  If any time period for giving notice ortaking action hereunder expires on a day which is a Saturday, Sunday or legalholiday in the State of Delaware, the time period shall be automaticallyextended to the business day immediately following such Saturday, Sunday orholiday.

(i)            Descriptive Headings;Interpretation; No Strict Construction. The descriptive headings of this Agreement are inserted for convenienceonly and do not constitute a substantive part of this Agreement.  Whenever required by the context, any pronounused in this Agreement shall include the corresponding masculine, feminine orneuter forms, and the singular forms of nouns, pronouns, and verbs shallinclude the plural and vice versa. Reference to any agreement, document, or instrument means suchagreement, document, or instrument as amended or otherwise modified from timeto time in accordance with the terms thereof, and if applicable hereof.  The use of the words “include” or “including”in this Agreement shall be by way of example rather than by limitation.  In the event an ambiguity or question ofintent or interpretation arises, this Agreement shall be construed as ifdrafted jointly by the parties hereto, and no presumption or burden of proofshall arise favoring or disfavoring any party by virtue of the authorship ofany of the provisions of this Agreement.

[*Signatures Appear on the Following Page*.]

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INWITNESS WHEREOF, the parties hereto have executed this Restricted Stock BonusAward Agreement and the Notice of Restricted Stock Bonus Award on the GrantDate set forth on the Notice of Restricted Stock Bonus Award.

BY PARTICIPANT’SSIGNATURE BELOW, PARTICIPANT (A) ACKNOWLEDGES RECEIPT OF ELECTRONICCOPIES, OR THAT PARTICIPANT IS ALREADY IN POSSESSION OF PAPER COPIES OF THEAGREEMENT, THE PLAN, AND THE PLAN SUMMARY AND PROSPECTUS (COLLECTIVELY, THE “PLANDOCUMENTS”), (B) REPRESENTS THAT THE PARTICIPANT HAS ACCESS TO THE INTERNETGENERALLY AND FOR THE PURPOSE OF RECEIVING ALL OR ANY PORTION OF THE PLAN DOCUMENTSAND ANY NOTICE, (C)  ACKNOWLEDGES READINGAND IS FAMILIAR WITH THE TERMS AND CONDITIONS OF THE PLAN DOCUMENTS,(D) AGREES TO BE BOUND BY ALL PROVISIONS OF THE PLAN DOCUMENTS,(E) AGREES AND UNDERSTANDS THAT THE RESTRICTED SHARES ARE SUBJECT TO AND GOVERNEDBY THE NOTICE, THE AGREEMENT, AND THE PROVISIONS OF THE PLAN, AND (F) CONSENTSTO ACCESS THE PLAN DOCUMENTS AND ANY NOTICE ELECTRONICALLY THROUGH THE COMPANYOR THE COMPANY’S STOCK INCENTIVE PLAN REPRESENTATIVE VIA INTERNET ACCESS ORSUCH OTHER ACCESS AS IS PROVIDED BY NOTIFICATION FROM TIME TO TIME.  IN THE EVENT OF ANY CONFLICT BETWEEN THETERMS OF THE NOTICE AND THE AGREEMENT, THE AGREEMENT SHALL CONTROL.

Participant mayreceive, without charge, upon written or oral request, paper copies of any orall of the Plan Documents by requesting them from the Company’s Stock IncentivePlan Administrator, 12012 Sunset Hills Road, Suite 800, Reston, VA 20190.  Telephone: (703) 234-7000.
|            |                                      | **SI INTERNATIONAL, INC.**                   |
|------------|-------------------------------------------|----------------------------------------------|
| ** ** |                                      |                                         |
| ** ** |                                      |                                         |
| ** ** |                                      |                                         |
|       | By:                                       | /s/ S. Bradford Antle                        |
|       |                                      | Name: S. Bradford Antle                      |
|       |                                      | Title: President and Chief Executive Officer |
| ** ** |                                      |                                         |
| ** ** |                                      |                                         |
| ** ** |                                      |                                         |
| ** ** | **PARTICIPANT**                           |
| ** ** |                                      |                                         |
|       |                                      |
|       | Name: **Insert Participant’s  Name** |
|       | Employee No.**Insert ID or SSN**          |

 

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**EXHIBIT A**

**STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE**

FOR VALUERECEIVED,                                  hereby sells, assigns and transfers unto                                   ,                     (           ) sharesof the Common Stock of SI International, Inc., a Delaware corporation (the “Company”),standing in his name on the books of, the Company represented by CertificateNo.                                         herewith, and does hereby irrevocablyconstitute and appoint the Secretary of the Company attorney to transfer thesaid stock in the books of the Company with full power of substitution.

DATED:                     

 

                                                                

**[Pleasesign this document but do not date it. The date and information of the transferee will be completed if and whenthe shares are assigned.]**

 

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