**Exhibit10.6**

**SIINTERNATIONAL, INC.****STOCK OPTION AGREEMENTEVIDENCING GRANT OF STOCK OPTIONSUNDER THE SI INTERNATIONAL, INC.2002 AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLAN**

**THIS STOCK OPTION AGREEMENT**(this “Agreement”) is made as of the Option Grant Date set forth on theInitial Notice of Stock Option Grant hereto by and between (i) SIInternational, Inc., a Delaware corporation (the “Company”) and (ii) theundersigned Participant, an employee, Director or Consultant of the Company oran Affiliate as named on the Notice of Stock Option Grant hereto. Certaincapitalized terms used herein are defined in Section 6 hereof.  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 considerationof the mutual promises made herein and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, the partieshereto, intending to be legally bound, agree as follows:

# **1.             Grantof Stock Options.**

## (a)           Number of Options; Exercise Price.The Company hereby grants to Participant the right to purchase, during theperiod specified in Section 3 hereof, the number of shares of CommonStock (such shares of stock hereinafter referred to as the “Shares”) setforth on the Initial Notice of Stock Option Grant and any additional Notice ofStock Option Grant executed by the parties subsequent to the effective date ofthis Agreement (the “Options”). Each Option gives the Participant theright, subject to the terms and conditions of the Plan and this Agreement(unless the Notice of Stock Option Grant specifies that a different StockOption Agreement is applicable to the Option), to purchase shares of CommonStock at an exercise price per share as set forth on each respective Notice ofStock Option Grant.

## (b)**          **Natureof Options.  If so designated on therespective Notice of Stock Option Grant, the Options are intended to be “incentivestock options” within the meaning of Section 422 of the Code or any successorprovision.

## (c)**          **ParticipantBound by Plan.  A copy of the Planhas been provided to Participant, and Participant has completely and carefullyreviewed this Agreement and the Plan.  Asan inducement to the Company to issue the Options 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 Options and all Option Shares andthe other terms, conditions, and agreements set forth in this Agreement and inthe Plan.  The Plan is by this referenceincorporated herein and made a part hereof.

## (d)**          **BindingAgreement; Noncontravention.  As aninducement to the Company to enter into this Agreement, issue the Options toParticipant, and issue the Common Stock upon exercise 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 andperformance of this Agreement by Participant do not and shall not conflictwith, violate or cause a breach of any agreement, contract or instrument to whichParticipant is a party or any judgment, order or decree to which Participant issubject.

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## (e)**          **Retentionof Company’s Rights.  As a furtherinducement to the Company to enter into this Agreement, issue the Options toParticipant, and issue the Common Stock upon exercise thereof, and as acondition thereto, Participant acknowledges and agrees that no agreement orarrangement between the Participant and the Company or any Affiliate(including, without limitation, the grant of Options to Participant, the issuanceof Option Shares upon exercise 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 Option Sharessubject to the Options upon the occurrence of subsequent events except asprovided in the Plan.

# **2.             Vestingof Options.**  Optionsgranted hereunder may be exercised only to the extent they have become vestedin accordance with the relevant Notice of Stock Option Grant, the terms hereof,and the Plan.  Notwithstanding theforegoing, and except as otherwise provided herein or the Plan, all vestingshall cease and no Unvested Options (as defined below) shall vest after thedate on which Participant terminates Continuous Service for any reason.  Options which have vested and becomeexercisable pursuant to the terms of this Agreement are referred to herein as “VestedOptions,” and all other Options are referred to herein as “UnvestedOptions.”

# **3.             Termand Expiration of Options**. Subject to earlier expirationor termination as provided herein or in the Plan, all of the Options shall expireand no longer be exercisable at the close of business on the day immediatelypreceding the tenth anniversary of the Option Grant Date.

# **4.             Exerciseof Options**. Options may be exercised in accordance withthe terms of the Plan and only to the extent they are outstanding, have becomeVested Options in accordance with Section 2, and have not yet expired inaccordance with Section 3.

# **5.             Restrictionson Transfer of Options and Option Shares.**

## (a)**          **Retentionof Options.  Participant shall notsell, transfer, assign, pledge, hypothecate, or otherwise dispose of (whetherwith or without consideration and whether voluntarily or involuntarily or byoperation of law) any interest in any Options (a “Transfer” of Options). AnyTransfer of Options shall cause such Options to be void *ab initio*. Options may be exercised onlyby Participant (or by Participant’s legal guardian or legal representative).

## (b)**          **Transfersin Violation of Agreement.  Anytransfer or attempted transfer of any Option Shares in violation of any provisionof this Agreement shall be void, and the Company shall not record any suchpurported transfer on its books or treat any purported transferee of suchOption Shares as the owner thereof for any purpose.

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# **6.             Definitions.**

## (a)**          **“InitialNotice of Stock Option Grant” means the Notice of Stock Option Grant heretothat specifies the terms of the Option for Shares of Common Stock granted toParticipant at the time this Agreement is executed by the parties.

## (b)**          **“Notice ofStock Option Grant” shall mean the Initial Notice of Stock Option Grant tothis Agreement and any subsequent Notices of Stock Option Grant executed by theCompany and Participant which detail the specific terms of an Option granted toParticipant under the Plan.

## (c)**          **“OptionGrant Date” shall mean the date Shares of Common Stock are granted toParticipant as specified in each Notice of Stock Option Grant.

## (d)**          **“OptionShares” means (i) all shares of Common Stock issued or issuable uponexercise of Options and (ii) any other securities issued directly or indirectlywith respect to the securities referred to in clause (i) above by way of astock split, stock dividend or other division of securities, or in connectionwith a combination of securities, recapitalization, merger, consolidation, orother reorganization, or upon conversion, exchange, or exercise of any of theforegoing securities.

# **7.             Nonsolicitation.**  As an inducement to the Company to enter intothis Agreement, to issue the Option(s) to Participant, and issue the CommonStock upon vesting thereof, and as a condition for Participant retaining theright to receive the Option(s) under the terms hereof, Participant covenantsand agrees as follows

(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 bythe Company 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

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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 competitive with the business ofthe Company or any Affiliate; or (iv) from assisting any person or entityin doing any of the foregoing.

(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.

# **8.             MiscellaneousProvisions.**

## (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)**          **CompleteAgreement.  This Agreement, eachNotice of Stock Option Grant hereto and the Plan embody the complete agreementand understanding among the parties and supersede and preempt any priorunderstandings, agreements or representations by or among the parties, writtenor oral, which may 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)**          **Successorsand Assigns.  Except as otherwiseprovided herein, this Agreement shall bind the parties hereto and theirrespective successors and assigns and shall inure to the benefit of and beenforceable by the parties hereto and their respective successors and assignswhether so expressed or not.

## (e)**          **Choiceof Law.  All questions concerning theconstruction, validity, enforcement and interpretation of this Agreement andthe exhibits hereto shall be governed by the internal law, and not the law ofconflicts, of the State of Delaware.

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## (f)**           **EquitableRemedies.  Each of the parties tothis Agreement agree and acknowledge that money damages would not be anadequate remedy if Participant or any other holder of Option Shares were tobreach any of the provisions of Sections 5 or 7 hereof, and that the Companymay in its sole discretion apply to any court of law or equity of competentjurisdiction (without posting any bond or deposit) for specific performanceand/or other injunctive relief in order to enforce or prevent any violations ofthe provisions of Sections 5 or 7 of this Agreement

## (g)**          **Amendment,Modification and Cancellation of Outstanding Options.  The Board may amend, modify or cancel anyOption in any manner to the extent that the Board would have had the authorityunder the Plan initially to grant such Option; provided that no such amendmentor modification shall impair the rights of Participant under this Agreementwithout the consent of the Participant; provided, further, that an amendment ormodification that may cause an Incentive Stock Option to become a NonqualifiedStock Option shall not be treated as adversely affecting the rights ofParticipant under this Agreement.

## (h)**          **BusinessDays.  If any time period for givingnotice or taking action hereunder expires on a day which is a Saturday, Sundayor legal holiday in the State of Delaware, the time period shall beautomatically extended to the business day immediately following such Saturday,Sunday or holiday.

### (i)            DescriptiveHeadings; Interpretation; No Strict Construction.  The descrip­tive headings of this Agreementare inserted for convenience only and do not constitute a substantive part ofthis Agreement.  Whenever required by thecontext, any pronoun used in this Agreement shall include the correspondingmasculine, feminine or neuter forms, and the singular forms of nouns, pronouns,and verbs shall include the plural and vice versa.  Reference to any agreement, document, orinstrument means such agreement, document, or instrument as amended orotherwise modified from time to time in accordance with the terms thereof, andif applicable hereof.  The use of thewords “include” or “including” in this Agreement shall be by way of examplerather than by limitation.  In the eventan ambiguity or question of intent or interpretation arises, this Agreement shallbe construed as if drafted jointly by the parties hereto, and no presumption orburden of proof shall arise favoring or disfavoring any party by virtue of theauthorship of any of the provisions of this Agreement.

[*Signatures Appear on the Following Page*.]

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INWITNESS WHEREOF, the parties hereto have executed this Stock Option Agreementand the Initial Notice of Stock Option Grant on the Option Grant Date set forthon the Initial Notice of Stock Option Grant.

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 PLANDOCUMENTS AND NOTICE(S) OF STOCK OPTION GRANT, (C)  ACKNOWLEDGES READING AND IS FAMILIAR WITH THETERMS AND CONDITIONS OF THE PLAN DOCUMENTS, (D) AGREES TO BE BOUND BY ALLPROVISIONS OF THE PLAN DOCUMENTS, (E) AGREES AND UNDERSTANDS THAT THEINITIAL NOTICE OF STOCK OPTION GRANT AND ANY SUBSEQUENT NOTICES OF STOCK OPTIONGRANT, AS PART OF THE AGREEMENT, SHALL GOVERN THE TERMS AND CONDITIONS OF THEOPTION, THE SHARES AND THE OTHER SUBJECT MATTER OF THE AGREEMENT, SUBJECT TOTHE PROVISIONS OF THE PLAN, AND (F) CONSENTS TO ACCESS THE PLAN DOCUMENTS ANDANY NOTICE(S) OF STOCK OPTION GRANT ELECTRONICALLY THROUGH THE COMPANY OR THECOMPANY’S STOCK INCENTIVE PLAN REPRESENTATIVE VIA INTERNET ACCESS OR SUCH OTHERACCESS AS IS PROVIDED BY NOTIFICATION FROM TIME TO TIME.  IN THE EVENT OF ANY CONFLICT BETWEEN THETERMS OF THE INITIAL NOTICE OF STOCK OPTION GRANT OR ANY SUBSEQUENT NOTICES OFSTOCK OPTION GRANT AND THE AGREEMENT, THE AGREEMENT SHALL CONTROL.

Participant may receive, without charge, upon writtenor oral request, paper copies of any or all of the Option Documents byrequesting them from the Company’s Stock Incentive Plan Administrator, 12012Sunset 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:                      |   |
|   | Employee No.               |

 

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