**Exhibit 10.15**

 

**SI INTERNATIONAL, INC.**

**STOCK OPTION AGREEMENT**

**EVIDENCING GRANT OF STOCK OPTIONS**

**UNDER THE SI INTERNATIONAL, INC.**

**2002 AMENDED AND RESTATED OMNIBUSSTOCK INCENTIVE PLAN**

 

**THIS STOCK OPTION AGREEMENT** (this “Agreement”) is made as of the Option Grant Date setforth on the Initial 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 consideration of the mutual promises made herein and other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto, intending to be legally bound, agree as follows:

 

# **1.**             Grant of Stock Options.

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## **(a)**           Number of Options;Exercise Price. The Company hereby grants to Participant the right to purchase, duringthe period specified in Section 3 hereof, the number of shares ofCommon Stock (such shares of stock hereinafter referred to as the “Shares”)set forth on the Initial Notice of Stock Option Grant and any additional Noticeof Stock Option Grant executed by the parties subsequent to the effective dateof this 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 Stock OptionAgreement is applicable to the Option), to purchase shares of Common Stock atan exercise price per share as set forth on each respective Notice of StockOption Grant.

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## **(b)**           Nature of Options.  If so designated on the respective Notice ofStock Option Grant, the Options are intended to be “incentive stock options”within the meaning of Section 422 of the Code or any successor provision.

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## **(c)**           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 Options to Participant, and as a condition thereto,Participant agrees to be bound by all of the terms of the Plan and thisAgreement with respect to the Options and all Option Shares and the otherterms, conditions, and agreements set forth in this Agreement and in thePlan.  The Plan is by this referenceincorporated herein and made a part hereof.

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## **(d)**           Binding Agreement;Noncontravention.  As an inducement to the Companyto enter into this Agreement, issue the Options to Participant, and issue theCommon Stock upon exercise thereof, and as a condition thereto, Participantrepresents and warrants to the Company that this Agreement constitutes thelegal, valid and binding obligation of Participant, enforceable in accordancewith its terms, and the execution, delivery and performance of this Agreementby Participant do not and shall not conflict with, violate or cause a breach ofany agreement, contract or instrument to which Participant is a party or anyjudgment, order or decree to which Participant is subject.

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## **(e)**           Retention of Company’sRights.  As a further inducement to the Company toenter into this Agreement, issue the Options to Participant, and issue the CommonStock upon exercise thereof, and as a condition thereto, Participantacknowledges and agrees that no agreement or arrangement between theParticipant and the Company or any Affiliate (including, without limitation,the grant of Options to Participant, the issuance of Option Shares uponexercise thereof, and the execution and delivery of this Agreement) shall (i) entitleParticipant

 

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## **to remain in Continuous Service with the Company orany Affiliate for any period of time, (ii) confer upon Participant theright to be selected again at any time in the future as a Plan participant, or (iii) providefor any adjustment to the number of Option Shares subject to the Options uponthe occurrence of subsequent events except as provided in the Plan.**

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# **2.**             Vesting of 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.”

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# **3.**             Term and Expiration of Options. Subject to earlier expiration ortermination 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.

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

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# **5.**             Restrictions on Transfer of Options and OptionShares.

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## **(a)**           Retention of Options.  Participant shall not sell, transfer, assign,pledge, hypothecate, or otherwise dispose of (whether with or withoutconsideration and whether voluntarily or involuntarily or by operation of law)any interest in any Options (a “Transfer” of Options). Any Transfer of Optionsshall cause such Options to be void *ab initio.*Options may be exercised only by Participant (or by Participant’s legalguardian or legal representative).

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## **(b)**           Transfers in Violation ofAgreement.  Any transfer or attempted transfer of anyOption Shares in violation of any provision of this Agreement shall be void,and the Company shall not record any such purported transfer on its books ortreat any purported transferee of such Option Shares as the owner thereof forany purpose.

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# **6.**             Definitions.

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

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## **(b)**           “Notice of Stock OptionGrant” shall mean the Initial Notice of Stock Option Grant to thisAgreement 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.

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## **(c)**           “Option Grant Date”shall mean the date Shares of Common Stock are granted to Participant asspecified in each Notice of Stock Option Grant.

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## **(d)**           “Option Shares”means (i) all shares of Common Stock issued or issuable upon exercise ofOptions and (ii) any other securities issued directly or indirectly withrespect 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.

 

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# **7.**             Nonsolicitation. As an inducement to the Company to enter intothis Agreement, issue the Options to Participant, and issue the Common Stockupon exercise thereof, and as a condition for Participant retaining the rightto exercise the Options under the terms hereof, Participant covenants andagrees that during Participant’s Continuous Service and for 12 monthsthereafter, Participant shall not, directly or indirectly, for Participant’sown benefit or on behalf of or through another entity: (i) induce orattempt to induce any employee of the Company or any Affiliate to leave theemploy of the Company or any Affiliate, or in any way interfere with therelationship between the Company or any Affiliate and any employee thereof, (ii) hire any person who was an employee of the Company or any Affiliate at any timeduring the 24 months preceding the termination of Participant’s ContinuousService, or (iii) induce or attempt to induce any customer, developer,client, member, supplier, licensee, licensor, franchisee or other businessrelation of the Company or any Affiliate to cease doing business with theCompany or any Affiliate, or in any way purposefully interfere with therelationship between any such customer, developer, client, member, supplier,licensee or business relation and the Company or any Affiliate (including,without limitation, by making any negative or disparaging statements or communicationsabout the Company).

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# **8.**             Miscellaneous Provisions.

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## **(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 or rule inany jurisdiction, such invalidity, illegality or unenforceability shall notaffect any other provision or any other jurisdiction, but this Agreement shall bereformed, construed and enforced in such jurisdiction as if such invalid,illegal or unenforceable provision had never been contained herein.

 

## **(b)**           Complete Agreement.  This Agreement, each Notice of Stock OptionGrant hereto and the Plan embody the complete agreement and understanding amongthe parties and supersede and preempt any prior understandings, agreements orrepresentations by or among the parties, written or oral, which may haverelated to the subject matter hereof in any way.

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## **(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.

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## **(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.

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## **(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.

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## **(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 Option Shares were to breach any of the provisionsof Sections5 or 7 hereof, and that the Company may in itssole discretion apply to any court of law or equity of competent jurisdiction(without posting any bond or deposit) for specific performance and/or otherinjunctive relief in order to enforce or prevent any violations of theprovisions of Sections5 or 7 of this Agreement

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## **(g)**           Amendment, Modificationand Cancellation of Outstanding Options.  TheBoard may amend, modify or cancel any Option in any manner to the extent thatthe Board would have had the authority under the Plan initially to grant suchOption; provided that no such amendment or modification shall impair therights of Participant under this Agreement without the consent of theParticipant; provided, further, that an amendment or modificationthat may cause an Incentive Stock Option to become a Nonqualified Stock Optionshall not be treated as adversely affecting the rights of Participant underthis Agreement.

 

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## **(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.

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## **(i)**            Descriptive Headings; Interpretation;No Strict Construction.  The descriptive headings of thisAgreement are inserted for convenience only and do not constitute a substantivepart of this Agreement.  Wheneverrequired by the context, any pronoun used in this Agreement shall include thecorresponding masculine, feminine or neuter forms, and the singular forms ofnouns, 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 Agreementshall be construed as if drafted jointly by the parties hereto, and nopresumption or burden of proof shall arise favoring or disfavoring any party byvirtue of the authorship of any of the provisions of this Agreement.

 

[*Signatures Appear on theFollowing Page*.]

 

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IN WITNESS WHEREOF, theparties hereto have executed this Stock Option Agreement and the Initial Noticeof Stock Option Grant on the Option Grant Date set forth on the Initial Noticeof Stock Option Grant.

 

Bysigning below, Participant hereby:  (i) consentsto electronic access or electronic receipt of copies (instead of receivingpaper copies) of the Agreement, Notice(s) of Stock Option Grant(s), the Plan,and the Plan Summary and Prospectus (collectively, the “Option Documents”) inthe manner designated by the Company; (ii) represents that Participant haselectronic access to the internet for purposes of receiving such information;and (iii) acknowledges receipt of electronic copies, or that Participantalready is in possession of a paper copies, of the Option Documents.

 

Participantmay receive, without charge, upon written or oral request, paper copies of anyor all of the Option Documents by requesting them from the Company’s StockOption Administrator, 12012 Sunset Hills Road, Suite 800, Reston, VA20190.  Telephone: (703) 234-7000.

 

BYPARTICIPANT’S SIGNATURE BELOW, PARTICIPANT (A) ACKNOWLEDGES READING ANDUNDERSTANDING THE AGREEMENT AND THE PLAN, (B) AGREES TO BE BOUND BY ALL PROVISIONSOF THE AGREEMENT AND (C) AGREES THAT THE INITIAL NOTICE OF STOCK OPTIONGRANT AND ANY SUBSEQUENT NOTICES OF STOCK OPTION GRANT, AS PART OF THEAGREEMENT, SHALL GOVERN THE TERMS AND CONDITIONS OF THE OPTION, THE SHARES ANDTHE OTHER SUBJECT MATTER OF THE AGREEMENT, SUBJECT TO THE PROVISIONS OF THEPLAN.  IN THE EVENT OF ANY CONFLICTBETWEEN THE TERMS OF THE INITIAL NOTICE OF STOCK OPTION GRANT OR ANY SUBSEQUENTNOTICES OF STOCK OPTION GRANT AND THE AGREEMENT, THE AGREEMENT SHALL CONTROL.

 
|   | **SI INTERNATIONAL, INC.** |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By:                        |   |   |
|   |                       | Name: |
|   |                       | Title: |
|   |                       |
|   |                       |
|   | **PARTICIPANT**            |
|   | ** **                 |
|   | ** **                 |
|   |                       |   |
|   | Name:                      |
|   | Employee No.               |

 

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**NOTICE OF STOCK OPTION GRANTUNDER**

**SI INTERNATIONAL, INC. STOCKOPTION AGREEMENT**

 

This Notice of Stock Option Grant (this “Notice”)sets forth certain specific terms regarding the Option for Shares of CommonStock granted to the undersigned Participant under the SI International, Inc.2002 Amended and Restated Omnibus Stock Incentive Plan (as amended from time totime, the “Plan”) pursuant to the terms and conditions of the StockOption Agreement (the “Agreement”) by and between the Company andParticipant. This Notice of Stock Option Grant is an integral part of theAgreement, which, with the Plan, is incorporated by reference into theAgreement.  Capitalized terms not definedin this Notice of Stock Option Grant shall have the meanings ascribed to suchterms in the Agreement or the Plan.

 
| Name of Participant:                                     | Option Grant  Date:                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number of Shares of Stock Subject to  Option:                                                                                                 | Exercise Price per Share: $                                                                                                                            |

 

This Option           is             is not intended tobe an “incentive stock option” within the meaning of Section 422 of theCode.

 

Subjectto the Participant’s Continuous Service and the other terms and conditions ofthis Notice, the Agreement and the Plan, the Option shall vest and becomeexercisable in the following increments:

 
| **Number of Shares of Stock  Subject to Option** | ** ** | **Date Shares of Incentive Stock Subject to Option become Vested  Options** |
|--------------------------------------------------|------------|-----------------------------------------------------------------------------|
|                                             |       |                                                                        |
|                                             |       |                                                                        |
|                                             |       |                                                                        |

 

Inthe event of a merger of the Company with or into another corporation, or thesale of substantially all of the assets of the Company, the Option grantedpursuant to this Notice, shall be assumed or an equivalent option or rightsubstituted by the successor corporation or an affiliate of the successorcorporation.  In the event that thesuccessor corporation refuses to assume or substitute for the Option, theParticipant shall fully vest in and have the right to exercise the Option as toall of the Shares covered thereby, including Shares as to which it would nototherwise be vested or exercisable.  Ifan Option becomes fully vested and exercisable in lieu of assumption orsubstitution in the event of a merger or sale of assets, the Company shallnotify the Participant in writing or electronically that the Option, shall befully exercisable for a period of twenty (20) days from the date of suchnotice, and the Option shall terminate upon the expiration of such period.  For the purposes of this paragraph, theOption shall be considered assumed if, following the merger or sale of assets,the option or right confers the right to purchase or receive, for each Sharesubject to the Option immediately prior to the merger or sale of assets, theconsideration (whether stock, cash, or other securities or property) receivedin the merger or sale of assets by holders of Shares held on the effective dateof the transaction (and if holders were offered a choice of consideration, thetype of consideration chosen by the holders of a majority of the outstandingshares); provided, however, that if such consideration received in the mergeror sale of assets is not solely common stock of the successor corporation orits affiliate, the Company may, with the consent of the successor corporation,provide for the consideration to be received upon the exercise of the Optionfor each Share subject to the Option to be solely common stock of the successorcorporation or its affiliate equal in fair market value to the per shareconsideration received by holders of Shares in the merger or sale of assets.

 

Participantunderstands that this Option is subject to Participant’s consent to electronicaccess, and acknowledgement of having accessed, the Notice, Agreement, Plan,and Plan Summary and Prospectus (collectively, the “Option Documents”) throughthe process determined by the Company. By signing below and accepting the grant of the Option, Participanthereby:  (i) consents to accesselectronic copies (instead of receiving paper copies) of the Option Documentsthrough the process determined by the Company; (ii) represents thatParticipant has electronic access, including to the internet; and (iii) acknowledgesreceipt of electronic copies, or that Participant already is in possession ofpaper copies, of the Option Documents. Participant may receive, without

 

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charge,upon request, paper copies of any or all of the Option Documents by requestingthem from Company’s Stock Option Administrator, 12012 Sunset Hills Road, Suite 800,Reston, VA 20190.  Telephone: (703) 234-7010.

 

BYPARTICIPANT’S SIGNATURE BELOW, PARTICIPANT (A) ACKNOWLEDGES READING ANDUNDERSTANDING THE AGREEMENT AND THE PLAN, (B) AGREES TO BE BOUND BY ALLPROVISIONS OF THE AGREEMENT AND (C) AGREES THAT THIS NOTICE OF STOCKOPTION GRANT, AS PART OF THE AGREEMENT, SHALL GOVERN THE TERMS ANDCONDITIONS OF THE OPTION, THE SHARES AND THE OTHER SUBJECT MATTER OF THEAGREEMENT, SUBJECT TO THE PROVISIONS OF THE PLAN.  IN THE EVENT OF ANY CONFLICT BETWEEN THETERMS OF THIS NOTICE OF STOCK OPTION GRANT AND THE AGREEMENT, THE AGREEMENTSHALL CONTROL.

 
| **SI INTERNATIONAL, INC.** | **PARTICIPANT** |
|----------------------------|-----------------|
|                       |            |
|                       |            |
| By:                        |            |   |   |   |
|                       | Name:           |
|                            |                 |  |  |  |

 

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