EXHIBIT 10.1


EXECUTIVE EMPLOYMENT
AGREEMENT


THIS EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made effective as of February 17, 2006 by and
between SI International, Inc., a Delaware corporation (the “Company”), and P.
Michael Becraft (the “Executive”).


WHEREAS, the Board of
Directors of the Company (the “Board”) desires to set forth the nature and
amount of compensation and other benefits to be provided to the Executive and
any of the rights of the Executive in the event of his termination of employment
with the Company;


WHEREAS, the Executive is
willing to commit himself to serve the Company on the terms and conditions
herein provided; and


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


NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises and the respective
covenants and agreements of the parties herein contained, the parties intending
to be legally bound, agree as follows:


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


2.             Term.  The Executive’s employment pursuant to this
Agreement shall commence on December 29, 2005 and continue in effect through
July 1, 2006; provided, however, that commencing on July 1, 2006 and each July
1st thereafter, the
Executive’s employment pursuant to this Agreement shall automatically be
extended for additional one (1) year terms unless, not later than ninety (90)
calendar days prior to such date, the Company or the Executive shall have given
written notice that such party does not wish to extend the Executive’s
employment pursuant to this Agreement; and provided, further, that if a Change
of Control (as defined herein) of the Company shall have occurred during the
original or any extended term of the Executive’s employment pursuant to this
Agreement, the term of the Executive’s employment pursuant 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 the
Company pursuant to this Agreement, the Executive shall serve as an Executive
Vice President of the Company and shall have such responsibilities and
authority 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 the Company pursuant to this Agreement, the Company shall pay
to the Executive a salary at an initial rate of Two Hundred Fifty Thousand
Dollars ($250,000) per annum in equal installments as nearly as
practicable on the normal payroll periods for employees of the Company
generally (the “Base Salary”).  The Base
Salary may be increased or decreased from time to time at the discretion of the
Board.


 

















 


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


(c)           Expenses.  During the Executive’s employment with the
Company pursuant to this Agreement, the Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by the Executive in
performing services hereunder, including, without limitation, all expenses for
travel, all living expenses while away from home on business or at the request
of and in the service of the Company, and all reasonable entertainment
expenses.


(d)           Benefits.  During the Executive’s employment with the
Company pursuant to this Agreement, the Executive shall be entitled to participate
in all of the employee benefit plans and arrangements generally provided from
time to time to senior executive officers of the Company.  The Company may initiate, change and
discontinue any such plan or arrangement at any time.  Nothing paid to the Executive under any plan
or arrangement presently in effect or made available in the future shall be
deemed to be in lieu of any amounts payable to the Executive pursuant to this
Section 4.


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


 


                (f)            Vacation.  Executive shall be entitled to vacation in
the manner and as generally provided from time to time to senior executive officers of the Company.


 


5.             Termination.


(a)           The Executive’s employment with the
Company may be terminated by the Company (i) at any time for Cause or without
Cause; or (ii) if, as a result of the Executive’s incapacity due to physical or
mental illness, the Executive shall have been absent from the full-time
performance of the Executive’s duties with the Company for three (3)
consecutive months (a “Disability”).  The
Executive’s employment with the Company shall be terminated immediately upon
the death of the Executive.  The
Executive’s employment with the Company may be terminated at any time by the
Executive for Constructive Termination or without Constructive Termination.


 


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(b)           Any purported termination of the
Executive’s employment by the Company or the Executive (other than by reason of
death) shall be communicated by written Notice of Termination from one party
hereto 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 the case of a
termination by the Executive, shall indicate the specific termination provision
in this Agreement relied upon and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated and that, in the case
of a termination by the Company, shall indicate whether such termination is for
Cause or without Cause.


(ii)           The “Date of Termination” with
respect 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 shall
not have returned to the full-time performance of the Executive’s duties during
such thirty (30) day period), (B) if the Executive’s employment is terminated
by reason of death, then the date thereof, (C) if the Executive’s employment is
terminated pursuant to Section 2 hereof, the date on which the Executive’s
employment expires pursuant to such section, and (D) if the Executive’s
employment is terminated for any other reason, the date specified in the Notice
of Termination (which, in the case of a termination by the Executive, shall not
be less than thirty (30) nor more than sixty (60) days from the date such
Notice of Termination is given).


6.             Severance
Payments.


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


                (i)            The Company shall pay as severance pay to the Executive
(x) for a twelve (12) month period after the Date of Termination the Executive’s
Base Salary at the highest rate in effect prior to the Date of Termination in
equal installments as nearly as practicable on the normal payroll periods for
employees of the Company generally, and (y) any performance-based bonus which
has been earned by the Executive for a fiscal year preceding the Date of
Termination and a pro-rata portion, to the Date of Termination, of any
performance-based bonus that the Executive would have earned for the fiscal
year in which the Date of Termination occurs, in each case, in accordance with
the performance-based bonus plan in effect for such fiscal year and as approved
by the Board consistent with the Company’s performance during such period, such
amounts to be paid when bonuses are generally paid to other executive officers
of the Company; provided, however, that in the event the Company terminates the
Executive’s employment without Cause or elects not to extend the Executive’s
employment pursuant to Section 2 hereof or the Executive resigns after a
Constructive Termination during the time period commencing with a definitive
agreement for a Change of Control (which transaction 


 


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is ultimately
consummated) and ending one (1) year thereafter, the Company shall pay the
severance payment described in clause (x) above in a lump sum within five (5)
days of the Date of Termination unless the Executive provides the Company prior
written notice declining such lump sum payment in favor of payment in equal
installments as nearly as practicable on the normal payroll periods for
employees of the Company generally.


(ii)           For a twelve (12) month period after
the Date of Termination, the Company shall administer and pay for the Executive’s
life, disability, accident and health insurance benefits substantially similar
to those which the Executive is receiving immediately prior to the Notice of
Termination.


(b)           Notwithstanding any contrary
provision in any agreement relating to the grant by the Company or any of its
affiliates of any option to acquire shares of the Company’s or any affiliate’s
capital stock pursuant to such entity’s stock option plans (“Stock Options”) or
the issuance of capital stock or other equity interests of any such entity
pursuant to a restricted stock agreement or similar arrangement (“Restricted
Stock”), if during the period commencing with a definitive  agreement for a Change of Control (which
transaction is ultimately consummated) and ending one(1) year thereafter the
Company terminates the Executive’s employment without Cause or elects not to
extend the Executive’s employment pursuant to Section 2 hereof or the Executive
resigns after a Constructive Termination, all Stock Options and all shares of
Restricted Stock which have not yet become vested shall become vested in full
on the Date of Termination.


(c)           The payments provided in Section 6(a)
shall be in addition to the payments and benefits set forth in Section 7
hereof.


7.             Compensation Other than
Severance Payments.  If the Executive’s
employment shall be terminated by him or the Company for any reason, the
Company shall pay the Executive’s normal post-termination compensation and
benefits under, and in accordance with, the Company’s retirement, insurance and
other compensation or benefit plans or programs..


8.             Certain
Definitions.


                                (a)           Cause.  “Cause” shall mean the following:


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


                                                (ii)           The continued failure by the
Executive to perform its duties in all material respects for the Company or any
of its Subsidiaries continuing for a period of 45 days following a demand for
such performance by the Board or the CEO or a material breach by the 


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Executive of its obligations under this Agreement continuing uncured
(if curable) for a period of 45 days following notice from the Board or the CEO
(other than any such failure or breach resulting from the Executive’s
incapacity due to physical or mental illness), which demand shall identify in
reasonable detail the manner that that Executive has not performed its duties
or has breached its obligations (as applicable) and give the Executive an
opportunity to respond; provided, that,  
the foregoing shall not be construed to include the Executive’s failure
to achieve financial or operating objectives and goals established by the Board
or the CEO; or


                (iii)          A good faith finding by the Board or the CEO that the
Executive engaged in (x) misconduct materially injurious to the Company or any
of its Subsidiaries or the reputation of the Company or its Subsidiaries or (y)
gross negligence or willful misconduct by the Executive which has a material
adverse effect on the Company or any of its Subsidiaries.


(b)           Change of Control.  A “Change of 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 the continuing or surviving corporation
or pursuant to which shares of the Company’s Common Stock would be converted
into cash, securities or other property, other than a merger of the Company in
which the holders of the Company’s Common Stock immediately prior to the merger
hold more than fifty percent (50%) of the voting power of the surviving
corporation immediately after the merger, or (y) any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company, or (ii) the stockholders of
the Company shall approve any plan or proposal for liquidation or dissolution
of the Company, or (iii) any person (as such term is used in Section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
who, on the date of this Agreement, does not own five percent (5%) or more of
the Company’s outstanding Common Stock on a fully-diluted basis (a “5% Owner”)
and is not controlling, controlled by or under common control with any such 5%
Owner, shall become the beneficial owner (within the meaning of Rule 13d-3
under the Exchange Act) of fifty percent (50%) or more of the Company’s
outstanding Common Stock other than pursuant to a plan or arrangement entered
into by such person and the Company, or (iv) within any twenty-four (24) month
period, the following individuals cease for any reason to constitute a majority
of the number of directors then serving on the Board: individuals who, on the
date hereof, constitute the Board and any new director (other than a director
whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company’s
shareholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the date
hereof or whose appointment, election or nomination for election 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.  “Constructive Termination” shall mean the
occurrence, without the Executive’s written consent, of any of the following
circumstances unless such circumstances are fully corrected prior to the Date
of Termination specified in the Notice of Termination given in respect thereof:


 


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(i)            The relocation of the Executive’s
principal place of employment to a location outside of the Washington, D.C.
metropolitan area or the Company’s requiring the Executive to be based anywhere
other than such principal place of employment (or permitted relocation thereof)
except for required travel on the Company’s business to an extent substantially
consistent with the Executive’s present business travel obligations;


(ii)           The failure by the Company to pay to
the Executive any portion of the Executive’s then Base Salary or allocated
bonus, incentive or other form of compensation or to pay to the Executive any
portion of an installment of deferred compensation under any deferred
compensation program of the Company, within seven (7) days of the date such
compensation is due; or


(iii)          A material breach of this Agreement by
the Company.


The Executive’s right to
terminate the Executive’s employment as a result of Constructive Termination
shall not be affected by the Executive’s incapacity due to physical or mental
illness.  The Executive’s right to
terminate the Executive’s employment as a result of a Constructive Termination
must be exercised within twenty (20) days after the Executive becomes aware of
the occurrence of any circumstance constituting Constructive Termination
hereunder.


                                (e)           Subsidiary.  “Subsidiary” shall mean any corporation of
which the Company owns securities having a majority of the ordinary voting
power in electing the board of directors directly or through one or more
subsidiaries.


9.             D&O Insurance; Indemnification.


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


(b)           Any costs, fees or expenses incurred
by the Executive relating to indemnification under the Company’s Certificate of
Incorporation, as amended, shall be paid by the Company in advance as soon as
practicable but not later than three business days after receipt of written
request of the Executive; provided that the Executive shall undertake to repay
such amount to the extent that it is ultimately determined by a court of competent
jurisdiction that the Executive is not entitled to indemnification.  Subject to applicable law, the Executive’s
right to indemnification or advances from the Company shall be enforceable by
the Executive in any court of competent jurisdiction.  The burden of proving that indemnification or
advances are not appropriate shall be on the Company.


 


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                (c)           The provisions of this Section 9 are in addition to, and
not in derogation of, the indemnification provisions of the Company’s
Certificate of Incorporation, as amended, and the Indemnification Agreement
between the Company and the Executive (the “Indemnification Agreement”).


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


11.           Confidential Information.  The Executive acknowledges that the
information, observations and data obtained by him while employed by the
Company or any Subsidiary (including those obtained prior to the date of this
Agreement concerning the business or affairs of the Company, or any of its
Subsidiaries (collectively, “Confidential Information”)) are the property of
the Company and its Subsidiaries. 
Therefore, the Executive agrees that he shall not (during his employment
with the Company or at any time thereafter) disclose to any unauthorized person
or use for his own purposes any Confidential Information without the express
prior written consent of the Board, unless and to the extent that the
aforementioned matters: (a) become generally known to and available for use by
the public other than as a result of the Executive’s acts or omissions or (b)
are required to be disclosed by judicial process or law.  The Executive shall deliver to the Company at
the termination of his employment, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes,
printouts and software and other documents and data (and copies thereof)
relating to the Confidential Information, Work Product (as defined below) or
the business of the Company or any Subsidiary which he may then possess or have
under his control.


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


13.           Noncompetition.  In further consideration of the compensation
to be paid to the Executive hereunder, the Executive acknowledges that in the
course of his employment with the Company he has become and shall become
familiar with the Company’s trade secrets and with other Confidential
Information concerning the Company and its Subsidiaries and that his services 


 


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have been and shall be of
special, unique and extraordinary value to the Company and its
Subsidiaries.  Therefore, the Executive
agrees that, during the Executive’s employment with the Company and for one (1)
year thereafter (collectively the “Noncompete Period”), he shall not, without
prior express written consent of the Board, directly or indirectly (whether for
compensation or otherwise) own or hold any interest in, manage, operate,
control, participate in, consult with, render services for, or in any manner
participate in any business engaged in any of the businesses or services
provided by the Company or its Subsidiaries during the employment with the
Company or the Noncompete Period (a “Competing Company”) or otherwise competing
with the businesses of the Company or its Subsidiaries, either as a general or
limited partner, proprietor, common or preferred shareholder, officer,
director, agent, employee, consultant, trustee, affiliate or otherwise.  The Executive acknowledges that the Company’s
and its affiliates’ businesses are conducted nationally and internationally and
agrees that the provisions in this Section 13 shall operate throughout the
United States and the world.  Nothing
herein shall prohibit the Executive from being a passive owner of not more than
five percent (5%) of the outstanding securities of any publicly traded company
that constitutes a Competing Company, so long as the Executive has no active
participation in the business of such company.


14.           Non-Solicitation.  During the Executive’s employment with the
Company and for twelve (12) months thereafter (collectively the “Nonsolicit
Period”), the Executive shall not directly or indirectly through another entity
(i) induce or attempt to induce any employee of the Company or any Subsidiary
to leave the employ of the Company or such Subsidiary, or in any way interfere
with the relationship between the Company or any Subsidiary and any employee
thereof, (ii) hire any person who was an employee of the Company or any
Subsidiary at any time during the twenty-four (24) months preceding the Date of
Termination of the Executive, or (iii) induce or attempt to induce any
customer, developer, client, member, supplier, licensee, licensor, franchisee
or other business relation of the Company or any Subsidiary to cease doing
business with the Company or such Subsidiary, or in any way interfere with the
relationship 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 the
Company or any Subsidiary).


15.           Enforcement.  If, at the time of enforcement of any of
Sections 11 through 14 a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties agree that the maximum duration, scope or area reasonable under
such circumstances shall be substituted for the stated duration, scope or area
and that the court shall be allowed to revise the restrictions contained herein
to cover the maximum period, scope and area permitted by law.  Because the Executive’s services are unique
and because he has access to Confidential Information and Work Product, the
parties hereto acknowledge and agree that money damages would not be an
adequate remedy for any breach of this Agreement.  Therefore, in the event of a breach or
threatened 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
any court of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce or prevent any violations of the provisions
hereof (without posting a bond or other security).  In addition, in the event of an alleged
breach or violation by the Executive of any of Sections 11 through 14, the
Noncompete Period and the 


 


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Nonsolicit Period shall
be tolled until such breach or violation has been duly cured.  The Executive agrees that the restrictions
contained in Sections 11 through 14 are reasonable.


16.           Limitation on Acceleration of
Benefits.


(a)           Notwithstanding anything in this
Agreement to the contrary, in the event it shall be determined that any payment
or distribution by the Company to or for the Executive’s benefit (whether
pursuant to this Agreement or otherwise, and including insurance benefits,
accelerated vesting, pro-rated bonus or other benefits payable to the Executive
hereunder) (a “Payment”) would be, but for this Section 16, subject to the
excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended (the “Code”) as an “excess parachute payment” within
the meaning of Section 280G of the Code, or the regulations thereunder, then
the aggregate present value of amounts payable or distributable to or for the
Executive’s benefit pursuant to this Agreement (such payments or distributions
the “Agreement Payments”) shall be reduced to an amount which maximizes the
aggregate Agreement Payments without causing any Payment to be nondeductible by
the Company because of Section 280G of the Code.


(b)           All determinations required to be
made under this Section 16 shall be made by the Company’s usual outside
auditors (the “Accounting Firm”) which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days
after the termination of the Executive’s employment for any reason.  The Company and the Executive shall furnish
to the Accounting Firm such information and documents as the Accounting Firm
may reasonably request in order to make a determination under this Section
16.  The Company shall bear all costs the
Accounting Firm may reasonably incur in connection with any calculations
contemplated by this Section 16.  Absent
manifest error, the determination by the Accounting Firm shall be binding upon
the Company and on the Executive.  After
consultation with the Executive, the Company shall reasonably determine which
and how much of the Agreement Payments shall be eliminated or reduced
consistent with the requirements of this Section 16 and shall notify the
Executive promptly of its determination.


(c)           As a result of the uncertainty in the
application of Section 280G of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Agreement
Payments will have been made by the Company which should not have been made (an
“Overpayment”) or that additional Agreement Payments which will not have been
made by the Company could have been made (an “Underpayment”), in each case,
consistent with the calculations required to be made hereunder.  In the event a related tax deficiency is
asserted by the Internal Revenue Service against the Company or the Executive
which the Accounting Firm concludes has a high probability of resolution in
favor of the government, then an Overpayment has been made.  Any such Overpayment shall be shall be repaid
by the Executive to the Company to the extent such repayment would reduce the
Executive’s obligation for Excise Taxes or generate a refund of such
taxes.  In the event the Accounting Firm,
based upon controlling precedent or other substantial authority, determines
that an Underpayment has occurred, any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Executive.


 


 


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17.           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, by
agreement in form and substance reasonably satisfactory to the Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  As used in
this Agreement, “Company” shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 17 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.


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


18.           Representations.  The Executive hereby represents and warrants
to the Company that: (a) the execution, delivery and performance of this
Agreement by the Executive and the execution of the Company’s business plan by
the Executive do not and will not conflict with, breach, violate or cause a
default under any agreement, contract or instrument to which the Executive is a
party or any judgment, order or decree to which the Executive is subject, (b)
this Agreement constitutes the legal, valid and binding obligation of the
Executive, enforceable in accordance with its terms, (c) the Executive has not
and will not take any action that will conflict with, violate or cause a breach
of any noncompete, nonsolicitation or confidentiality agreement to which the
Executive is a party or by which the Executive is bound and (d) the Executive
is a resident of the Commonwealth of Virginia. 
The Executive hereby acknowledges and represents that he has carefully
reviewed this Agreement, that he has consulted with independent legal counsel
regarding his rights and obligations under this Agreement (or, after carefully
reviewing this Agreement, was given the opportunity to, but has freely decided
not to, consult with independent legal counsel), and that he fully understands
the terms and conditions contained herein.


19.           Notice.  All notices and other communications provided
for 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 registered
or certified mail (return receipt requested) postage prepaid, or by courier
guaranteeing next day delivery, in each case to the party to whom it is
directed at the following addresses (or at such other address for any party as
shall be specified by notice given in accordance with the provisions hereof,
provided that notices of a change of address shall be effective only upon
receipt thereof).  Notices delivered
personally shall be effective on the day so delivered, notices sent by
registered or certified mail shall be effective three (3) days after mailing,
and notices sent by courier guaranteeing next day delivery shall be effective
on the next day after deposit with the courier:


 


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  If to the
  Executive:

  	
   

  	
  P. Michael
  Becraft

  
	
   

  	
   

  	
  8942 Kenilworth
  Drive

  
	
   

  	
   

  	
  Burke, VA 22015

  
	
   

  	
   

  	
   

  
	
   

  	
  If to the
  Company:

  	
   

  	
  SI International,
  Inc.

  
	
   

  	
   

  	
  12012 Sunset Hills Road, Suite 800

  
	
   

  	
   

  	
  Reston,
  Virginia 20190

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
   

  



20.           Prior Agreement.  All prior agreements between the Company and
the Executive with respect to the employment of the Executive, with the exception
of an indemnification agreement between the Company and the Executive, if any, are
hereby superseded and terminated effective as of the date hereof and shall be
without further force or effect.


21.           Miscellaneous.  No provisions of this Agreement may be
modified, waived or discharged, unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and a duly authorized officer
of the Company.  No waiver by either
party hereto at any time of any breach by the other hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been 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 the other forms, as in
each case the context may require.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the Commonwealth of Virginia, without regard to its
conflict of laws provisions.  All amounts
payable to the Executive as compensation hereunder shall be subject to
customary withholding by the Company.


22.           Validity.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.


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


 


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


 


[Signatures appear on following page]


 


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                IN WITNESS
WHEREOF, the parties have executed this Agreement on the date and year first
above written.


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
  SI International,
  Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
  By:

  	
  /s/

  
	
   

  	
  Name:

  	
  S.
  Bradford Antle

  
	
   

  	
  Title:
  

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/

  
	
   

  	
  P. Michael Becraft

  



 


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