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Exhibit 10.1  


 
 

FORM OF
  SI INTERNATIONAL, INC. 2002 STOCK INCENTIVE PLAN    
  


1.    Purpose  


        The SI International, Inc. 2002 Stock Incentive Plan is intended to promote the best interests of SI International, Inc. and its stockholders by
(i) assisting the Corporation and its Affiliates in the recruitment and retention of persons with ability and initiative, (ii) providing an incentive to such persons to contribute to the
growth and success of the Corporation's businesses by affording such persons equity participation in the Corporation and (iii) associating the interests of such persons with those of the
Corporation and its affiliates and stockholders. 


2.    Definitions  


        As used in this Plan the following definitions shall apply: 


        A.
"Affiliate" means (i) any Subsidiary, (ii) any Parent, (iii) any corporation, trade or business (including, without limitation, a
partnership or limited liability company) which is directly or indirectly controlled fifty percent (50%) or more (whether by ownership of stock, assets or an equivalent ownership interest or voting
interest) by the Corporation or one of its Affiliates, and (iv) any other entity in which the Corporation or any of its Affiliates has a material equity interest and which is designated as an
"Affiliate" by resolution of the Committee. 


        B.
"Board" means the Board of Directors of the Corporation. 


        C.
"Cause" means (i) in the case where the Participant does not have an employment, consulting or similar agreement in effect with the Corporation or
its Affiliate at the time of grant of the Option or Stock Award or where there is such an agreement but it does not define "cause" (or words of like import), conduct related to the Participant's
service to the Corporation or an Affiliate for which either criminal or civil penalties against the Participant may be sought, misconduct, insubordination, material violation of the Corporation or its
Affiliate's policies, disclosing or misusing any confidential information or material concerning the Corporation or any Affiliate or material breach of any employment, consulting agreement or similar
agreement, or (ii) in the case where the Participant has an employment agreement, consulting agreement or similar agreement in effect with the Corporation or its Affiliate at the time of grant
of the Option or Stock Award that defines a termination for "cause" (or words of like import), "cause" as defined in such agreement; provided, however, that with regard to any agreement that defines
"cause" on occurrence of or in connection with change of control, such definition of "cause" shall not apply until a change of control actually occurs and then only with regard to a termination
thereafter. 


        D.
"Code" means the Internal Revenue Code of 1986, and any amendments thereto. 


        E.
"Committee" means the Board or any Committee of the Board to which the Board has delegated any responsibility for the implementation, interpretation or
administration of the Plan. 


        F.
"Common Stock" means the common stock, $0.01 par value, of the Corporation. 


        G.
"Consultant" means (i) any person performing consulting or advisory services for the Corporation or any Affiliate, or (ii) a director of an
Affiliate. 


        H.
"Continuous Service" means that the Participant's service with the Corporation or an Affiliate, whether as an employee, Director or Consultant, is not
interrupted or terminated. A Participant's Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the
Corporation or an Affiliate as an employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of
the Participant's Continuous Service. The Participant's Continuous 





 




Service shall be deemed to have terminated either upon an actual termination or upon the company for which the Participant is performing services ceasing to be an Affiliate of the Corporation. The
Committee shall determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by the Corporation, including sick leave, military leave or any other
personal leave. 


        I.
"Corporation" means SI International, Inc. a Delaware corporation. 


        J.
"Corporation Law" means the general corporation law of the jurisdiction of incorporation of the Corporation. 


        K.
"Director" means a member of the Board. 


        L.
"Disability" shall have the meaning provided for in Section 22(e)(3) of the Code or any successor statute thereto. 


        M.
"Eligible Person" means an employee of the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this
Plan), a Director or a Consultant to the Corporation or an Affiliate (including a corporation that becomes an Affiliate after the adoption of this Plan). 


        N.
"Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        O.
"Fair Market Value" means, on any given date, the current fair market value of the shares of Common Stock as determined as follows: 



        (i)
If the Common Stock is traded on The Nasdaq National Market or The Nasdaq SmallCap Market or is listed on a national securities exchange, the closing price for the day of
determination as quoted on such market or exchange which is the primary market or exchange for trading of the Common Stock or if no trading occurs on such date, the last day on which trading occurred,
or such other appropriate date as determined by the Committee in its discretion, as reported in The Wall Street Journal or such other source as the Committee deems reliable; 


        (ii)
If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and the low
asked prices for the Common Stock for the day of determination; or 


        (iii)
In the absence of an established market for the Common Stock, Fair Market Value shall be determined by the Committee in good faith. 




        P.
"Incentive Stock Option" means an Option (or portion thereof) intended to qualify for special tax treatment under Section 422 of the Code. 


        Q.
"Listing Date" means the date on which the Corporation has a class of equity securities registered under Section 12 of the Securities Act. 


        R.
"Nonqualified Stock Option" means an Option (or portion thereof) which is not intended or does not for any reason qualify as an Incentive Stock Option. 


        S.
"Option" means any option to purchase shares of Common Stock granted under this Plan. 



        T.
"Parent" means any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if each of the corporations
(other than the Corporation) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other corporations in such chain. 


        U.
"Participant" means an Eligible Person who is selected by the Committee to receive an Option or Stock Award and is party to a Stock Option Agreement or
Stock Award Agreement. 


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        V.
"Plan" means this SI International, Inc. 2002 Stock Incentive Plan. 


        W.
"Restricted Stock Award" means an award of Common Stock under Section 7.B. 


        X.
"Securities Act" means the Securities Act of 1933, as amended. 


        Y.
"Stock Award" means a Stock Bonus Award, Restricted Stock Award or Stock Appreciation Right. 


        Z.
"Stock Bonus Award" means an award of Common Stock under Section 7.A. 


        AA.
"Stock Appreciation Right" means an award of a right of the Participant under Section 7.C to receive a payment based on the increase in Fair
Market Value of the shares of Common Stock covered by the award. 


        BB.
"Stock Award Agreement" means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and
conditions of a Stock Award granted to the Participant under Section 7. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan and shall include such terms and
conditions as the Committee shall authorize. 


        CC.
"Stock Option Agreement" means an agreement (written or electronic) between the Corporation and a Participant setting forth the specific terms and
conditions of an Option granted to the Participant. Each Stock Option Agreement shall be subject to the terms and conditions of the Plan and shall include such terms and conditions as the Committee
shall authorize. 


        DD.
"Subsidiary" means any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if each of the
corporations (other than the last corporation in the unbroken chain) owns stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in one of the other
corporations in such chain. 


        EE.
"Ten Percent Owner" means any Eligible Person owning at the time an Option is granted more than ten percent (10%) of the total combined voting power of
all classes of stock of the Corporation or of an Affiliate. An individual shall, in accordance with Section 424(d) of the Code, be considered to own any voting stock owned (directly or
indirectly) by or for his brothers, sisters, spouse, ancestors and lineal descendants and any voting stock owned (directly or indirectly) by or for a corporation, partnership, estate or trust shall be
considered as being owned proportionately by or for its stockholders, partners or beneficiaries. 


3.    Administration  


        A.    Delegation
of Administration.    The Board shall be the sole Committee of the Plan unless the Board delegates all or any portion of
its authority to administer the Plan to a Committee. To the extent not prohibited by the charter or bylaws of the Corporation, the Board may delegate all or a portion of its
authority to administer the Plan to a Committee of the Board appointed by the Board and constituted in compliance with the applicable Corporation Law. 



        B.    Powers
of the Committee.    Subject to the provisions of the Plan, and in the case of a Committee appointed by the Board, the
specific duties delegated to such Committee, the Committee shall have the authority: 



        (i)
To construe and interpret all provisions of this Plan and all Stock Option Agreements and Stock Award Agreements under this Plan. 


        (ii)
To determine the Fair Market Value of Common Stock. 


        (iii)
To select the Eligible Persons to whom Options or Stock Awards, are granted from time to time hereunder. 



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        (iv)
To determine the number of shares of Common Stock covered by an Option or Stock Award; determine whether an Option shall be an Incentive Stock Option or Nonqualified Stock Option;
and determine such other terms and conditions, not inconsistent with the terms of the Plan, of each such Option or Stock Award. Such terms and conditions include, but are not limited to, the exercise
price of an Option, purchase price of Common Stock subject to a Stock Award, the time or times when Options or Stock Awards may be exercised or Common Stock issued thereunder, the right of the
Corporation to repurchase Common Stock issued pursuant to the exercise of an Option or a Stock Award and other restrictions or limitations (in addition to those contained in the Plan) on the
forfeitability or transferability of Options, Stock Awards or Common Stock issued upon exercise of an Option or pursuant to a Stock Award. Such terms may include conditions which shall be determined
by the Committee and need not be uniform with respect to Participants. 


        (v)
To accelerate the time at which any Option or Stock Award may be exercised, or the time at which a Stock Award or Common Stock issued under the Plan may become transferable or
nonforfeitable. 


        (vi)
To determine whether and under what circumstances an Option may be settled in cash, shares of Common Stock or other property under Section 6.I instead of Common Stock. 


        (vii)
To amend, cancel, extend, renew, accept the surrender of, modify or accelerate the vesting of or lapse of restrictions on all or any portion of an outstanding Option or Stock
Award; and to reduce the exercise price of any Option. Except as specifically permitted by the Plan, the Stock Option Agreement or Stock Award Agreement or as required to comply with applicable law,
regulation or rule, no amendment, cancellation or modification shall, without a Participant's consent, adversely affect any rights of the Participant; provided, however, that an amendment or
modification that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant. 


        (viii)
To prescribe the form of Stock Option Agreements and Stock Award Agreements; to adopt policies and procedures for the exercise of Options or Stock Awards, including the
satisfaction of withholding obligations; to adopt, amend, and rescind policies and procedures pertaining to the administration of the Plan; and to make all other determinations necessary or advisable
for the administration of this Plan. 




The
express grant in the Plan of any specific power to the Committee shall not be construed as limiting any power or authority of the Committee; provided that a Committee of the Board may not exercise
any right or power reserved to the Board. Any decision made, or action taken, by the Committee or in connection with the administration of this Plan shall be final, conclusive and binding on all
persons having an interest in the Plan. 


        C.    Administration
When Common Stock is Publicly Traded.    On and following the Listing Date the Committee authorized by the Board to
administer the Plan shall, if so determined by the Board, consist of solely two (2) or more Non-Employee Directors (within the meaning of Rule 16b-3 under the
Exchange Act); provided that the Board may delegate administrative authority with respect to Eligible Persons who are not subject to Section 16 of the Exchange Act to a committee of other than
Non-Employee Directors. 


4.    Eligibility  


        A.    Eligibility
for Awards.    Nonqualified Stock Options and Stock Awards may be granted to any Eligible Person selected by the
Committee. Incentive Stock Options may be granted only to employees of the Corporation or a Parent or Subsidiary. 


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        B.    Eligibility
of Consultants.    A Consultant shall be an Eligible Person only if the offer or sale of the Corporation's securities
would be exempt from registration under Rule 701 under the Securities Act prior to the date the Corporation is required to file reports under Section 13 or 15(d) of the Exchange Act, or
eligible for registration on Form S-8 Registration Statement, on and following the date the Corporation is required to file reports under Section 13 or 15(d) of the Exchange
Act, because, in either case, of the identity and nature of the service provided by such person, unless the Corporation determines that an offer or sale of the Corporation's securities to such person
will satisfy another exemption from the registration under the Securities Act and complies with the securities laws of all other jurisdictions applicable to such offer or sale. 


        C.    Substitution
Awards.    The Committee may make Stock Awards and may grant Options and in substitution for performance shares,
phantom shares, stock awards, stock options, stock appreciation rights or similar awards in connection with a merger, consolidation or acquisition of property or stock. Notwithstanding any provision
of the Plan (other than the maximum number of shares of Common Stock that may be issued under the Plan), the terms of such substituted Stock Awards or Options shall be as the Committee, in its
discretion, determines is appropriate. 


5.    Common Stock Subject to Plan  


        A.    Share
Reserve.    Subject to adjustment as provided in Section 8, the maximum aggregate number of shares of Common Stock
that may be (i) issued under this Plan pursuant to the exercise of Options, (ii) issued pursuant to Stock Bonus Awards and Restricted Stock Awards, and (iii) covered by Stock
Appreciation Rights is                        and shall automatically increase at the beginning of each fiscal year by a number
equal to the lesser of            shares of Common Stock and an amount
determined by the Board. 


        B.    Reversion
of Shares.    If an Option or Stock Award is terminated, expires or becomes unexercisable, in whole or in part, for any
reason, the unissued or unpurchased shares of Common Stock (or shares subject to an unexercised Stock Appreciation Right) which were subject thereto shall become available for future grant under the
Plan. Shares of Common Stock that have been actually issued under the Plan shall not be returned to the share reserve for future grants under the Plan; except that shares of Common Stock issued
pursuant to a Stock Award which are repurchased by the Corporation at the original purchase price of such shares, shall be returned to the share reserve for future grant under the Plan. 



        C.    Source
of Shares.    Common Stock issued under the Plan may be shares of authorized and unissued Common Stock or shares of
previously issued Common Stock that have been reacquired by the Corporation. 


6.    Options  


        A.    Award.    In
accordance with the provisions of Section 4, the Committee will designate each Eligible Person to whom an
Option is to be granted and will specify the number of shares of Common Stock covered by such Option. The Stock Option Agreement shall specify whether the Option is an Incentive Stock Option or
Nonqualified Stock Option, the vesting schedule applicable to such Option and any other terms of such Option. No Option that is intended to be an Incentive Stock Option shall be invalid for failure to
qualify as an Incentive Stock Option. 


        B.    Option
Price.    The exercise price per share for Common Stock subject to an Option shall be determined by the Committee, but shall
comply with the following: 



        (i)
The exercise price per share for Common Stock subject to a Nonqualified Stock Option shall be determined by the Committee. 



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        (ii)
The exercise price per share for Common Stock subject to an Incentive Stock Option: 




	•
	granted
to a Participant who is deemed to be a Ten Percent Owner on the date such option is granted, shall not be less than one hundred ten percent (110%) of
the Fair Market Value on the date of grant.



	•
	granted
to any other Participant, shall not be less than one hundred percent (100%) of the Fair Market Value on the date of grant. 






        C.    Maximum
Option Period.    The maximum period during which an Option may be exercised shall be determined by the Committee on the
date of grant, except that no Option that is intended to be an Incentive Stock Option shall be exercisable after the expiration of ten years from the date such Option was granted. In the case of an
Incentive Stock Option that is granted to a Participant who is or is deemed to be a Ten Percent Owner on the date of grant, such Option shall not be exercisable after the expiration of five years from
the date of grant. The terms of any Option that is an Incentive Stock Option may provide that it is exercisable for a period less than such maximum period. 



        D.    Maximum
Value of Options which are Incentive Stock Options.    To the extent that the aggregate Fair Market Value of the Common
Stock with respect to which Incentive Stock Options granted to any person are exercisable for the first time during any calendar year (under all stock option plans of the Corporation or any of its
Affiliates) exceeds $100,000 (or such other amount provided in Section 422 of the Code), the Options are not Incentive Stock Options. For purposes of this section, the Fair Market Value of the
Common Stock will be determined as of the time the Incentive Stock Option with respect to the Common Stock is granted. This section will be applied by taking Incentive Stock Options into account in
the order in which they are granted. 


        E.    Nontransferability.    Options
granted under this Plan which are intended to be Incentive Stock Options shall be nontransferable
except by will or by the laws of descent and distribution and during the lifetime of the Participant shall be exercisable by only the Participant to whom the Incentive Stock Option is granted. If the
Stock Option Agreement so provides or the Committee so approves, a Nonqualified Stock Option may be transferred by a Participant to the Participant's children, stepchildren, grandchildren, spouse, one
or more trusts for the benefit of such family members or a partnership in which such family members are the only partners; provided, however, that Participant may not receive any consideration for the
transfer. The holder of a Nonqualified Stock Option transferred pursuant to this section shall be bound by the same terms and conditions that governed the Option during the period that it was held by
the Participant. Except to the extent transferability of a Nonqualified Stock Option is provided for in the Stock Option Agreement or is approved by the Committee, during the lifetime of the
Participant to whom the Nonqualified Stock Option is granted, such Option may be exercised only by the Participant. No right or interest of a Participant in any Option shall be liable for, or subject
to, any lien, obligation, or liability of such Participant. 


        F.    Vesting
and Termination of Continuous Service.    Except as provided in a Stock Option Agreement, the following rules shall apply: 



        (i)
Options will vest as provided in the Stock Option Agreement. An Option will be exercisable only to the extent that it is vested on the date of exercise. Vesting of an Option will
cease on the date of the Participant's termination of Continuous Service and the Option will be exercisable only to the extent the Option is vested on the date of termination of Continuous Service. 


        (ii)
If the Participant's termination of Continuous Service is for reason of death or Disability, the right to exercise the Option (to the extent vested) will expire, unless otherwise
specified in the Stock Option Agreement, on the earlier of (i) one (1) year after the date of the Participant's termination of Continuous Service, or (ii) the expiration date
under the terms of the Agreement. 



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Until the expiration date, the Participant's heirs, legatees or legal representative may exercise the Option, except to the extent the Option was previously transferred pursuant to
Section 6.E. 


        (iii)
If the Participant's termination of Continuous Service is an involuntary termination without Cause or a voluntary termination (other than a voluntary termination described in
Section 6.F (iv)), the right to
exercise the Option (to the extent that it is vested) will expire, unless otherwise specified in the Stock Option Agreement, on the earlier of (i) three (3) months after the date of the
Participant's termination of Continuous Service, or (ii) the expiration date under the terms of the Agreement. If the Participant's termination of Continuous Service is an involuntary
termination without Cause or a voluntary termination (other than a voluntary termination described in Section 6.F (iv)) and the Participant dies after his or her termination of
Continuous Service but before the right to exercise the Option has expired, the right to exercise the Option (to the extent vested) shall expire, unless otherwise specified in the Stock Option
Agreement, on the earlier of (i) one (1) year after the date of the Participant's termination of Continuous Service or (ii) the date the Option expires under the terms of the
Stock Option Agreement, and, until expiration, the Participant's heirs, legatees or legal representative may exercise the Option, except to the extent the Option was previously transferred pursuant to
Section 6.E. 


        (iv)
If the Participant's termination of Continuous Service is for Cause or is a voluntary termination at any time after an event which would be grounds for termination of the
Participant's Continuous Service for Cause, the right to exercise the Option shall expire, unless otherwise specified in the Stock Option Agreement, as of the date of the Participant's termination of
Continuous Service. 




        G.    Exercise.    An
Option shall be exercised by completion, execution and delivery of notice (written or electronic) to the
Corporation of the Option which states (i) the Option holder's intent to exercise the Option, (ii) the number of shares of Common Stock with respect to which the Option is being
exercised, (iii) such other representations and agreements as may be required by the Corporation and (iv) the method for satisfying any applicable tax withholding as provided in
Section 9. Such notice of exercise shall be provided on such form or by such method as the Committee may designate, and payment of the exercise price shall be made in accordance with
Section 6.H. Subject to the provisions of this Plan and the applicable Stock Option Agreement, an Option may be exercised to the extent vested in whole at any time or in part from time to time
at such times and in compliance with such requirements as the Committee shall determine. A partial exercise of an Option shall not affect the right to exercise the Option from time to time in
accordance with this Plan and the applicable Stock Option Agreement with respect to the remaining shares subject to the Option. An Option may not be exercised with respect to fractional shares of
Common Stock. 


        H.    Payment.    Unless
otherwise provided by the Stock Option Agreement, payment of the exercise price for an Option shall be made in
cash or a cash equivalent acceptable to the Committee. With the consent of the Committee, payment of all or part of the exercise price of an Option may also be made (i) by surrendering shares
of Common Stock to the Corporation that have been held for at least six (6) months prior to the date of exercise, (ii) with a full-recourse promissory note, (iii) if
the Common Stock is traded on an established securities market, the Committee may approve payment of the exercise price by a broker-dealer or by the Option holder with cash advanced by the
broker-dealer if the exercise notice is accompanied by the Option holder's written irrevocable instructions to deliver the Common Stock acquired upon exercise of the Option to the broker-dealer, or
(iv) any other method acceptable to the Committee. If Common Stock is used to pay all or part of the exercise price, the sum of the cash or cash equivalent and the Fair Market Value (determined
as of the date of exercise) of the shares surrendered must not be less than the Option price of the shares for which the Option is being exercised. If all or part of the exercise price is to be paid
with a full-recourse promissory note, the par value of the Common Stock, if newly issued, shall be paid in cash or cash equivalents. The shares received upon exercise of the Option shall
be pledged as security for payment 


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of the principal amount of the promissory note and interest thereon and the interest rate payable under the terms of the promissory note shall not be less than the minimum rate (if any) required to
avoid the imputation of additional interest under the Code. Subject to the foregoing, the Committee (at its sole discretion) shall specify the term, interest rate, amortization requirements (if any)
and other provisions of such note. 


        I.    Buyout
Provisions.    The Committee may at any time offer to buy out an Option previously granted for a payment in cash, shares of
Common Stock or other property. Such buyout offer shall be on such terms and conditions as the Committee shall determine. 


        J.    Stockholder
Rights.    No Participant shall have any rights as a stockholder with respect to shares subject to an Option until the
date of exercise of such Option and the certificate for shares of Common Stock to be received on exercise of such Option has been issued by the Corporation. 



        K.    Disposition
and Stock Certificate Legends for Incentive Stock Option Shares.    A Participant shall notify the Corporation of any
sale or other disposition of Common Stock acquired pursuant to an Incentive Stock Option if such sale or disposition occurs (i) within two years of the grant of an Option or (ii) within
one year of the issuance of the Common Stock to the Participant. Such notice shall be in writing and directed to the Secretary of the Corporation. The Corporation may require that certificates
evidencing shares of Common Stock purchased upon the exercise of Incentive Stock Option issued under the Plan be endorsed with a legend in substantially the following form: 




The
shares evidenced by this certificate may not be sold or transferred prior to            , 20    , in the absence of a written statement from the Corporation to the effect
that the
Corporation is aware of the facts of such sale or transfer. 





        The
blank contained in this legend shall be filled in with the date that is the later of (i) one year and one day after the date of the exercise of such Incentive Stock Option or
(ii) two years and one day after the grant of such Incentive Stock Option. 



7.    Stock Awards  


        A.    Stock
Bonus Awards.    Each Stock Award Agreement for a Stock Bonus Award shall be in such form and shall contain such terms and
conditions as the Committee shall deem appropriate. The terms and
conditions of Stock Award Agreements for Stock Bonus Awards may change from time to time, and the terms and conditions of separate Stock Bonus Awards need not be identical, but each Stock Bonus Award
shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 



        (i)    Consideration.    A
Stock Bonus Award may be granted in consideration for past services actually rendered to the Corporation or an
Affiliate for its benefit. 


        (ii)    Vesting.    Shares
of Common Stock granted under the Stock Bonus Award may, but need not, be subject to a vesting schedule and
may, but need not, be subject to a share repurchase option in favor of the Corporation as determined by the Committee. 


        (iii)    Participant's
Termination of Service.    In the event of a Participant's termination of Continuous Service, the Corporation may
reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the Stock Bonus Award. 


        (iv)    Transferability.    Rights
to acquire shares of Common Stock under the Stock Bonus Award shall be transferable by the Participant
only upon such terms and conditions as are set forth in the Stock Award Agreement, as the Committee shall determine in its discretion, so long as Common Stock granted under the Stock Bonus Award
remains subject to the terms of the Stock Award Agreement. 



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        B.    Restricted
Stock Awards.    Each Stock Award Agreement for a Restricted Stock Award shall be in such form and shall contain such
terms and conditions as the Committee shall deem appropriate. The terms and conditions of the Stock Award Agreements for Restricted Stock Awards may change from time to time, and the terms and
conditions of separate Restricted Stock Awards need not be identical, but each Restricted Stock Award shall include (through incorporation of the provisions hereof by references in the agreement or
otherwise) the substance of each of the following provisions: 



        (i)    Purchase
Price.    The purchase price of restricted stock awards shall be determined by the Committee. 


        (ii)    Consideration.    The
purchase price of Common Stock acquired pursuant to the Restricted Stock Award shall be paid either:
(i) in cash at the time of purchase; (ii) at the discretion of the Committee, according to a deferred payment or other similar arrangement with the Participant; or (iii) in any
other form of legal consideration that may be acceptable to the Committee in its discretion; provided, however, that payment of the Common Stock's "par value" shall not be made by deferred payment. 


        (iii)    Vesting.    Shares
of Common Stock acquired under a Restricted Stock Award may, but need not, be subject to a share repurchase
option in favor of the Corporation in accordance with a vesting schedule to be determined by the Committee. 


        (iv)    Participant's
Termination of Service.    In the event of a Participant's termination of Continuous Service, the Corporation may
repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the Stock Award Agreement for
such Restricted Stock Award. 


        (v)    Transferability.    Rights
to acquire shares of Common Stock under a Restricted Stock Award shall be transferable by the
Participant only upon such terms and conditions as are set forth in the Stock Award Agreement for such Restricted Stock Award, as the Committee shall determine in its discretion, so long as Common
Stock granted under the Restricted Stock Award remains subject to the terms of the Stock Award Agreement. 




        C.    Stock
Appreciation Rights.    Each Stock Award Agreement for Stock Appreciation Rights shall be in such form and shall contain such
terms and conditions as the Committee shall deem appropriate. The terms and conditions of Stock Appreciation Rights may change from time to time, and the terms and conditions of separate Stock
Appreciation Rights need not be identical, but each Stock Appreciation Right shall include (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of
each of the following provisions: 



        (i)    Benefit
Provided.    Each Stock Appreciation Right shall provide the Participant with the right to receive payment in cash or
shares of Common Stock having a Fair Market Value, as designated in the Stock Award Agreement for such Stock Appreciation Rights, of an amount equal to the difference between the Fair Market Value of
the Common Stock on the date of grant of such award and the Fair Market Value of the Common Stock on the date of exercise of such Stock Appreciation Right. 


        (ii)    Tandem
Awards.    Stock Appreciation Rights may be granted either alone or in tandem with other awards, including Options, under
the Plan. 


        (iii)    Vesting.    The
Stock Award Agreement for a Stock Appreciation Right shall provide the vesting schedule applicable to such award
and may, but need not, provide that shares of Common Stock acquired upon exercising a Stock Appreciation Right are subject to a repurchase option in favor of the Corporation. 


        (iv)    Participant's
Termination of Service.    In the event of a Participant's termination of Continuous Service, the Corporation may
repurchase or otherwise reacquire any or all of the 



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shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the Stock Appreciation Right. 


        (v)    Transferability.    Rights
to acquire cash or shares of Common Stock under a Stock Appreciation Right shall be transferable by the
Participant only upon such terms and conditions as are set forth in the agreement, as the Committee shall determine in its discretion, so long as Common Stock received under the Stock Appreciation
Right remains subject to the terms of the Stock Award Agreement. 




8.    Changes in Capital Structure  


        A.    No
Limitations of Rights.    The existence of outstanding Options or Stock Awards shall not affect in any way the right or power of
the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Corporation's capital structure or its business, or any
merger or consolidation of the Corporation, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution
or liquidation of the Corporation, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. 


        B.    Changes
in Capitalization.    If the Corporation shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Common Stock outstanding, without receiving consideration therefore in money, services or
property, then (i) the number, class, and per share price of shares of Common Stock subject to outstanding Options and Stock Awards hereunder and (ii) the number and class of shares then
reserved for issuance under the Plan and the maximum number of shares for which awards may be granted to a Participant during a specified time period shall be appropriately and proportionately
adjusted. The conversion of convertible securities of the Corporation shall not be treated as effected "without receiving consideration." The Committee shall make such adjustments, and its
determinations shall be final, binding and conclusive. 


        C.    Merger,
Consolidation or Asset Sale.    If the Corporation is merged or consolidated with another entity or sells or otherwise
disposes of substantially all of its assets to another company while Options or Stock Awards remain outstanding under the Plan, unless provisions are made in connection with such transaction for the
continuance of the Plan and/or the assumption or substitution of such Options or Stock Awards with new options or stock awards covering the stock of the successor company, or parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of shares and prices, then all outstanding Options and Stock Awards which have not been continued, assumed or for which a substituted
award has not been granted shall, whether or not vested or then exercisable, unless
otherwise specified in the Stock Option Agreement, terminate immediately as of the effective date of any such merger, consolidation or sale. 


        D.    Limitation
on Adjustment.    Except as previously expressly provided, neither the issuance by the Corporation of shares of stock of
any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Corporation convertible into such shares or other securities, nor the increase or decrease of the number of authorized shares of stock, nor
the addition or deletion of classes of stock, shall affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to
outstanding Options or Stock Awards. 


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9.    Withholding of Taxes  


        The Corporation or an Affiliate shall have the right, before any certificate for any Common Stock is delivered, to deduct or withhold from any payment owed to a
Participant any amount that is necessary in order to satisfy any withholding requirement that the Corporation or Affiliate in good faith believes is imposed upon it in connection with Federal, state,
or local taxes, including transfer taxes, as a result of the issuance of, or lapse of restrictions on, such Common Stock, or otherwise require such Participant to make provision for payment of any
such withholding amount. Subject to such conditions as may be established by the Committee, the Committee may permit a Participant to (i) have Common Stock otherwise issuable under an Option or
Stock Award withheld to the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income, (ii) tender back to the Corporation shares of Common Stock
received pursuant to an Option or Stock Award to the extent necessary to comply with minimum statutory withholding rate requirements for supplemental income, (iii) deliver to the Corporation
previously acquired Common Stock, (iv) have funds withheld from payments of wages, salary or other cash compensation due the Participant, or (v) pay the Corporation or its Affiliate in
cash, in order to satisfy part or all of the obligations for any taxes required to be withheld or otherwise deducted and paid by the Corporation or its Affiliate with respect to the Option or Stock
Award. 


10.  Compliance with Law and Approval of Regulatory Bodies  


        A.    General
Requirements.    No Option or Stock Award shall be exercisable, no Common Stock shall be issued, no certificates for shares
of Common Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all applicable federal and state laws and regulations (including, without limitation,
withholding tax requirements), any listing agreement to which the
Corporation is a party, and the rules of all domestic stock exchanges or quotation systems on which the Corporation's shares may be listed. The Corporation shall have the right to rely on an opinion
of its counsel as to such compliance. Any share certificate issued to evidence Common Stock when a Stock Award is granted or for which an Option or Stock Award is exercised may bear such legends and
statements as the Committee may deem advisable to assure compliance with federal and state laws and regulations. No Option or Stock Award shall be exercisable, no Stock Award shall be granted, no
Common Stock shall be issued, no certificate for shares shall be delivered, and no payment shall be made under this Plan until the Corporation has obtained such consent or approval as the Committee
may deem advisable from regulatory bodies having jurisdiction over such matters. 



        B.    Participant
Representations.    The Committee may require that a Participant, as a condition to receipt or exercise of a particular
award, execute and deliver to the Corporation a written statement, in form satisfactory to the Committee, in which the Participant represents and warrants that the shares are being acquired for such
person's own account, for investment only and not with a view to the resale or distribution thereof. The Participant shall, at the request of the Committee, be required to represent and warrant in
writing that any subsequent resale or distribution of shares of Common Stock by the Participant shall be made only pursuant to either (i) a registration statement on an appropriate form under
the Securities Act of 1933, which registration statement has become effective and is current with regard to the shares being sold, or (ii) a specific exemption from the registration
requirements of the Securities Act of 1933, but in claiming such exemption the Participant shall, prior to any offer of sale or sale of such shares, obtain a prior favorable written opinion of
counsel, in form and substance satisfactory to counsel for the Corporation, as to the application of such exemption thereto. 


11.  General Provisions  


        A.    Effect
on Employment and Service.    Neither the adoption of this Plan, its operation, nor any documents describing or referring to
this Plan (or any part thereof) shall (i) confer upon any individual any right to continue in the employ or service of the Corporation or an Affiliate, (ii) in any way affect 


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any right and power of the Corporation or an Affiliate to change an individual's duties or terminate the employment or service of any individual at any time with or without assigning a reason
therefor or (iii) except to the extent the Committee grants an Option or Stock Award to such individual, confer on any individual the right to participate in the benefits of the Plan. 



        B.    Use
of Proceeds.    The proceeds received by the Corporation from the sale of Common Stock pursuant to this Plan shall be used for
general corporate purposes. 


        C.    Unfunded
Plan.    The Plan, insofar as it provides for grants, shall be unfunded, and the Corporation shall not be required to
segregate any assets that may at any time be represented by grants under this
Plan. Any liability of the Corporation to any person with respect to any grant under this Plan shall be based solely upon any contractual obligations that may be created pursuant to this Plan. No such
obligation of the Corporation shall be deemed to be secured by any pledge of, or other encumbrance on, any property of the Corporation. 



        D.    Rules
of Construction.    Headings are given to the Sections of this Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment to or successor of such provision of law. 


        E.    Choice
of Law.    The Plan and all Stock Option Agreements and Stock Award Agreements entered into under the Plan shall be
interpreted under the Corporation Law excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the Corporation
Law. 


12.  Amendment and Termination  


        The Board may amend or terminate this Plan from time to time; provided, however, stockholder approval shall be required for any amendment that
(i) increases the aggregate number of shares of Common Stock that may be issued under the Plan, except as contemplated by Section 5A or 8B or (ii) changes the class of employees
eligible to receive Incentive Stock Options. Except as specifically permitted by the Plan, Stock Option Agreement or Stock Award Agreement or as required to comply with applicable law, regulation or
rule, no amendment shall, without a Participant's consent, adversely affect any rights of such Participant under any Option or Stock Award outstanding at the time such amendment is made; provided,
however, that an amendment that may cause an Incentive Stock Option to become a Nonqualified Stock Option shall not be treated as adversely affecting the rights of the Participant. Any increase in the
aggregate number of shares of Common Stock available under Plan, except as contemplated by Section 5A or 8B or change in class of employees eligible to receive Incentive Stock Options shall be
approved by the stockholders of the Corporation within twelve (12) months of the date such amendment is adopted by the Board. 


13.  Effective Date of Plan, Duration of Plan  


        A. The Plan became effective as of                        , 2002
upon adoption by the Board, subject to approval within twelve (12) months by the stockholders
holding of a majority of the shares of entitled to vote thereon. Unless and until the plan has been approved the stockholders of the Corporation, no Option or Stock Award may be exercised (or Stock
Bonus Award granted). In the event that the stockholders of the Corporation shall not approve the Plan within such twelve (12) month period, the Plan and any previously granted Option or Stock
Award shall terminate. 


        B.
Unless previously terminated, the Plan will terminate ten (10) years after the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan
is approved by the stockholders, except that Options and Stock Awards that are granted under the Plan prior to its termination will continue to 


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be administered under the terms of the Plan until the Options and Stock Awards terminate or are exercised. 



	 	 	SI INTERNATIONAL, INC.
	

 	
 	

By:	


	 	 	Name:	

	 	 	Title:	

	 	 	Date:	





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FORM OF SI INTERNATIONAL, INC. 2002 STOCK INCENTIVE PLAN