Form of Restricted Stock Agreement



 Exhibit 10.3 
  
 SRA INTERNATIONAL, INC. 
  
 Restricted Stock Agreement  
 Granted
Under 2002 Stock Incentive Plan 
  
 AGREEMENT made this
         day of                     ,         ,
between SRA International, Inc., a Delaware corporation (the “Company”), and [Name] (the “Participant”). 
  
 For valuable consideration paid by the Participant, receipt of which is acknowledged, the parties hereto agree as follows: 
  
 1. Grant of Shares. 
  
 (a) Grant. The Company shall issue to the Participant, an employee of
the Company, subject to the terms and conditions set forth in this Agreement and in the Company’s 2002 Stock Incentive Plan (the “Plan”), [Number] shares (the “Shares”) of class A common stock, $0.004 par value, of
the Company (“Common Stock”). The Company shall issue to the Participant one or more certificates in the name of the Participant for that number of Shares issued to the Participant. The Participant agrees that the Shares shall be subject
to vesting as set forth in Section 2 of this Agreement and the restrictions on transfer set forth in Section 3 of this Agreement. 
  
 (b) Forfeiture. If the Participant ceases to be employed by the Company for any reason or no reason, with or without cause, before the Shares vest,
the unvested Shares shall be immediately forfeited to the Company, in exchange for the par value of those shares. 
  
 2. Vesting. 
  
 (a) Vesting Schedule. Provided that the Participant remains employed by the Company on the occurrence of the following events or dates, the Shares
will vest as to: 
  
 [insert vesting table] 
  
 (b) For purposes of this Agreement, employment with the Company shall include
employment with a parent or subsidiary of the Company. 
  
 3.
Restrictions on Transfer. 
  
 (a) Prior to becoming
vested, the Shares may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, except by will or the laws of descent and distribution, without the written approval of the Secretary of the Company. 







 4. Escrow. 
  
 The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions in the form attached to this
Agreement as Exhibit A. The Joint Escrow Instructions shall be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall deliver to such escrow agent a stock assignment duly endorsed in blank, in the form
attached to this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder. Such materials shall be held by such escrow
agent pursuant to the terms of such Joint Escrow Instructions. 
  
 5. Restrictive Legends. 
  
 All certificates
representing Shares shall have affixed thereto legends in substantially the following form, in addition to any other legends that may be required under federal or state securities laws: 
  
 “The shares of stock represented by this certificate are subject to restrictions on transfer and forfeiture until
[Date] set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or his predecessor in interest), and such Agreement is available for inspection without charge at the office of the
Secretary of the corporation.” 
  
 6. Provisions of the
Plan. 
  
 (a) This Agreement is subject to the provisions of
the Plan, a copy of which is furnished to the Participant with this Agreement. 
  
 (b) As provided in the Plan, upon the occurrence of a Reorganization Event (as defined in the Plan), the repurchase and other rights of the Company hereunder shall inure to the benefit of the Company’s successor
and shall apply to the cash, securities or other property which the Shares were converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Shares under this Agreement. If,
in connection with a Reorganization Event, a portion of the cash, securities and/or other property received upon the conversion or exchange of the Shares is to be placed into escrow to secure indemnification or similar obligations, the mix between
the vested and unvested portion of such cash, securities and/or other property that is placed into escrow shall be the same as the mix between the vested and unvested portion of such cash, securities and/or other property that is not subject to
escrow. 
  
 7. Withholding Taxes; Section 83(b) Election.

  
 (a) The Participant acknowledges and agrees that the Company
has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the transfer or vesting of the Shares. 
  

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 (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state, local
and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant
understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Participant understands
that it may be beneficial in many circumstances to elect to be taxed at the time the Shares are granted rather than when and as the Shares vest by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of
grant. 
  
 THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE
PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF. 

 
 8. Miscellaneous. 
  
 (a) No Rights to Employment. The Participant acknowledges and agrees
that the vesting of the Shares pursuant to Section 2 hereof is earned only by continuing service as an employee at the will of the Company (not through the act of being hired or purchasing shares hereunder). The Participant further acknowledges and
agrees that the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of continued engagement as an employee or consultant for the vesting period, for any period, or at all.

  
 (b) Severability. The invalidity or unenforceability of
any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law. 
  
 (c) Waiver. Any provision for the benefit of the Company contained in
this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company. 
  
 (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs,
executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 3 of this Agreement. 
  
 (e) Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after
deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as
either party shall designate to the other in accordance with this Section 8(e). 
  

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 (f) Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. 
  
 (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersedes all prior agreements and
understandings, relating to the subject matter of this Agreement. 
  
 (h) Amendment. This Agreement may be amended or modified only by a written instrument executed by both the Company and the Participant. 
  
 (i) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware
without regard to any applicable conflicts of laws. 
  
 (j)
Participant’s Acknowledgments. The Participant acknowledges that he or she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the
Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law
firm of Wilmer Cutler Pickering Hale and Dorr LLP is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for the Participant. 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written. 
  

	
	 SRA INTERNATIONAL, INC.

	
	
 Name:

	 Title:

	
	
 Name:

	 Address:



  

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 Exhibit A 
  
 SRA INTERNATIONAL, INC. 
  
 Joint Escrow Instructions 
  
 [Date] 
  
 Secretary 
 SRA International, Inc. 
 4350 Fair Lakes Court 
 Fairfax, VA 22033 
  
 Dear Sir: 
  
 As Escrow Agent for SRA International, Inc., a Delaware corporation, and its successors in interest under the Restricted Stock Agreement (the “Agreement”) of even date herewith, to which a copy of these
Joint Escrow Instructions is attached (the “Company”), and the undersigned person (“Holder”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of the Agreement in accordance with
the following instructions: 
  
 1. Appointment. Holder
irrevocably authorizes the Company to deposit with you any certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions,
“Shares” shall be deemed to include any additional or substitute property. Holder does hereby irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this escrow to execute with respect to such Shares all
documents necessary or appropriate to make such Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions of this paragraph 1 and the terms of the Agreement, Holder shall exercise all rights and privileges of a
stockholder of the Company while the Shares are held by you. 
  
 2. Closing. 
  
 (a) Upon any forfeiture of the
Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably
authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. 
  
 (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form
or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the price for the Shares
being forfeited pursuant to the Agreement. 
  

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 3. Withdrawal. The Holder shall have the right to withdraw from this escrow any Shares that have
vested pursuant to the Agreement. 
  
 4. Duties of Escrow
Agent. 
  
 (a) Your duties hereunder may be altered, amended,
modified or revoked only by a writing signed by all of the parties hereto. 
  
 (b) You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by
you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and
in the exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith. 
  
 (c) You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other
person or Company, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree of any
court, you shall not be liable to any of the parties hereto or to any other person, firm or Company by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated
or found to have been entered without jurisdiction. 
  
 (d) You
shall not be liable in any respect on account of the identity, authority or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder. 
  
 (e) You shall be entitled to employ such legal counsel and other experts as
you may deem necessary properly to advise you in connection with your obligations hereunder and may rely upon the advice of such counsel. 
  
 (f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you cease to be Secretary of the Company or (ii) you resign by
written notice to each party. In the event of a termination under clause (i), your successor as Secretary shall become Escrow Agent hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor Escrow Agent
hereunder. 
  
 (g) If you reasonably require other or further
instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments. 
  

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 (h) It is understood and agreed that should any dispute arise with respect to the delivery and/or
ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such dispute shall have been settled either
by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to
institute or defend any such proceedings. 
  
 (i) These Joint
Escrow Instructions set forth your sole duties with respect to any and all matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow Instructions against you. 
  
 (j) The Company shall indemnify you and hold you harmless against any and all
damages, losses, liabilities, costs, and expenses, including attorneys’ fees and disbursements, for anything done or omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of your duties hereunder, except
such as shall result from your gross negligence or willful misconduct. 
  
 5. Notice. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with
postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses, or at such other addresses as a party may designate by ten days’ advance written notice to each of the other parties hereto.

  

			
	COMPANY:	 	Notices to the Company shall be sent to the address set forth in the salutation hereto, Attn: Chief Executive Officer
		
	HOLDER:	 	Notices to Holder shall be sent to the address set forth below Holder’s signature below.
		
	ESCROW AGENT:	 	Notices to the Escrow Agent shall be sent to the address set forth in the salutation hereto.

  
  

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 6. Miscellaneous. 
  
 (a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow
Instructions, and you do not become a party to the Agreement. 
  
 (b) This instrument shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 
  

	
	 Very truly yours,

	
	 SRA INTERNATIONAL, INC.

	
	
 Name:

	 Title:

	
	 HOLDER:

	
	
 Name:

	 Address:

	
	 Date Signed:
                                    



  

	
	 ESCROW AGENT:

	
	
 Name:

	 Title:


  

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 Exhibit B 
  
 (STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE) 
  
 FOR VALUE RECEIVED, I hereby sell, assign and transfer unto
                        
(                ) shares of Class A Common Stock, $0.004 par value per share, of SRA International, Inc. (the “Corporation”) standing in my name on the
books of the Corporation represented by Certificate(s) Number                  herewith, and do hereby irrevocably constitute and appoint
                             attorney to transfer the said stock on the books of the Corporation with
full power of substitution in the premises. 
  

	
	 Dated:
                                

	
	  

 Name:



  
 NOTICE: The
signature(s) to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration, enlargement, or any change whatever and must be guaranteed by a commercial bank, trust company or
member firm of the Boston, New York or Midwest Stock Exchange. 
  
 IN PRESENCE OF 
  

	
	
 Name:



  

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