Exhibit 10.15


 


SI INTERNATIONAL, INC.


STOCK OPTION AGREEMENT


EVIDENCING GRANT OF STOCK OPTIONS


UNDER THE SI INTERNATIONAL, INC. 


2002 AMENDED AND RESTATED OMNIBUS
STOCK INCENTIVE PLAN


 


THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the Option Grant Date set
forth on the Initial Notice of Stock Option Grant hereto by and between (i) SI
International, Inc., a Delaware corporation (the “Company”) and (ii) the
undersigned Participant, an employee, Director or Consultant of the Company or
an Affiliate as named on the Notice of Stock Option Grant hereto. Certain
capitalized terms used herein are defined in Section 6 hereof.  Capitalized terms used but not defined herein
shall have the meaning ascribed to such terms in the SI International, Inc.
2002 Amended and Restated Omnibus Stock Incentive Plan (as amended from time to
time according to its terms, the “Plan”).


 


NOW, THEREFORE,
in consideration of the mutual promises made herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound, agree as follows:


 


1.             Grant of Stock Options.


 


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


 


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


 


(c)           Participant Bound by Plan.  A copy of the Plan has been provided to
Participant, and Participant has completely and carefully reviewed this
Agreement and the Plan.  As an inducement
to the Company to issue the Options to Participant, and as a condition thereto,
Participant agrees to be bound by all of the terms of the Plan and this
Agreement with respect to the Options and all Option Shares and the other
terms, conditions, and agreements set forth in this Agreement and in the
Plan.  The Plan is by this reference
incorporated herein and made a part hereof.


 


(d)           Binding Agreement;
Noncontravention.  As an inducement to the Company
to enter into this Agreement, issue the Options to Participant, and issue the
Common Stock upon exercise thereof, and as a condition thereto, Participant
represents and warrants to the Company that this Agreement constitutes the
legal, valid and binding obligation of Participant, enforceable in accordance
with its terms, and the execution, delivery and performance of this Agreement
by Participant do not and shall not conflict with, violate or cause a breach of
any agreement, contract or instrument to which Participant is a party or any
judgment, order or decree to which Participant is subject.


 


(e)           Retention of Company’s
Rights.  As a further inducement to the Company to
enter into this Agreement, issue the Options to Participant, and issue the Common
Stock upon exercise thereof, and as a condition thereto, Participant
acknowledges and agrees that no agreement or arrangement between the
Participant and the Company or any Affiliate (including, without limitation,
the grant of Options to Participant, the issuance of Option Shares upon
exercise thereof, and the execution and delivery of this Agreement) shall (i) entitle
Participant


 





















 


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


 


2.             Vesting of Options.  Options
granted hereunder may be exercised only to the extent they have become vested
in accordance with the relevant Notice of Stock Option Grant, the terms hereof,
and the Plan.  Notwithstanding the
foregoing, and except as otherwise provided herein or the Plan, all vesting
shall cease and no Unvested Options (as defined below) shall vest after the
date on which Participant terminates Continuous Service for any reason.  Options which have vested and become
exercisable pursuant to the terms of this Agreement are referred to herein as “Vested
Options,” and all other Options are referred to herein as “Unvested
Options.”


 


3.             Term and Expiration of Options. Subject to earlier expiration or
termination as provided herein or in the Plan, all of the Options shall expire
and no longer be exercisable at the close of business on the day immediately
preceding the tenth anniversary of the Option Grant Date.


 


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


 


5.             Restrictions on Transfer of Options and Option
Shares.


 


(a)           Retention of Options.  Participant shall not sell, transfer, assign,
pledge, hypothecate, or otherwise dispose of (whether with or without
consideration and whether voluntarily or involuntarily or by operation of law)
any interest in any Options (a “Transfer” of Options). Any Transfer of Options
shall cause such Options to be void ab initio.
Options may be exercised only by Participant (or by Participant’s legal
guardian or legal representative).


 


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


 


6.             Definitions.


 


(a)           “Initial Notice of
Stock Option Grant” means the Notice of Stock Option Grant hereto that
specifies the terms of the Option for Shares of Common Stock granted to
Participant at the time this Agreement is executed by the parties.


 


(b)           “Notice of Stock Option
Grant” shall mean the Initial Notice of Stock Option Grant to this
Agreement and any subsequent Notices of Stock Option Grant executed by the
Company and Participant which detail the specific terms of an Option granted to
Participant under the Plan.


 


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


 


(d)           “Option Shares”
means (i) all shares of Common Stock issued or issuable upon exercise of
Options and (ii) any other securities issued directly or indirectly with
respect to the securities referred to in clause (i) above by way of a
stock split, stock dividend or other division of securities, or in connection
with a combination of securities, recapitalization, merger, consolidation, or
other reorganization, or upon conversion, exchange, or exercise of any of the
foregoing securities.


 





















 


7.             Nonsolicitation.  As an inducement to the Company to enter into
this Agreement, issue the Options to Participant, and issue the Common Stock
upon exercise thereof, and as a condition for Participant retaining the right
to exercise the Options under the terms hereof, Participant covenants and
agrees that during Participant’s Continuous Service and for 12 months
thereafter, Participant shall not, directly or indirectly, for Participant’s
own benefit or on behalf of or through another entity: (i) induce or
attempt to induce any employee of the Company or any Affiliate to leave the
employ of the Company or any Affiliate, or in any way interfere with the
relationship between the Company or any Affiliate and any employee thereof, (ii) 
hire any person who was an employee of the Company or any Affiliate at any time
during the 24 months preceding the termination of Participant’s Continuous
Service, 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 Affiliate to cease doing business with the
Company or any Affiliate, or in any way purposefully interfere with the
relationship between any such customer, developer, client, member, supplier,
licensee or business relation and the Company or any Affiliate (including,
without limitation, by making any negative or disparaging statements or communications
about the Company).


 


8.             Miscellaneous Provisions.


 


(a)           Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


 


(b)           Complete Agreement.  This Agreement, each Notice of Stock Option
Grant hereto and the Plan embody the complete agreement and understanding among
the parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have
related to the subject matter hereof in any way.


 


(c)           Counterparts.  This Agreement may be executed in separate
counterparts, none of which need contain the signature of more than one party
hereto but each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


 


(d)           Successors and Assigns.  Except as otherwise provided herein, this
Agreement shall bind the parties hereto and their respective successors and
assigns and shall inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns whether so expressed or not.


 


(e)           Choice of Law.  All questions concerning the construction,
validity, enforcement and interpretation of this Agreement and the exhibits
hereto shall be governed by the internal law, and not the law of conflicts, of
the State of Delaware.


 


(f)            Equitable Remedies.  Each of the parties to this Agreement agree
and acknowledge that money damages would not be an adequate remedy if
Participant or any other holder of Option Shares were to breach any of the provisions
of Sections  5 or 7 hereof, and that the Company may in its
sole discretion apply to any court of law or equity of competent jurisdiction
(without posting any bond or deposit) for specific performance and/or other
injunctive relief in order to enforce or prevent any violations of the
provisions of Sections  5 or 7 of this Agreement


 


(g)           Amendment, Modification
and Cancellation of Outstanding Options.  The
Board may amend, modify or cancel any Option in any manner to the extent that
the Board would have had the authority under the Plan initially to grant such
Option; provided that no such amendment or modification shall impair the
rights of Participant under this Agreement without the consent of the
Participant; provided, further, 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 Participant under
this Agreement.


 





















 


(h)           Business Days.  If any time period for giving notice or
taking action hereunder expires on a day which is a Saturday, Sunday or legal
holiday in the State of Delaware, the time period shall be automatically
extended to the business day immediately following such Saturday, Sunday or
holiday.


 


(i)            Descriptive Headings; Interpretation;
No Strict Construction.  The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a substantive
part of this Agreement.  Whenever
required by the context, any pronoun used in this Agreement shall include the
corresponding masculine, feminine or neuter forms, and the singular forms of
nouns, pronouns, and verbs shall include the plural and vice versa.  Reference to any agreement, document, or
instrument means such agreement, document, or instrument as amended or
otherwise modified from time to time in accordance with the terms thereof, and
if applicable hereof.  The use of the
words “include” or “including” in this Agreement shall be by way of example
rather than by limitation.  In the event
an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.


 


[Signatures Appear on the
Following Page.]


 





















 


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


 


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


 


Participant
may receive, without charge, upon written or oral request, paper copies of any
or all of the Option Documents by requesting them from the Company’s Stock
Option Administrator, 12012 Sunset Hills Road, Suite 800, Reston, VA
20190.  Telephone: (703) 234-7000.


 


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


 


	
   

  	
  SI INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Employee No.

  



 





















 


NOTICE OF STOCK OPTION GRANT
UNDER 


SI INTERNATIONAL, INC. STOCK
OPTION AGREEMENT 


 


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


 


	
  Name of Participant:                                    

  	
  Option Grant
  Date:                               

  
	
  Number of Shares of Stock Subject to
  Option:                  

  	
  Exercise Price per Share: $           

  



 


This Option           is             is not intended to
be an “incentive stock option” within the meaning of Section 422 of the
Code.


 


Subject
to the Participant’s Continuous Service and the other terms and conditions of
this Notice, the Agreement and the Plan, the Option shall vest and become
exercisable in the following increments:


 


	
  Number of Shares of Stock
  Subject to Option

  	
   

  	
  Date Shares of Incentive Stock Subject to Option become Vested
  Options

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


In
the event of a merger of the Company with or into another corporation, or the
sale of substantially all of the assets of the Company, the Option granted
pursuant to this Notice, shall be assumed or an equivalent option or right
substituted by the successor corporation or an affiliate of the successor
corporation.  In the event that the
successor corporation refuses to assume or substitute for the Option, the
Participant shall fully vest in and have the right to exercise the Option as to
all of the Shares covered thereby, including Shares as to which it would not
otherwise be vested or exercisable.  If
an Option becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Company shall
notify the Participant in writing or electronically that the Option, shall be
fully exercisable for a period of twenty (20) days from the date of such
notice, and the Option shall terminate upon the expiration of such period.  For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the option or right confers the right to purchase or receive, for each Share
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received
in the merger or sale of assets by holders of Shares held on the effective date
of the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
shares); provided, however, that if such consideration received in the merger
or sale of assets is not solely common stock of the successor corporation or
its affiliate, the Company may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Option
for each Share subject to the Option to be solely common stock of the successor
corporation or its affiliate equal in fair market value to the per share
consideration received by holders of Shares in the merger or sale of assets.


 


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


 





















 


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


 


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


 


	
  SI INTERNATIONAL, INC.

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name: