Exhibit
10.6


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.



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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, to issue the Option(s) to Participant, and issue the Common
Stock upon vesting thereof, and as a condition for Participant retaining the
right to receive the Option(s) under the terms hereof, Participant covenants
and agrees as follows


(a)           Non-Solicitation and Non-Hiring of
Participants.  For the term of
Participant’s employment and for a period of twelve (12) months following the
termination of Participant’s employment with the Company or any Affiliate for
any reason, Participant shall not, directly or indirectly, on Participant’s own
behalf or the behalf of another person or entity: (i) induce or attempt to
induce any person employed by the Company or any Affiliate to leave their
employment with the Company or any Affiliate; (ii) hire or employ, or attempt
to hire or employ, any person employed by the Company or any Affiliate; or
(iii) assist any other person or entity in the hiring of any person employed by
the Company or any Affiliate.


(b)           Non-Competition With Customers and
Prospective Customers.  Participant
agrees that, for the term of Participant’s employment and for a period of twelve
(12) months following the termination of Participant’s employment with the
Company or any Affiliate for any reason, Participant shall not, directly or
indirectly, engage or attempt to engage in providing services to any Customer
or Prospective Customer where such services or products are competitive with
the services offered by the Company or any Affiliate to the Customer.  This restriction shall apply only within 50
miles of any location where SI provides services to the Customer.  For purposes of this Agreement, “Customer”
shall mean any division, department, operating unit, group, or other
appropriate sub-entity of a government agency (i) to whom Participant, or
persons directly or indirectly under Participant’s supervision, provided
services (whether as a prime contractor or as a subcontractor to another
company) during the twelve (12) month period immediately preceding the
Participant’s termination of employment with the Company or any Affiliate or
(ii) with whom Participant interacted on behalf of the Company or any Affiliate
during the twelve (12) month period immediately preceding the Participant’s
termination of employment with the Company or any Affiliate.  For purposes of this Agreement, “Prospective
Customer” shall mean any division, department, operating unit, group, or other
appropriate sub-entity of



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a government agency to whom the Participant, at any
time during the six month period immediately preceding the termination of
Participant’s employment, was involved in soliciting or making a proposal, on
behalf of the Company or any Affiliate, for the provision of services.


(c)           Non-Interference With Customers or
Prospective Customers. Participant further agrees that, for the term of
Participant’s employment and for a period of twelve (12) months following the
termination of Participant’s employment with the Company or any Affiliate for
any reason, the Participant shall not undertake to purposefully interfere with
the relationship of the Company or any Affiliate with any Customer or
Prospective Customer.  This means that
Participant shall refrain: (i) from making disparaging comments about the
Company or any Affiliate, or their respective management or employees to any
Customer or Prospective Customer; (ii) from attempting to persuade any
Customer or Prospective Customer to cease doing business with the Company or
any Affiliate; or (iii) from soliciting any Customer or Prospective
Customer for the purpose of providing services competitive with the business of
the Company or any Affiliate; or (iv) from assisting any person or entity
in doing any of the foregoing.


(d)           Severability and Modification.  Each of the covenants above is separate and
independent, and in the event that one or more of the provisions herein shall
be held to be invalid or unenforceable, the parties expressly agree and
authorize the court to modify the agreement so as to render such agreement or
provision thereof valid enforceable or to sever the unenforceable provision and
enforce the remaining the provisions.


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.



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(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.]



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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 PARTICIPANT’S
SIGNATURE BELOW, PARTICIPANT (A) ACKNOWLEDGES RECEIPT OF ELECTRONIC
COPIES, OR THAT PARTICIPANT IS ALREADY IN POSSESSION OF PAPER COPIES OF THE
AGREEMENT, THE PLAN, AND THE PLAN SUMMARY AND PROSPECTUS (COLLECTIVELY, THE “PLAN
DOCUMENTS”), (B) REPRESENTS THAT THE PARTICIPANT HAS ACCESS TO THE INTERNET
GENERALLY AND FOR THE PURPOSE OF RECEIVING ALL OR ANY PORTION OF THE PLAN
DOCUMENTS AND NOTICE(S) OF STOCK OPTION GRANT, (C)  ACKNOWLEDGES READING AND IS FAMILIAR WITH THE
TERMS AND CONDITIONS OF THE PLAN DOCUMENTS, (D) AGREES TO BE BOUND BY ALL
PROVISIONS OF THE PLAN DOCUMENTS, (E) AGREES AND UNDERSTANDS 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, AND (F) CONSENTS TO ACCESS THE PLAN DOCUMENTS AND
ANY NOTICE(S) OF STOCK OPTION GRANT ELECTRONICALLY THROUGH THE COMPANY OR THE
COMPANY’S STOCK INCENTIVE PLAN REPRESENTATIVE VIA INTERNET ACCESS OR SUCH OTHER
ACCESS AS IS PROVIDED BY NOTIFICATION FROM TIME TO TIME.  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.


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 Incentive Plan Administrator, 12012
Sunset Hills Road, Suite 800, Reston, VA 20190. 
Telephone: (703) 234-7000.


 


	
  

  	
  SI INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ S. Bradford Antle

  
	
   

  	
   

  	
  Name: S. Bradford Antle

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Employee No.

  



 



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