Exhibit
10.8


SI INTERNATIONAL, INC.

RESTRICTED STOCK
BONUS AWARD AGREEMENT

EVIDENCING GRANT OF
RESTRICTED STOCK UNDER THE

SI INTERNATIONAL,
INC. 2002 

AMENDED AND RESTATED
OMNIBUS STOCK INCENTIVE PLAN


THIS
RESTRICTED STOCK BONUS AWARD AGREEMENT (this “Agreement”)
is made as of the Grant Date set forth on the Notice of Restricted Stock Bonus
Award 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
Restricted Stock Bonus Award (the “Notice”) hereto.  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.             Issuance of Shares.


(a)           The Company hereby issues to
the Participant (the “Participant”) named in the Notice, the Total Number of
Shares of Common Stock Awarded set forth in the Notice (the “Shares”), subject
to the Notice, this Agreement and the terms and provisions of the Plan, as
amended from time to time, which are incorporated herein by reference.  All Shares issued hereunder will be deemed
issued to the Participant as fully paid and nonassessable shares, and the
Participant will have the right to vote the Shares at meetings of the Company’s
stockholders.  The Company shall pay any
applicable stock transfer taxes imposed upon the issuance of the Shares to the
Participant hereunder.


(b)           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 Restricted Shares 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 Restricted 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.


(c)           Binding Agreement;
Noncontravention.  As an inducement
to the Company to enter into this Agreement, to issue the Restricted Shares to
Participant, and issue the Common Stock upon vesting 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.



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(d)           Retention of Company’s Rights.  As a further inducement to the Company to
enter into this Agreement, to issue the Restricted Shares to Participant, and
issue the Common Stock upon vesting 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 Restricted Shares to Participant, the issuance of
Restricted Shares upon vesting 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 Restricted
Shares subject to such award upon the occurrence of subsequent events except as
provided in the Plan.


2.             Transfer Restrictions.  The Shares issued to the Participant
hereunder may not be sold, transferred by gift, pledged, hypothecated, or
otherwise transferred or disposed of by the Participant prior to the date when
the Shares become vested pursuant to the Vesting Schedule set forth in the
Notice.  Any attempt to transfer
Restricted Shares in violation of this Section 2 will be null and void and
will be disregarded.


3.             Escrow of Stock. 
For purposes of facilitating the enforcement of the provisions of this
Agreement, the Participant agrees, immediately upon receipt of the
certificate(s) for the Restricted Shares, to deliver such certificate(s),
together with an Assignment Separate from Certificate in the form attached
hereto as Exhibit A, executed in blank by the Participant with
respect to each such stock certificate, to the Secretary or Assistant Secretary
of the Company, or their designee, to hold in escrow for so long as such
Restricted Shares have not vested pursuant to the Vesting Schedule set forth in
the Notice, with the authority to take all such actions and to effectuate all
such transfers and/or releases as may be necessary or appropriate to accomplish
the objectives of this Agreement in accordance with the terms hereof.  The Participant hereby acknowledges that the
appointment of the Secretary or Assistant Secretary of the Company (or their
designee) as the escrow holder hereunder with the stated authorities is a
material inducement to the Company to make this Agreement and that such
appointment is coupled with an interest and is accordingly irrevocable.  The Participant agrees that the Restricted
Shares may be held electronically in a book entry system maintained by the
Company’s transfer agent or other third-party and that all the terms and
conditions of this Section 3 applicable to certificated Restricted Shares will
apply with the same force and effect to such electronic method for holding the
Restricted Shares.  The Participant
agrees that such escrow holder shall not be liable to any party hereto (or to
any other party) for any actions or omissions unless such escrow holder is
grossly negligent relative thereto.  The
escrow holder may rely upon any letter, notice or other document executed by
any signature purported to be genuine and may resign at any time.  Upon the vesting of Restricted Shares, the
escrow holder will, without further order or instruction, transmit to the
Participant the certificate evidencing such Shares, subject to Section 5 below.


4.             Additional Securities and Distributions.  Any securities or cash received (including a
regular cash dividend) as the result of ownership of the Restricted Shares (the
“Additional Securities”), including, but not by way of limitation, warrants,
options and securities received as a stock dividend or stock split, or as a
result of a recapitalization or reorganization or other similar change in the Company’s
capital structure, shall be retained in escrow in the same manner and subject
to the same conditions and restrictions as the Restricted Shares with respect
to which they were issued, including, without limitation, the Vesting Schedule
set forth in the 





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Notice.  The
Participant shall be entitled to direct the Company to exercise any warrant or
option received as Additional Securities upon supplying the funds necessary to
do so, in which event the securities so purchased shall constitute Additional
Securities, but the Participant may not direct the Company to sell any such
warrant or option.  If Additional
Securities consist of a convertible security, the Participant may exercise any
conversion right, and any securities so acquired shall constitute Additional
Securities.  In the event of any change
in certificates evidencing the Shares or the Additional Securities by reason of
any recapitalization, reorganization or other transaction that results in the
creation of Additional Securities, the escrow holder is authorized to deliver
to the issuer the certificates evidencing the Shares or the Additional
Securities in exchange for the certificates of the replacement securities.


5.             Taxes.


(a)           No Section 83(b) Election.  As a condition to receiving the Shares, the
Participant agrees to refrain from making an election pursuant to
Section 83(b) of the Code with respect to the Shares.


(b)           Tax Liability. The Participant is ultimately liable and
responsible for all taxes owed by the Participant in connection with this
Agreement, regardless of any action the Company or any Affiliate takes with
respect to any tax withholding obligations that arise in connection with this
Agreement.  Neither the Company nor any
Affiliate makes any representation or undertaking regarding the treatment of
any tax withholding in connection with the grant or vesting of the Restricted
Shares or the subsequent sale of Shares subject to this Agreement.  The Company and any Affiliate does not commit
and are under no obligation to structure this Agreement to reduce or eliminate
the Participant’s tax liability.


(c)           Payment of Withholding Taxes. Prior to any event in connection
with this Agreement (e.g., vesting of Restricted Shares) that the Company
determines may result in any tax withholding obligation, whether United States
federal, state, local or non-U.S., including any employment tax obligation (the
“Tax Withholding Obligation”), the Participant must arrange for the
satisfaction of the minimum amount of such Tax Withholding Obligation in a manner
acceptable to the Company.


(i)            By Share Withholding.  The Participant authorizes the Company to,
upon the exercise of its sole discretion, withhold from those Shares issuable
to the Participant the whole number of Shares sufficient to satisfy the minimum
applicable Tax Withholding Obligation. 
The Participant acknowledges that the withheld Shares may not be
sufficient to satisfy the Participant’s minimum Tax Withholding
Obligation.  Accordingly, the Participant
agrees to pay to the Company or any Affiliate as soon as practicable, including
through additional payroll withholding, any amount of the Tax Withholding
Obligation that is not satisfied by the withholding of Shares described above.


(ii)           By
Sale of Shares.  Unless the
Participant determines to satisfy the Tax Withholding Obligation by some other
means in accordance with clause (iii) below, the Participant’s acceptance of
this Agreement constitutes the Participant’s instruction and authorization to
the Company and any brokerage firm determined acceptable to the Company for
such purpose to sell on the Participant’s behalf a whole number of Shares from
those Shares 



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issuable to the Participant as the Company determines
to be appropriate to generate cash proceeds sufficient to satisfy the minimum
applicable Tax Withholding Obligation. 
Such Shares will be sold on the day such Tax Withholding Obligation
arises (e.g., a vesting date) or as soon thereafter as practicable.  The Participant will be responsible for all
broker’s fees and other costs of sale, and the Participant agrees to indemnify
and hold the Company harmless from any losses, costs, damages, or expenses
relating to any such sale.  To the extent
the proceeds of such sale exceed the Participant’s minimum Tax Withholding
Obligation, the Company agrees to pay such excess in cash to the
Participant.  The Participant
acknowledges that the Company or its designee is under no obligation to arrange
for such sale at any particular price, and that the proceeds of any such sale
may not be sufficient to satisfy the Participant’s minimum Tax Withholding
Obligation.  Accordingly, the Participant
agrees to pay to the Company or any Affiliate as soon as practicable, including
through additional payroll withholding, any amount of the Tax Withholding
Obligation that is not satisfied by the sale of Shares described above.


(iii)          By
Check, Wire Transfer or Other Means. At any time not less than five
(5) business days (or such fewer number of business days as determined by the
Administrator) before any Tax Withholding Obligation arises (e.g., a vesting
date), the Participant may elect to satisfy the Participant’s Tax Withholding
Obligation by delivering to the Company an amount that the Company determines
is sufficient to satisfy the Tax Withholding Obligation by (x) wire
transfer to such account as the Company may direct, (y) delivery of a
certified check payable to the Company, or (z) such other means as
specified from time to time by the Administrator.


6.             Stop-Transfer Notices.  In order to ensure compliance with the
restrictions on transfer set forth in this Agreement, the Notice or the Plan,
the Company may issue appropriate “stop transfer” instructions to its transfer
agent, if any, and, if the Company transfers its own securities, it may make
appropriate notations to the same effect in its own records.


7.             Refusal to Transfer.  The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement or (ii) to treat
as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.


8.             Restrictive Legends.  The Participant understands and agrees that
the Company shall cause the legends set forth below or legends substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership
of the Shares together with any other legends that may be required by the
Company or by state or federal securities laws:


THE SHARES
REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF THAT CERTAIN
RESTRICTED STOCK BONUS AWARD AGREEMENT BETWEEN THE COMPANY AND THE
PARTICIPANT.  THE SHARES REPRESENTED BY
THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH SUCH AGREEMENT, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.



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9.             Nonsolicitation. 
As an inducement to the Company to enter into this Agreement, to issue
the Restricted Shares to Participant, and issue the common stock upon vesting
thereof, and as a condition for Participant retaining the right to receive the
Restricted Shares 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 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 



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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.


10.           Administration and Interpretation.  Any question or dispute regarding the
administration or interpretation of the Notice, the Plan or this Agreement
shall be submitted by the Participant or by the Company to the Administrator.  The resolution of such question or dispute by
the Administrator shall be final and binding on all persons.


11.           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, the Notice of Restricted
Stock Bonus Award 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 the Shares were to breach any of the
provisions of Sections 2 or 9 hereof, and that the 



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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 2 or 9 of this
Agreement.


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


(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 Restricted Stock Bonus
Award Agreement and the Notice of Restricted Stock Bonus Award on the Grant
Date set forth on the Notice of Restricted Stock Bonus Award.


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 ANY NOTICE, (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 RESTRICTED SHARES ARE SUBJECT TO AND GOVERNED
BY THE NOTICE, THE AGREEMENT, AND THE PROVISIONS OF THE PLAN, AND (F) CONSENTS
TO ACCESS THE PLAN DOCUMENTS AND ANY NOTICE 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 NOTICE 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 Plan 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: Insert Participant’s
  Name

  
	
   

  	
  Employee No. Insert ID or SSN

  



 



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EXHIBIT A


STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE


FOR VALUE
RECEIVED,                                  hereby sells, assigns and transfers unto                                   ,
                     
(           ) shares
of the Common Stock of SI International, Inc., a Delaware corporation (the “Company”),
standing in his name on the books of, the Company represented by Certificate
No.                                         herewith, and does hereby irrevocably
constitute and appoint the Secretary of the Company attorney to transfer the
said stock in the books of the Company with full power of substitution.


DATED:                     


 


                                                                


[Please
sign this document but do not date it. 
The date and information of the transferee will be completed if and when
the shares are assigned.]


 



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