Exhibit
10.13


 


NONQUALIFIED
DEFERRED COMPENSATION PLAN


 


ADOPTION
AGREEMENT


 


The Employer named below hereby establishes a Nonqualified Deferred
Compensation Plan for Eligible Employees as provided in this Adoption Agreement
and the Basic Plan Document.


 


I                                            Employer
Information


 


	
  (a)

  	
   

  	
  Name and Address of Employer
  sponsoring the Plan:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   SI International, Inc.

  
	
   

  	
   

  	
   12012 Sunset Hills Road, Suite 800

  
	
   

  	
   

  	
   Reston, VA 20190-5869

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Telephone Number:

  	
   

  	
  (703) 234-7003

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Tax ID Number:

  	
   

  	
  52-2127278

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  Name of Plan:

  	
   

  	
  SI International Deferred Compensation Plan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  Tax Year End:

  	
   

  	
  12/31

  



 


II                                        Definitions


 


(a)                                  Compensation:  Compensation under the Plan is defined as (select one or more):


 


ý                                    The Participant’s
gross income paid by the Employer during the Taxable Year as reportable on
Internal Revenue Service Form W-2, plus amounts excludible from gross income
which are contributed by the Participant on a pre-tax basis to a salary
reduction retirement or welfare plan (including amounts contributed to this
Plan), but excluding commissions, bonuses or other amounts not part of his or
her regular salary.


 


ý                                    Cash bonuses or
other amounts which are not part of a Participant’s regular salary.


 


ý                                    Commissions.


 


(b)                                 Disability
(select one):


 


o                                    A physical or
mental condition which prevents an Employee from satisfactorily performing, for
at least twelve (12) consecutive months, his usual duties for the Employer or
the duties of such other position or job


 





















 


which the Employer makes available to him and
for which such Employee is qualified by reason of his training, education or
experience.


 


ý                                    A condition which
qualifies the Participant for total permanent disability benefits under his or
her Employer’s long-term disability plan, regardless of whether the Participant
is actually covered under such plan, as determined in the sole discretion of
the Plan Administrator.  If the
Participant’s Employer does not sponsor such a plan, or discontinues to sponsor
such a plan, Disability shall be determined by the Plan Administrator in its
sole discretion.


 


(c)                                  Effective
Date (select one):


 


ý                                    This is a new Plan
and the Effective Date will be Effective as of the date this Adoption Agreement
is signed, provided that the initial deferral elections shall be effective as of
January 1, 2004.


 


o                                    This is an amended
Plan and the Effective Date will be 


 


III                                    Eligibility.  An employee shall be an Eligible Employee
as follows (select one or more):


 


	
  (a)

  	
   

  	
  ý

  	
   

  	
  If he or she is designated as an Eligible
  Employee by the Chief Executive Officer and provided that the Plan continues
  to constitute a plan for a select group of management or highly compensated
  employees.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  ý

  	
   

  	
  If he or she occupies one of the following
  positions:

  
	
   

  	
   

  	
   

  	
   

  	
  Director and above

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  o

  	
   

  	
  If his or her Compensation for a Taxable
  Year is expected to be greater than $                  

  



 


IV                                   Employee
Compensation Deferrals (select one or more):


 


	
  (a)

  	
   

  	
  ý

  	
   

  	
  Up to 100% of a Participant’s available
  Compensation provided that the Participant shall have made the maximum annual
  pre-tax contribution permitted under the Employer’s tax qualified retirement
  plan. Available compensation for this purpose shall be determined after all
  applicable payroll deductions and withholding requirements.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  o

  	
   

  	
  A Participant’s Compensation Deferrals with
  respect to a Taxable Year shall be limited to a maximum of $                 

  



 





















 


	
  (c)

  	
   

  	
  o

  	
   

  	
  A dollar amount specified by a Participant
  from a minimum of $              to
  a maximum of $             with
  respect to each Taxable Year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  o

  	
   

  	
  A percentage of Compensation specified by a
  Participant from a minimum percentage of              %
  to a maximum percentage of              %.

  



 


V                                       Employer
Matching Credits


 


(a)                                  The
Employer’s Matching Credit shall be determined in accordance with one or more
of the following methods (select one or more):


 


o                                    The Employer shall
credit to the Account of each Participant              %
of such Participant’s Compensation Deferrals. 
Employer Matching Credits shall be made based on Compensation Deferrals
made each (select one):


 


o                                    Pay period


o                                    Taxable Year


o                                    Other (specify):              


 


o                                    The Employer shall
credit to the Account of each Participant              %
of the first              %
of such Participant’s Compensation Deferrals, plus              %
of the next              %
of such Participant’s Compensation Deferrals, plus              %
of the next              %
of such Participant’s Compensation Deferrals. Employer Matching Credits shall
be made based on Compensation Deferrals made each (select one):


 


o                                    Pay period


o                                    Taxable Year


o                                    Other (specify):              


 


ý                                    An amount
determined at the discretion of the Employer.


 


o                                    Pay period


ý                                    Taxable Year


o                                    Other (specify):              


 


(b)                                 Limitations
on Employer Matching Credits (select one or more):


 


o                                    The Employer
Matching Credit shall not exceed $              for
any Participant.


o                                    The Employer shall
not provide an Employer Matching Credit for any Compensation Deferral in excess
of              %
of the Participant’s Compensation.


 





















 


(c)                                  Eligibility
for Employer Matching Credit (select one or more):


 


o                                    All Participants
who have completed at least              hours
of employment during the Taxable Year.


 


o                                    All Participants
employed on the last day of a Taxable Year.


 


o                                    All Participants
who satisfy the following conditions:


 


 


 


 


ý                                    No eligibility
conditions.  All Participants who make
Compensation Deferrals are eligible.


 


VI                                   Employer
Discretionary Credits


 


(a)                                  Amount of Employer
Discretionary Credit (select one or more):


 


ý                                    An amount determined
at the discretion of the Employer, which need not be uniform as to
Participants.


 


o                                    An amount
determined by the following formula:


 


 


 


 


(b)                                 Eligibility for
Employer Discretionary Credit (select one or more):


 


o                                    All Participants
who have completed at least              hours
of employment during the Taxable Year.


 


o                                    All Participants
employed on the last day of a Taxable Year.


 


o                                    All Participants
who are employees of the Employer during the Taxable Year and who satisfy the
following conditions:


 


 


 


 


ý                                    No eligibility
conditions.  All Participants who are
employees of the Employer during the Taxable Year are eligible.


 





















 


VII                               Vesting
and Forfeitures (select one or more):


 


o                                    A
Participant’s entire Account shall be 100% vested at all times.


 


ý                                    The Participant
shall at all times be one hundred percent (100%) vested in his or her
Compensation Deferrals, as well as in any hypothetical appreciation (or
depreciation) specifically attributable to such Compensation Deferrals due to
Investment Credits and Debits.  The
Participant shall vest in Employer Matching Credits and/or Employer
Discretionary Credits, as well as in any hypothetical appreciation (or
depreciation) specifically attributable to such amounts due to Investment
Credits and Debits, pursuant to the vesting schedule shown below.  The Chief Executive Officer will have the
right to accelerate vesting for individual participants (other than a
participants who are executive officers) on a non-uniform basis .  The vesting schedule set forth below
will apply to each Employer Matching Credit and/or Employer Discretionary
Credit on an individual basis (i.e. each credit will be subject to the
following vesting schedule).


 


	
  Years of Service

  	
   

  	
  Vesting Percentage

  	
   

  
	
  0-3

  	
   

  	
  0

  	
  %

  
	
  3 and above

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  



 


For purposes of the above schedule, a
Participant shall earn a Year of Service as follows:


A Participant shall earn a year of service
for each twelve months of employment. 


 


 


 


 


ý                                    Class Year
Vesting.  Any amount credited to a
Participant’s Account during a Taxable Year shall vest separately from amounts
credited In prior Taxable Years and shall be subject to the full vesting schedule described
above as measured by years of service earned commencing with the Taxable Year
for which any amount is credited to the Participant’s Account.


 


o                                    The vesting schedule described
above shall apply separately with respect to any amounts credited to a
Participant’s Account during a given Taxable Year.


 


ý                                    A Participant’s
entire Account shall become 100% vested upon:


 





















 


ý                                    The Participant’s
Death


 


ý                                    The Participant’s
Disability


 


ý                                    The Participant’s
attainment of age 60


 


ý                                    A Change of Control


 


o                                    The Participant’s
involuntary Termination of Employment Without Good Cause.


 


o                                    A Participant who
is otherwise vested in accordance with this Section VII shall nevertheless
forfeit his or her vested Account (other than Compensation Deferrals) under the
following circumstances (please specify):


 


 


 


 


o                                    Any forfeitures
under the Plan shall be credited to the Account of each Participant other than
the Participant whose Account generated the forfeiture in the same proportion
that each such Participant’s Account as of the end of the Taxable Year in which
the forfeiture occurred bears to the Accounts of all such Participants as of
the same date.


 


VIII                           Change
of Control (select one):


 


o                                    Change of Control
shall mean the earliest to occur of the following events:


 


(a)                                  The
consummation of any transaction or series of transactions as a result of which
any “Person” (as the term person is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
other than an “Excluded Person” (as hereinafter defined) has or obtains
ownership or control, directly or indirectly, of fifty percent (50%) or more of
the combined voting power of all securities of the Employer or any successor or
surviving corporation of any merger, consolidation or reorganization involving
the Employer (the “Voting Securities”). 
The term “Excluded Person” means any one or more of the following:  (i) the Employer or any majority-owned
subsidiary of the Employer, (ii) an employee benefit plan (or a trust forming a
part thereof) maintained by (A) the Employer or (B) any majority-owned
subsidiary of the Employer, (iii) any Person who as of the Effective Date of
this Plan owned or controlled, directly or indirectly, ten percent (10%) or
more of the then outstanding Voting Securities, or any individual, entity or
group that was part of such a Person;


 





















 


(b)                                 A
merger, consolidation or reorganization involving the Employer as a result of
which the holders of Voting Securities immediately before such merger,
consolidation or reorganization do not immediately following such merger,
consolidation or reorganization own or control, directly or indirectly, at least
fifty percent (50%) of the Voting Securities in substantially the same
proportion as their ownership or control of the Voting Securities immediately
before such merger, consolidation or reorganization;


 


(c)                                  The
sale or other disposition of all or substantially all of the assets of the
Employer to any Person (other than a transfer to a majority-owned subsidiary of
the Employer); or


 


(d)                                 during
any period of two consecutive years or less, individuals who at the beginning
of such period constitute the Board of Directors of the Employer cease, for any
reason, to constitute at least a majority of the Board of Directors, unless the
election or nomination for election of each person who was not a director at
the beginning of such period was approved by vote of at least two-thirds of the
directors then in office who were directors at the beginning of such period or
who were directors previously so approved.


 


ý                                    Change
of Control shall mean the following:


 


A “Change of Control” shall be deemed to occur if (i) there shall
be consummated (x) any consolidation or merger of SI International, Inc. (the “Company”)
in which the Company is not the continuing or surviving corporation or pursuant
to which shares of the Company’s Common Stock would be converted into cash,
securities or other property, other than a merger of the Company in which the
holders of the Company’s Common Stock immediately prior to the merger hold more
than fifty percent (50%) of the voting power of the surviving corporation
immediately after the merger, or (y) any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Company, or (ii) the stockholders of
the Company shall approve any plan or proposal for liquidation or dissolution
of the Company, or (iii) any person (as such term is used in Section 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) who, on the effective date of the Plan, does not own five percent (5%)
or more of the Company’s outstanding Common Stock on a fully-diluted basis (a “5%
Owner”) and is not controlling, controlled by or under common control with any
such 5% Owner, shall become the beneficial owner (within the meaning of Rule
13d-3 under the Exchange Act) of fifty percent (50%) or more of the Company’s
outstanding Common Stock other than pursuant to a plan or arrangement entered
into by such person and


 





















 


the Company, or (iv) within any twenty-four
(24) month period, the following individuals cease for any reason to constitute
a majority of the number of directors then serving on the Board: individuals
who, on the effective date of the Plan, constitute the Board and any new
director (other than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not limited to a
consent solicitation relating to the election of directors of the Company)
whose appointment or election by the Board or nomination for election by the
Company’s shareholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended.


 


ý                                    A Change of Control
shall constitute a Distributable Event within the meaning of paragraph 1.10 of
the Basic Plan Document.


 


IX                                   Special
Distribution Rules for Certain Officers


 


Notwithstanding any other distribution
provisions of the Basic Plan, in the event of a Participant who is “covered
employee”(1) within the meaning of Section 162(m) of the Internal Revenue
Code of 1986 (or any successor provision), unless the Plan Administrator
determines otherwise, no distribution will be made prior to the first day of
the Employer’s taxable year for which such Participant would not constitute a “covered
employee.”


 


IX                                   Signatures


 


This Nonqualified Deferred Compensation Plan,
including this Adoption Agreement, has been designed to permit Participants to
defer Federal and state income tax on amounts credited to their Accounts until
a later Taxable Year.  The Employer
adopting this Plan should consult with tax counsel regarding the consequences
of adopting this Plan to both the Employer and Employees.  Advice should also be sought on the
advisability of submitting this document to the Internal Revenue Service to
obtain a Private Letter Ruling. 
Registration of interests under this Nonqualified Deferred Compensation
Plan may be required under securities law. 
Independent legal counsel should be consulted with respect to securities
law issues.  By executing this Adoption
Agreement, the Employer acknowledges that no representations or warranties as
to the tax or securities law consequences to the Employer and Participants of
the operation of


 










(1) As of the effective date of the Plan, Section 162(m)(3)
provides that a covered employee is any employee who “as of the close of the
taxable year, such employee is the chief executive officer of the taxpayer or
is an individual acting in such capacity, or the total compensation of such
employee for the taxable year is required to be reported to shareholders under
the Securities Exchange Act of 1934, by reason of such employee being among the
4 highest compensated officers for the taxable year (other than the chief
executive officer).” 


 





















 


this Plan have been made by the entity who
has provided this Plan document and Adoption Agreement.


 


 


The Plan and this accompanying Adoption
Agreement were adopted by the Employer the 16th day of December, 2003.


 


 


	
  Executed for the Employer by:

  	
  THOMAS E. DUNN

  
	
   

  	
   

  
	
  Title of Individual:

  	
  CFO

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ THOMAS E. DUNN

  	
   

  



 





















 


EXHIBIT A


 


ADDITIONAL ADOPTING EMPLOYERS


 


In accordance with paragraph 1.13 of the Basic Plan Document, the
Employer has consented to allow the following entities to participate in the
Plan:


 


1.


 


2.


 


3.


 


4.


 


5.


 


6.


 


7.


 


8.


 


9.


 


10.


 





















 


NONQUALIFIED DEFERRED COMPENSATION PLAN


 


 


BASIC PLAN DOCUMENT


 





















 


December 2003


 


TABLE OF CONTENTS


 


	
  PARAGRAPH

  	
   

  	
   

  
	
   

  	
   

  
	
  PREAMBLE

  	
   

  
	
   

  	
   

  
	
  ARTICLE I

  	
   

  
	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Account

  	
   

  
	
   

  	
  1.2

  	
  Adoption Agreement

  	
   

  
	
   

  	
  1.3

  	
  Beneficiary

  	
   

  
	
   

  	
  1.4

  	
  Change Of Control

  	
   

  
	
   

  	
  1.5

  	
  Code

  	
   

  
	
   

  	
  1.6

  	
  Compensation

  	
   

  
	
   

  	
  1.7

  	
  Compensation Deferrals

  	
   

  
	
   

  	
  1.8

  	
  Compensation Deferral Agreement

  	
   

  
	
   

  	
  1.9

  	
  Disability

  	
   

  
	
   

  	
  1.10

  	
  Distributable Event

  	
   

  
	
   

  	
  1.11

  	
  Effective Date

  	
   

  
	
   

  	
  1.12

  	
  Eligible Employee

  	
   

  
	
   

  	
  1.13

  	
  Employer

  	
   

  
	
   

  	
  1.14

  	
  ERISA

  	
   

  
	
   

  	
  1.15

  	
  Interim Distribution Date

  	
   

  
	
   

  	
  1.16

  	
  Investment Credits and Debits

  	
   

  
	
   

  	
  1.17

  	
  Investment Preferences

  	
   

  
	
   

  	
  1.18

  	
  Nonqualified Deferred Compensation Plan

  	
   

  
	
   

  	
  1.19

  	
  Participant

  	
   

  
	
   

  	
  1.20

  	
  Plan

  	
   

  
	
   

  	
  1.21

  	
  Plan Administrator

  	
   

  
	
   

  	
  1.22

  	
  Spouse

  	
   

  
	
   

  	
  1.23

  	
  Taxable Year

  	
   

  
	
   

  	
  1.24

  	
  Termination of Employment

  	
   

  
	
   

  	
  1.25

  	
  Trust

  	
   

  
	
   

  	
  1.26

  	
  Trustee

  	
   

  
	
   

  	
  1.27

  	
  Valuation Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
  ELIGIBILITY AND PARTICIPATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Eligibility

  	
   

  
	
   

  	
  2.2

  	
  Participation

  	
   

  



 





















 


	
   

  	
  2.3

  	
  Compensation Deferral Agreement

  	
   

  
	
   

  	
  2.4

  	
  Employer Matching Credits and Employer Discretionary Credits

  	
   

  
	
   

  	
  2.5

  	
  Establishing a Reserve for Plan Liabilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
  PARTICIPANT ACCOUNTS AND REPORTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Establishment Of Accounts

  	
   

  
	
   

  	
  3.2

  	
  Account Maintenance

  	
   

  
	
   

  	
  3.3

  	
  Investment Credits and Debits

  	
   

  
	
   

  	
  3.4

  	
  Participant Statements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  
	
  WITHHOLDING OF TAXES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Annual Withholding From Compensation

  	
   

  
	
   

  	
  4.2

  	
  Withholding From Benefit Distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
  VESTING

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
  PAYMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Benefits

  	
   

  
	
   

  	
  6.2

  	
  Form of Payment

  	
   

  
	
   

  	
  6.3

  	
  Death Benefit

  	
   

  
	
   

  	
  6.4

  	
  Unforeseeable Emergencies

  	
   

  
	
   

  	
  6.5

  	
  Election to Receive Vested Account

  	
   

  
	
   

  	
  6.6

  	
  Election to Receive Interim Distributions

  	
   

  
	
   

  	
  6.7

  	
  Beneficiary Designation

  	
   

  
	
   

  	
  6.8

  	
  Claims Procedure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
  SUSPENSION OF DEFERRALS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7.1

  	
  Unforeseeable Emergencies

  	
   

  
	
   

  	
  7.2

  	
  Suspension of Deferrals for Other Reasons

  	
   

  



 





















 


	
  ARTICLE VIII

  	
   

  
	
  PLAN ADMINISTRATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
  Appointment

  	
   

  
	
   

  	
  8.2

  	
  Duties Of Plan Administrator

  	
   

  
	
   

  	
  8.3

  	
  Employer

  	
   

  
	
   

  	
  8.4

  	
  Administrative Fees And Expenses

  	
   

  
	
   

  	
  8.5

  	
  Plan Administration And Interpretation

  	
   

  
	
   

  	
  8.6

  	
  Powers, Duties, Procedures

  	
   

  
	
   

  	
  8.7

  	
  Information

  	
   

  
	
   

  	
  8.8

  	
  Indemnification Of Plan Administrator

  	
   

  
	
   

  	
  8.9

  	
  Plan Administration Following a Change of
  Control

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
   

  
	
  TRUST
  FUND

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
  Trust

  	
   

  
	
   

  	
  9.2

  	
  Unfunded Plan

  	
   

  
	
   

  	
  9.3

  	
  Assignment And Alienation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
  AMENDMENT AND TERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
  Amendment

  	
   

  
	
   

  	
  10.2

  	
  Termination

  	
   

  
	
   

  	
  10.3

  	
  Existing Rights

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
  Total Agreement

  	
   

  
	
   

  	
  11.2

  	
  Employment Rights

  	
   

  
	
   

  	
  11.3

  	
  Non-Assignability

  	
   

  
	
   

  	
  11.4

  	
  Binding Agreement

  	
   

  
	
   

  	
  11.5

  	
  Receipt And Release

  	
   

  
	
   

  	
  11.6

  	
  Furnishing Information

  	
   

  
	
   

  	
  11.7

  	
  Distribution In The Event of Taxation

  	
   

  
	
   

  	
  11.8

  	
  Insurance

  	
   

  
	
   

  	
  11.9

  	
  Governing Law

  	
   

  
	
   

  	
  11.10

  	
  Heading And Subheadings

  	
   

  



 





















 


PREAMBLE


 


The Employer, by executing the Nonqualified Deferred Compensation Plan
Adoption Agreement, hereby establishes an unfunded Nonqualified Deferred
Compensation Plan for a select group of management or highly compensated
employees.  Under the terms of the Plan,
Eligible Employees may elect to defer receipt of their Compensation to a later
Taxable Year.


 


Participants shall have no right, either directly or indirectly, to
anticipate, sell, assign or otherwise transfer any benefit accrued under the
Plan.  In addition, no Participant shall
have any interest in any Employer assets set aside as a source of funds to
satisfy its benefit obligations under the Plan. 
Participants shall have the status of general unsecured creditors of the
Employer and the Plan constitutes an unsecured promise by the Employer to make
benefit payments in the future.


 


The Plan is intended to be “a plan which is unfunded and is maintained
by an employer primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees” within the
meaning of Sections 201(2) and 301(a)(3) of the Employee Retirement Income
Security Act of 1974 (“ERISA”), and shall be interpreted and administered to
the extent possible in a manner consistent with that intent.


 





















 


ARTICLE I


 


DEFINITIONS


 


1.1                                 Account  The
bookkeeping account established for each Participant to record his or her
benefit under the Plan.


 


1.2                                 Adoption Agreement 
The written instrument attached to this Basic Plan
Document by which the Employer establishes a Nonqualified Deferred Compensation
Plan for Eligible Employees.


 


1.3                                 Beneficiary  An
individual, individuals, trust or other entity designated by the Participant to
receive his or her benefit in the event of the Participant’s death.  If more than one Beneficiary survives the
Participant, payments shall be made equally to all such Beneficiaries, unless
otherwise provided in the Beneficiary Designation form.  Nothing herein shall prevent the Participant
from designating primary and contingent Beneficiaries.


 


1.4                                 Change Of Control 
A change in the beneficial ownership of the Employer as
defined by the Employer in the Adoption Agreement.


 


1.5                                 Code 
The Internal Revenue Code of 1986, as amended from time to time.  Reference to any section or subsection of
the Code includes reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or
subsection.


 


1.6                                 Compensation  Shall have the meaning elected by the
Employer in the Adoption Agreement.


 


1.7                                 Compensation Deferral Agreement  The written agreement between an Eligible
Employee and the Employer to defer receipt by the Eligible Employee of
Compensation.  Such agreement shall state
the deferral amount or percentage of Compensation to be withheld from the
Eligible Employee’s Compensation and shall state the date on which the
agreement is effective, as provided at paragraph 2.3.


 


1.8                                 Compensation Deferrals  That portion of an Eligible
Employee’s Compensation which is deferred under the terms of this Nonqualified
Deferred Compensation Plan.


 


1.9                                 Disability  Shall have the meaning elected by the
Employer in the Adoption Agreement.


 





















 


1.10                           Distributable Event  The events entitling a Participant or
Beneficiary to a payment of benefits under the Plan, which shall include
Termination of Employment, Death, Disability, the occurrence of an Interim
Distribution Date or an Unforeseeable Emergency, the Participant’s Election To
Receive Vested Account, and Plan Termination. 
The Employer may specify in the Adoption Agreement whether a Change of
Control shall also constitute a Distributable Event.


 


1.11                           Effective Date  The date selected in the Adoption Agreement
as of which the Plan first becomes effective or is amended.


 


1.12                           Eligible Employee 
Any common-law employee designated by the Employer as
eligible to participate in the Plan in accordance with Paragraph 2.1.  Only those individuals who are part of a
select group of management or highly compensated employees, as determined by
the Employer in its sole discretion, may be designated as Eligible Employees
under the Plan.


 


1.13                           Employer  The corporation or business entity
identified in Section I of the Adoption Agreement, including any successor
to all or a major portion of the Employer’s assets or business which assumes
the obligations of the Employer.  The
term Employer shall also include, where appropriate, any entity affiliated with
the Employer which adopts the Plan with the consent of the Employer and is
listed on Exhibit A attached to the Adoption Agreement.  Only the Employer identified in Section I
of the Adoption Agreement shall have the power to amend this Plan, serve as the
Plan Administrator, or exercise any of the powers described in Paragraph 8.3
hereof.


 


1.14                           ERISA  The Employee Retirement Income Security Act
of 1974, as amended. Reference to any section or subsection of ERISA
includes reference to any comparable or succeeding provisions of any
legislation which amends, supplements or replaces such section or
subsection.


 


1.15                           Interim Distribution Date  Interim Distribution Date shall mean the
first day of a Taxable Year five (5) years, seven (7) years, or ten (10) years
from the effective date of a Compensation Deferral Agreement, as selected by
the Participant at the time he or she files a Compensation Deferral Agreement
for a given Taxable Year, upon which the Compensation Deferrals (as well as any
appreciation or depreciation of such amounts due to Investment Credits and
Debits) attributable to a given Taxable Year shall be distributed in a lump sum
payment.


 


1.16                           Investment Credits and Debits  Bookkeeping adjustments to Participants’
Accounts to reflect the hypothetical interest, earnings, appreciation, losses
and depreciation that would be accrued or realized if


 





















 


assets equal to the value of such Accounts
were invested in accordance with such Participants’ Investment Preferences.


 


1.17                           Investment Preferences  Investment funds or benchmarks made available
to Participants by the Plan Administrator for purposes of valuing benefits
under the Plan.


 


1.18                           Nonqualified Deferred Compensation Plan  A plan, within the meaning of ERISA
§201(2), the purpose of which is to permit a select group of management or
highly compensated employees to defer receipt of a portion of their
Compensation to a future date.


 


1.19                           Participant  An
Eligible Employee who is currently deferring a portion of his or her
Compensation under this Plan, or an employee or former employee who is still
entitled to the payment of benefits under the Plan.


 


1.20                           Plan
The Nonqualified Deferred Compensation Plan established by the Employer under
the terms of this Basic Plan Document and the accompanying Adoption Agreement.


 


1.21                           Plan Administrator  The individual(s) or committee appointed by
the Employer (or, following a Change of Control, appointed by the individual
who, immediately prior to such Change of Control, was the Chief Executive
Officer or most senior officer who is also a Participant) to administer the
Plan as provided herein.  Unless the
Employer provides otherwise, the Chief Executive Officer shall serve as the
Plan Administrator with respect to Participants who are not executive officers
of the Employer and the Compensation Committee of the Board of Directors shall
serve as Plan Administrator with respect to Participants who are Executive
Officers. In no event shall any Participant be permitted to make decisions
regarding his or her benefits under this Plan.


 


1.22                           Spouse  The individual to whom a Participant is
married, or was married in the case of a deceased Participant who was married
at the time of his or her death.


 


1.23                           Taxable Year 
The 12-consecutive month period beginning each January 1
and ending each December 31.


 


1.24                           Termination Of Employment The
voluntary or involuntary severing of employment from the Employer or any entity
affiliated with the Employer, for any reason other than Disability or death.


 


1.25                           Trust  The
agreement between the Employer and the Trustee under which assets may be
delivered by the Employer to the Trustee to offset liabilities assumed by the
Employer under the Plan.  Any assets held


 





















 


under the terms of the Trust shall be the
exclusive property of the Employer and shall be subject to the creditor claims
of the Employer with respect to whom such Trust has been established.  Participants shall have no right, secured or
unsecured, to any assets held under the terms of the Trust.


 


1.26                           Trustee  The
institution named by the Employer in the Trust agreement and any corporation
which succeeds the Trustee by merger or by acquisition of assets or operation
of law.


 


1.27                           Valuation Date  The date on which Participant Accounts under
the Plan are valued.  The Valuation Date
shall be each business day of the Taxable Year on which the national security
exchanges and, if a Trust has been established in connection with the Plan, the
Trustee are open.


 


ARTICLE II


 


ELIGIBILITY AND
PARTICIPATION


 


2.1                                 Eligibility  The
Employer will designate in the Adoption Agreement those persons who shall be
considered Eligible Employees under the Plan.


 


2.2                                 Participation The Plan Administrator
shall provide written notification to each Eligible Employee of his or her
eligibility to participate in the Plan.


 


2.3                                 Compensation Deferral Agreement  In order to defer Compensation
under the Plan for a given Taxable Year, an Eligible Employee must enter into a
Compensation Deferral Agreement with the Employer authorizing the deferral of
all or part of the Participant’s Compensation for such Taxable Year.  The Compensation Deferral Agreement shall
also specify the method of payment for benefits under the Plan and, if
applicable, an Interim Distribution Date for the Participant’s Compensation
Deferrals for the period covered by the Compensation Deferral Agreement.


 


All Compensation Deferral Agreements must be
completed prior to the first day of the Taxable Year to which they relate.
Notwithstanding the preceding sentence, if the Effective Date of the Plan is
other than the first day of a Taxable Year, or if an employee becomes an
Eligible Employee on a date other than the first day of a Taxable Year, the
Compensation Deferral Agreement must be completed within 30 days after the
Effective Date or within 30 days of the Eligible Employee’s initial eligibility
date.  In no event shall a Participant be
permitted to defer Compensation for a pay period which has commenced prior to
the date on which the Compensation Deferral Agreement is signed by the
Participant and accepted by the Plan Administrator.


 





















 


Upon receipt of a properly completed and
executed Compensation Deferral Agreement the Plan Administrator shall notify
the Employer to commence to withhold that portion of the Participant’s
Compensation specified in the Agreement. In no event will the Participant be
permitted to defer more than the amount specified by the Employer in the
Adoption Agreement.


 


Except as otherwise provided herein or in Article VII,
the Compensation Deferral Agreement shall remain in effect for the duration of
the Taxable Year to which it relates.  
The Employer shall have the right to terminate a Participant’s
Compensation Deferral Agreement at any time upon written notice to the
Participant.  Such termination shall be
effective on the first day of the next payroll period.  In no event shall the Employer have the right
to terminate a Compensation Deferral Agreement with respect to Compensation
already deferred.


 


2.4                                 Employer Matching Credits and Employer Discretionary
Credits  The Employer may
adjust the Account of a Participant with 
matching or discretionary credits. 
The amount of the Employer’s Discretionary Credits and/or Employer’s
Matching Credits and the formula(s) for allocating such credits will be
selected by the Employer in the Adoption Agreement.


 


2.5                                 Establishing a Reserve for Plan Liabilities  The Employer may, but is not required to,
remit to a Trust an amount equal to the Participants’ Compensation Deferrals,
Employer Discretionary Credits and Employer Matching Credits.  Any such assets shall be the property of the
Employer and remain subject to the claims of the Employer’s creditors, to the
extent provided under any Trust established with respect to such Employer.  The Trustee shall have no duty to determine
whether the amounts forwarded by the Employer are the correct amount or that
they have been transmitted in a timely manner.


 


ARTICLE III


 


PARTICIPANT ACCOUNTS AND REPORTS


 


3.1                                 Establishment Of Accounts  The Plan Administrator shall establish and
maintain individual recordkeeping accounts on behalf of each Participant for
purposes of determining each Participant’s benefits under the Plan. A
Participant’s Account does not represent the Participant’s ownership of, or any
ownership interest in, any assets which may be set aside to satisfy the
Employer’s obligations under the Plan.


 





















 


3.2                                 Account Maintenance  As of each Valuation Date, the
Plan Administrator shall credit each Participant’s Account with the following:


 


(a)                                  An
amount equal to any Compensation Deferrals made by the Participant since the
last Valuation Date,


 


(b)                                 An
amount equal to any Employer Matching Credits or Employer Discretionary
Credits, and any forfeitures, if applicable, since the last Valuation Date, and


 


(c)                                  An
amount equal to deemed Investment Credits under Paragraph 3.3 below since the
last Valuation Date


 


As of each Valuation Date, the Plan
Administrator shall debit each Participant’s Account with the following:


 


(d)                                 An
amount equal to any distributions from the Plan to the Participant or
Beneficiary since the last Valuation Date, and


 


(e)                                  An
amount equal to deemed Investment Debits under Paragraph 3.3 below since the
last Valuation Date, and


 


(f)                                    An
amount equal to any forfeitures incurred by the Participant since the last
Valuation Date.


 


3.3                                 Investment Credits And Debits   The Accounts of Participants shall be
adjusted for Investment Credits and Debits in accordance with this Paragraph
3.3.


 


Participants shall have the right to specify
one or more Investment Preferences in which their Compensation Deferrals,
Employer Matching Credits and Employer Discretionary Credits shall be deemed to
be invested.  The Investment Preferences
shall be utilized solely for purposes of adjusting their Accounts in accordance
with procedures adopted by the Plan Administrator. The Plan Administrator shall
provide the Participant with a list of the available Investment
Preferences.  From time to time, in the
sole discretion of the Plan Administrator, the Investment Preferences available
within the Plan may be revised. All Investment Preference selections must be
denominated in whole percentages unless the Plan Administrator determines that
lower increments are acceptable.  A
Participant may make changes in the manner in which future Compensation
Deferrals, Employer Matching Credits and/or Employer Discretionary Credits are
deemed to be invested among the various Investment Preferences within the Plan
in accordance with procedures established by the Plan Administrator.  A Participant may re-direct the manner in
which earlier Compensation Deferrals, Employer Matching


 





















 


Credits and/or Employer Discretionary
Credits, as well as any appreciation (or depreciation) to-date, are deemed to
be invested among the Investment Preferences available in the Plan in
accordance with procedures established by the Plan Administrator.


 


As of each Valuation Date, the Plan
Administrator shall adjust the Account of each Participant for interest,
earnings or appreciation (less losses and depreciation) with respect to the
then balance of the Participant’s Account equal to the actual results of the
Participant’s deemed Investment Preference elections.


 


All notional
acquisitions and dispositions of Investment Preferences which occur within a
Participant’s Account, pursuant to the terms of the Plan, shall be deemed to
occur at such times as the Plan Administrator shall determine to be
administratively feasible in its sole discretion and the Participant’s Account
shall be adjusted accordingly. 
Accordingly, if a distribution or reallocation must occur pursuant to
the terms of the Plan and all or some portion of the Account must be valued in
connection with such distribution or reallocation (to reflect Investment
Credits and Debits), the Plan Administrator may in its sole discretion, unless
otherwise provided for in the Plan, select a date or dates which shall be used for
valuation purposes.


 


Notwithstanding anything to the contrary, any
Investment Credits or Debits made to any Participant’s Account following a
Change of Control shall be made in a manner no less favorable to Participants
than the practices and procedures employed under the Plan, or as otherwise in
effect, as of the date of the Change of Control.


 


Notwithstanding the Participant’s deemed
Investment Preference elections under the Plan, the Employer shall be under no
obligation to actually invest any amounts in such manner, or in any manner, and
such Investment Preference elections shall be used solely to determine the
amounts by which the Participant’s Account shall be adjusted under this
Paragraph 3.3.


 


3.4                                 Participant Statements   The Plan Administrator shall
provide Participants with a statement showing the credits and debits from his
or her Account during the period from the last statement date.  Such statement shall be provided to
Participants as soon as administratively feasible following the end of each
Taxable Year and on such other dates as agreed to by the Employer and the party
maintaining Participant records.


 





















 


ARTICLE IV


 


WITHHOLDING OF TAXES


 


4.1                                 Annual Withholding From Compensation  For any Taxable Year in which Compensation
Deferrals, Employer Matching Credits and/or Employer Discretionary Credits are
made to or vested within the Plan (as applicable), the Employer shall withhold
the Participant’s share of FICA and other employment taxes from the portion of
the Participant’s Compensation not deferred. 
If deemed appropriate by the Employer, the Participant’s Compensation
Deferral Agreement may be reduced in certain instances where necessary to
facilitate compliance with applicable withholding requirements.


 


4.2                                 Withholding From Benefit Distributions.  The Participant’s Employer (or the trustee of
the Trust, as applicable) shall withhold from any payments made to a
Participant under this Plan all federal, state and local income, employment and
other taxes required to be withheld by the Employer, in connection with such
payments, in amounts and in a manner to be determined in the sole discretion of
the Employer.


 


ARTICLE V


 


VESTING


 


5.1                                 Vesting  A Participant shall be immediately vested in
(i.e. shall have a nonforfeitable right to) all Compensation Deferrals credited
to his or her Account, including any Investment Credits or Debits associated
therewith.  The Employer shall specify in
the Adoption Agreement the vesting provisions applicable to any Employer Discretionary
Credits or Employer Matching Credits allocated to the Accounts of
Participants.  Forfeitures incurred by
Participants shall reduce the amounts credited to a Participant’s Account, but
shall not be reallocated to the Accounts of other Participants unless otherwise
specified in the Adoption Agreement.


 


ARTICLE VI


 


PAYMENTS


 


6.1                                 Benefits  A Participant’s or Beneficiary’s benefit
payable under the Plan shall be the value of the Participant’s vested Account
at the time a Distributable Event occurs under the Plan with respect to such
Participant or Beneficiary.  Such benefit
shall be payable from the general assets of the Employer.  In no event, will a Participant’s right to a
benefit under this Plan give such Participant a secured right or claim on any
assets set aside


 





















 


by the Employer to meet its obligations under
the Plan.   All payments from the Plan
shall be subject to applicable tax withholding and shall commence (or be fully
paid, in the event a lump sum form of distribution was selected) no later than
sixty (60) days after the occurrence of the Distributable Event.


 


6.2                                 Form of Payment  Except as otherwise provided below, benefits
under the Plan shall be paid in the form of a cash lump sum or in annual cash
payments (over a period of five (5), ten (10), or fifteen (15) years), as elected
by the Participant. If applicable, the initial installment shall be based on
the value of the Participant’s vested Account, measured on the date of his or
her Distributable Event, and shall be equal to 1/n (where ‘n’ is equal to the
total number of annual benefit payments not yet distributed).  Subsequent installment payments shall be
computed in a consistent fashion, with the measurement date being the
anniversary of the original measurement date. 
Notwithstanding the Participant’s election regarding the form of
payment, the Employer shall have the right to pay the Participant’s benefit or
remaining benefit in a single lump sum payment. 
Election of the form of payment must be provided to the Plan
Administrator prior to participating in the Plan.


 


Notwithstanding anything
to the contrary, the Participant may subsequently elect to change the form of
payment previously selected, by submitting the appropriate form to the Plan
Administrator, provided however, such form shall be effective only if:


 


(a)          it is submitted at least
thirteen (13) months prior the Participant’s actual Distributable Event, and


 


(b)         it is approved by the
Plan Administrator, in its sole discretion.


 


6.3                                 Death Benefit  In the event of the Participant’s Death,
whether before or after the Participant has otherwise incurred a Distributable
Event or commenced receiving payments from the Plan, the Participant’s
Beneficiary shall receive the balance of the Participant’s vested Account in a
single lump sum cash payment.


 


6.4                                 Unforeseeable Emergencies  If a Participant suffers an Unforeseeable
Emergency, as defined herein, the Plan Administrator, in its sole discretion,
may pay to the Participant that portion of his or her vested Account which the
Plan Administrator determines is necessary to satisfy the emergency.  A Participant requesting an emergency payment
shall apply for the payment in writing on a form approved by the Plan
Administrator and shall provide such additional information as the Plan Administrator
may require.  For purposes of this
paragraph, “Unforeseeable Emergency” means a severe financial hardship of the


 





















 


Participant resulting from a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. 
The Plan Administrator shall have complete discretion to determine
whether the financial hardship of the Participant constitutes an Unforeseeable
Emergency under the Plan.  However, no
financial hardship shall constitute an Unforeseeable Emergency to the extent
the hardship may be relieved through reimbursement or compensation by insurance
or otherwise or can be reasonably relieved by the liquidation of the
Participant’s assets.  If, subject to the
sole discretion of the Plan Administrator, the request for a withdrawal is
approved, the distribution shall be made within sixty (60) days of the date of
approval by the Plan Administrator.


 


6.5                                 Election To Receive Vested Account  A Participant may request in writing, on a
form approved by the Plan Administrator, to receive distribution of his or her
entire vested Account without regard to:


 


(a)              whether payment of
benefits under the Plan are due, or


 


(b)             whether an
Unforeseeable Emergency has occurred.


 


Any
distribution so requested shall be made as soon as practical following the
Participant’s submission of the executed writing and shall be subject to:


 


(c)              forfeiture
of ten percent (10%) of his or her entire vested Account


 


(d)             suspension
of his or her participation in the Plan for the balance of the Taxable Year in
which the distribution is requested as well as the subsequent Taxable Year.


 


The Plan Administrator
shall have sole and absolute discretion to decide whether such a request shall
be approved.


 


6.6                                 Election
to Receive Interim Distributions  A Participant may make an advance election,
at the time he or she files a Compensation Deferral Agreement for a given
Taxable Year, to have those Compensation Deferrals, vested Employer Matching
Credits and/or vested Employer Discretionary Credits to which the agreement
relates paid to him or her at an Interim Distribution Date designated by the
Participant.  Such Compensation Deferrals,
vested Employer Matching Credits and/or vested Employer Discretionary Credits,
adjusted to reflect Investment Credits and Debits, shall be payable in a single
cash lump sum payment within sixty (60) days of such Interim Distribution Date.  The Participant’s selection of


 





















 


an Interim Distribution
Date is irrevocable and must comply with the definition of Interim Distribution
Date under Paragraph 1.15. 
Notwithstanding a Participant’s advance election to designate an Interim
Distribution Date or Dates, the amounts which would otherwise be subject to
such Interim Distribution Date or Dates shall be distributable upon a
Distributable Event pursuant to this Article VI, if such Distributable
Event occurs prior to any Interim Distribution Date.


 


6.7                                 Beneficiary Designation  A Participant shall have the right to
designate a Beneficiary and to amend or revoke such designation at any time in
writing.  Such designation, amendment or
revocation shall be effective upon receipt by the Plan Administrator.   If the Beneficiary is a minor or
incompetent, benefits may be paid to a legal guardian, trustee, or other proper
representative of the Beneficiary, and such payment shall completely discharge
the Employer and the Plan of all further obligations hereunder.


 


If no Beneficiary designation is made, or if
the Beneficiary designation is held invalid, or if no Beneficiary survives the
Participant and benefits are determined to be payable following the Participant’s
death, the Plan Administrator shall direct that payment of benefits be made to
the person or persons in the first category in which there is a survivor.  The categories of successor beneficiaries, in
order, are as follows:


 


(a)                                  Participant’s
Spouse;


 


(b)                                 Participant’s
descendants, per stirpes (eligible descendants
shall be determined by the intestacy laws of the state in which the decedent
was domiciled);


 


(c)                                  Participant’s
parents;


 


(d)                                 Participant’s
brothers and sisters (including step brothers and step sisters); and


 


(e)                                  Participant’s
estate.


 


6.8                                 Claims Procedure  All claims for benefits under the Plan, and
all questions regarding the operation of the Plan, shall be submitted to the
Plan Administrator in writing.  The Plan
Administrator has complete discretion and authority to interpret and construe
any provision of the Plan, and its decisions regarding claims for benefits
hereunder are final and binding.


 


(a)          Presentation
Of Claim.  Any Participant
or Beneficiary of a deceased Participant (such Participant or Beneficiary being
referred to below as


 





















 


a “Claimant”) may deliver to the Plan
Administrator a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. 
All claims must be made within one hundred eighty (180) days of the date
on which the event that caused the claim to arise occurred.  The claim must state with particularity the
determination desired by the Claimant.


 


(b)         Notification
Of Decision  The Plan
Administrator shall consider a Claimant’s claim within a reasonable time, and
shall notify the Claimant in writing:


 


i.)     that the Claimant’s requested
determination has been made, and that the claim has been allowed in full; or


 


ii.)  that the Plan Administrator has
reached a conclusion contrary, in whole or in part, to the Claimant’s requested
determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:


 


1)              the specific
reason(s) for the denial of the claim, or any part of it;


 


2)              specific
reference(s) to pertinent provisions of the Plan upon which such denial was based;


 


3)              a description of any
additional material or information necessary for the Claimant to perfect the
claim, and an explanation of why such material or information is necessary;


 


4)              a description of the
claim review procedure set forth in Paragraph 6.8(c) below, including
information regarding any applicable time limits and a statement regarding the
Claimant’s right to bring an action under Section 502(a) of ERISA
following an adverse determination on review; and


 


5)              if the decision
involved the Disability of the Participant, information regarding whether an
internal rule or procedure was relied upon in making its decision and that the
Claimant can request a copy of such rule or procedure, free of charge, upon
request.


 


The Plan Administrator will notify the
Claimant of an adverse decision within 90 days of the date the claim was
received, unless the Plan Administrator determines there are special
circumstances that require an extension of time in which to make a decision.  If an extension of time is needed, the Plan
Administrator shall notify the Claimant of the


 





















 


extension before the expiration of the
original 90-day period.  The notice will
include a description of the special circumstances requiring an extension of
time and an estimate of the date it expects a decision to be made.  The extension shall not exceed an additional
90-day period.


 


If the adverse decision relates to a claim
involving the Disability of the Participant, the Plan Administrator will notify
the Claimant of an adverse decision within 45 days of the date the claim was
received, unless the Plan Administrator determines that matters beyond its
control require an extension of time in which to make a decision.  If an extension of time is needed, the Plan
Administrator shall notify the Claimant of the extension before the expiration
of the original 45-day period.  The
notice will include a description of the circumstances requiring the extension
and an estimate of the date it expects a decision to be made.  The extension shall not exceed an additional
30-day period unless, within the 30-day period the Plan Administrator again
determines that more time is needed due to matters beyond its control, in which
case notice of the need for not more than an additional 30 days is provided to
the Claimant before the first 30-day period expires. The notice will include a
description of the circumstances requiring the extension and an estimate of the
date it expects a decision to be made. 
Any extension notice will include information regarding the standards on
which a determination of Disability will be made, the outstanding issues which
prevent a decision from being made, and any additional information which is
needed in order to reach a decision.  The
Claimant will have 45 days to supply any additional information.


 


If the Plan Administrator notifies the
Claimant of the need for an extension of time to make a decision regarding his
or her claim in accordance with this Paragraph 6.8(b), and the extension is
needed due to the Claimant’s failure to provide information necessary to decide
the claim, the period of time in which the Plan Administrator must make a
decision does not include the time between the date the notice of the extension
was sent to the Claimant and the date the Claimant responds to the request for
additional information.


 


(c)          Review
Of A Denied Claim  Within
sixty (60) days after receiving a notice from the Plan Administrator that a
claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly
authorized representative) may file with the Plan Administrator a written
request for a review of the denial of the claim.  During the 60-day review period, the Claimant
(or the Claimant’s duly authorized representative):


 


i.)                                      may
review relevant documents;


 





















 


ii.)                                   may
submit written comments or other documents relating to the claim;


 


iii.)                                may
request access to and copies of all relevant documents, free of charge;


 


iv.)                               may
request a hearing, which the Plan Administrator, in its sole discretion, may
grant.


 


The Plan Administrator will consider all
documents and other information submitted by the Claimant in reviewing its
previous decision, including documents not available to or considered by it
during its initial determination.


 


If the appeal relates to a determination of
the Plan Administrator involving the Disability of the Participant, the
Claimant will have 180 days following receipt of a denial to file a written
request for review.  In such event, no
deference shall be given to the initial benefit determination, and the review
shall be conducted by an appropriate fiduciary who is someone other than the
individual who made the initial determination or a subordinate of such
individual.  If the initial determination
was based in whole or in part on a medical judgment, the reviewer shall consult
with an appropriately trained and experienced health care professional, and
shall disclose the identity of any experts who provided advice with regard to
the initial decision.  The health care
professional whose advice is sought during the appeal process will not be an
individual who was consulted during the initial determination, nor a
subordinate of such an individual.


 


Decision On Review  The Plan Administrator shall render its
decision on review promptly, and not later than sixty (60) days after the
filing of a written request for review of the denial, unless a hearing is held
or other special circumstances require additional time, in which case the Plan
Administrator’s decision must be rendered within one hundred twenty (120) days
after such date. If an extension of time is needed, the Plan Administrator
shall notify the Claimant of the extension before the expiration of the
original 60-day period. The notice will include a description of the
circumstances requiring the extension and an estimate of the date it expects a
decision to be made.  Such decision must
be written in a manner calculated to be understood by the Claimant, and if the
decision on review is adverse it must contain:


 


i.)                                      specific
reasons for the decision;


 





















 


ii.)                                   specific
reference(s) to the pertinent Plan provisions upon which the decision was
based;


 


iii.)                                a
statement that the Claimant may receive, upon request and free of charge,
access to and copies of relevant documents and information;


 


iv.)                               a
statement describing any voluntary appeal procedures under the Plan and the
Claimant’s right to bring an action under Section 502(a) of ERISA;


 


v.)                                  if
the decision involved the Disability of the Participant, information regarding
whether an internal rule or procedure was relied upon in making its decision
and that the Claimant can request a copy of such rule or procedure, free of
charge, upon request;


 


vi.)                               a
statement that the Claimant and the Plan may have other voluntary alternative
dispute resolution options, such as mediation, and that the Claimant may find
out what options are available by contacting the local U.S. Department of Labor
Office and the state insurance regulatory agency; and


 


vii.)                            such
other matters as the Plan Administrator deems relevant.


 


If the appeal involves the Disability of the
Participant, the decision of the Plan Administrator will be made within 45 days
after the filing of the written request for review, unless special
circumstances require additional time, in which case the Plan Administrator’s
decision will be made within 90 days after the date the request was filed. If
an extension of time is needed, the Plan Administrator shall notify the
Claimant of the extension before the expiration of the original 45-day period.
The notice will include a description of the circumstances requiring the
extension and an estimate of the date it expects a decision to be made.


 


If the Plan Administrator notifies the
Claimant of the need for an extension of time to make a decision regarding his
or her appeal in accordance with this Paragraph 6.8(d), and the extension is
needed due to the Claimant’s failure to provide information necessary to decide
the appeal, the period of time in which the Plan Administrator must make a
decision does not include the time between the date the notice of the extension
was sent to the Claimant and the date the Claimant responds to the request for
additional information.


 





















 


ARTICLE VII


 


SUSPENSION OF DEFERRALS


 


7.1                                 Unforeseeable Emergencies  If a Participant experiences an Unforeseeable
Emergency, the Participant may petition the Plan Administrator to suspend any
Compensation Deferrals required to be made by the Participant pursuant to his
or her current Compensation Deferral Agreement. 
The Plan Administrator shall determine, in its sole discretion, whether
to approve the Participant’s petition. 
If the petition for a suspension is approved, suspension shall commence
upon the date of approval and shall continue until the earlier of (i) the end
of the Taxable Year or (ii) the date the Unforeseeable Emergency ceases to
exist, as determined by the Plan Administrator in its sole discretion.  The Participant’s eligibility for Employer
Matching Credits and/or Employer Discretionary Credits shall be similarly
suspended.


 


7.2                                 Suspension of Deferrals for Other Reasons  If a Participant commences an authorized
leave of absence which is unpaid or his or her Compensation is significantly
reduced for any reason whatsoever, the Participant’s Compensation Deferrals
shall be suspended for such period of time as the Plan Administrator, in its
complete and absolute discretion, determines. 
The Participant’s eligibility for Employer Matching Credits and Employer
Discretionary Credits may be similarly suspended.  Upon the Participant’s return to active
employment or receipt of his or her normal rate of Compensation, his or her
Compensation Deferrals shall resume (as will eligibility for Employer Matching
Credits and Employer Discretionary Credits) for the remaining portion of the
Taxable Year in which the suspension occurred, based on the Compensation
Deferral Agreement in effect for that Taxable Year.  If resumption would not occur until a later
Taxable Year, the Participant shall be permitted to complete a new Compensation
Deferral Agreement as though he or she was a new Eligible Employee.


 


ARTICLE VIII


 


PLAN ADMINISTRATION


 


8.1                                 Appointment The Plan Administrator
shall serve at the pleasure of the Employer, who shall have the right to remove
the Plan Administrator at any time upon 30 days written notice.  The Plan Administrator shall have the right
to resign upon 30 days written notice to the Employer.


 


8.2                                 Duties Of Plan Administrator  The Plan Administrator shall
be responsible to perform all administrative functions of the Plan.  These duties include but are not limited to:


 





















 


(a)                                  Communicating
with Participants in connection with their rights and benefits under the Plan.


 


(b)                                 Reviewing
Investment Preference elections received from Participants.


 


(c)                                  Arranging
for the payment of taxes (including income tax withholding), expenses and
benefit payments to Participants under the Plan.


 


(d)                                 Filing
any returns and reports due with respect to the Plan.


 


(e)                                  Interpreting
and construing Plan provisions and settling claims for Plan benefits.


 


(f)                                    Serving
as the Plan’s designed representative for the service of notices, reports,
claims or legal process.


 


(g)                                 Employing
any agents such as accountants, auditors, attorneys, actuaries or any other
professionals it deems necessary in the performance of any of its duties.


 


8.3                                 Employer  The
Employer has sole responsibility for the establishment and maintenance of the
Plan.  The Employer through its Board
shall have the power and authority to appoint the Plan Administrator, Trustee
and any other professionals as may be required for the administration of the
Plan.  The Employer shall also have the
right to remove any individual or party appointed to perform administrative,
investment, fiduciary or other functions under the Plan.  The Employer may delegate any of its powers
to the Plan Administrator, Board Member or a Committee of the Board.


 


8.4                                 Administrative Fees And Expenses  Except for Trustee fees and expenses, all
reasonable costs, charges and expenses incurred by the Plan Administrator or
the Trustee in connection with the administration of the Plan or the Trust
shall be paid by the Employer.  If not so
paid, such costs, charges and expenses shall be charged to the Trust, if any,
established in connection with the Plan. 
The Trustee shall be specifically authorized to charge its fees and
expenses directly to the Trust. If the Trust has insufficient liquid assets to
cover the applicable fees, the Trustee shall have the right to liquidate assets
held in the Trust to pay any fees or expenses due.  Notwithstanding the foregoing, no compensation
other than reimbursement for expenses shall be paid to a Plan Administrator who
is an Employee of the Employer.


 





















 


8.5                                 Plan Administration And Interpretation  The Plan Administrator shall have complete
discretionary control and authority to determine the rights and benefits and
all claims, demands and actions arising out of the provisions of the Plan of
any Participant, Beneficiary, deceased Participant, or other person having or
claiming to have any interest under the Plan. 
The Plan Administrator shall have complete discretion to interpret the
Plan and to decide all matters under the Plan.    Such interpretation and decision shall be
final, conclusive, and binding on all Participants and any person claiming
under or through any Participant.  Any
individual(s) serving as Plan Administrator who is a Participant will not vote
or act on any matter relating solely to himself or herself.  When making a determination or calculation,
the Plan Administrator shall be entitled to rely on information furnished by a
Participant, a Beneficiary, the Employer, or other party.  The Plan Administrator shall have the
responsibility for complying with any reporting and disclosure requirements of
ERISA.


 


8.6                                 Powers, Duties, Procedures  The Plan Administrator shall have such powers
and duties, may adopt such rules, may act in accordance with such procedures,
may appoint such officers or agents, may delegate such powers and duties, may
receive such reimbursement and compensation, and shall follow such claims and
appeal procedures with respect to the Plan as it may establish.


 


8.7                                 Information  To enable the Plan Administrator to perform
its functions, the Employer shall supply full and timely information to the
Plan Administrator on all matters relating to the compensation of Participants,
their employment, retirement, death, termination of employment, and such other
pertinent facts as the Plan Administrator may require.


 


8.8                                 Indemnification Of Plan Administrator  The Employer agrees to indemnify and to
defend to the fullest extent permitted by law any officer(s), Employee(s) or
Board Members who serve as Plan Administrator (including any such individual
who formerly served as Plan Administrator) against all liabilities, damages,
costs and expenses (including attorneys’ fees and amounts paid in settlement of
any claims approved by the Employer) occasioned by any act or omission to act
in connection with the Plan, if such act or omission is in good faith.


 


8.9                                 Plan Administration Following a Change of Control  Notwithstanding anything to the contrary in
this Article VIII or elsewhere in the Plan or Trust, upon a Change of
Control the individual serving as Chief Executive Officer immediately prior to
such Change of Control, or the most senior officer of the Company immediately prior
to such Change of Control, who is also a Participant in the Plan, shall have
the right to appoint an individual, third party, or Committee to serve as Plan
Administrator.  Such


 





















 


appointment shall be made in writing and
copies thereof shall be delivered to the Board, to the existing Plan
Administrator, to the Trustee, and to all Plan Participants.  The Trustee and all other service providers
shall be entitled to rely fully on instructions received from the successor
Plan Administrator and shall be indemnified to the fullest extent permitted by
law for acting in accordance with the proper instructions of the successor Plan
Administrator.


 


ARTICLE IX


 


TRUST FUND


 


9.1                                 Trust  Coincident
with the establishment of the Plan, the Employer may establish a Trust for the
purpose of accumulating assets which may, but need not be used, by the Employer
to satisfy some or all of its financial obligations to provide benefits to
Participants under this Plan.  All assets
held in the Trust shall remain the exclusive property of the Employer and shall
be available to pay creditor claims of the Employer in the event of insolvency,
to the extent provided under any Trust established with respect to such
Employer.  The assets held in Trust shall
be administered in accordance with the terms of the separate Trust Agreement
between the Trustee and the Employer.


 


9.2                                 Unfunded Plan 
 In no event will the assets accumulated by the
Employer in the Trust be construed as creating a funded Plan under the
applicable provisions of ERISA or the Code, or under the provisions of any
other applicable statute or regulation. Any funds set aside by the Employer in
trust shall be administered in accordance with the terms of the Trust.


 


9.3                                 Assignment And Alienation  No Participant or Beneficiary
of a deceased Participant shall have the right to anticipate, assign, transfer,
sell, mortgage, pledge or hypothecate any benefit under this Plan.  The Plan Administrator shall not recognize
any attempt by a third party to attach, garnish or levy upon any benefit under
the Plan except as may be required by law.


 


ARTICLE X


 


AMENDMENT AND TERMINATION


 


10.1                           Amendment  The Employer shall have the right to amend
this Plan without the consent of any Participant or Beneficiary hereunder,
provided that no such amendment shall have the effect of reducing any of the


 





















 


vested benefits to which a Participant or
Beneficiary has accrued a right as of the effective date of the amendment.


 


10.2                           Termination  The Employer may terminate or discontinue the
Plan in whole or in part at any time. 
Upon Plan termination, no further Compensation Deferrals or Employer
Discretionary Credits or Employer Matching Credits shall be made except that
the Employer shall be responsible to pay any benefit attributable to vested
amounts credited to the Participant’s Account as of the effective date of
termination  (following any final
adjustments to such Accounts in accordance with Article III hereof).  If the Plan is terminated, the Plan
Administrator shall make distribution of the Participant’s vested benefit as
soon as possible following such termination.


 


10.3                           Existing Rights  No amendment or termination of the Plan shall
adversely affect the rights of any Participant with respect to vested amounts
that have been credited to his or her Account prior to the date of such
amendment or termination.


 


ARTICLE XI


 


MISCELLANEOUS


 


11.1                           Total Agreement  This Plan and the executed
Adoption Agreement, Compensation Deferral Agreement, Beneficiary designation
and other administration forms shall constitute the total agreement or contract
between the Employer and the Participant regarding the Plan.  No oral statement regarding the Plan may be
relied upon by the Participant.  The Employer
or Plan Administrator shall have the right to establish such procedures as are
necessary for the administration or operation of the Plan or Trust, and such
procedures shall also be considered a part of the Plan unless clearly contrary
to the express provisions thereof.


 


11.2                           Employment Rights  Neither the establishment of this Plan nor
any modification thereof, nor the creation of any Trust or Account, nor the
payment of any benefits, shall be construed as giving a Participant or other
person a right to employment with the Employer or any other legal or equitable
right against the Employer except as provided in the Plan.  In no event shall the terms of employment of
any Employee be modified or in any way be affected by the Plan.


 


11.3                           Non-Assignability  None of the benefits, payments, proceeds or
claims of any Participant or Beneficiary shall be subject to attachment or
garnishment or other legal process by any creditor of such Participant or
Beneficiary, nor shall any Participant or Beneficiary have the right to


 





















 


alienate, commute, pledge, encumber or assign
any of the benefits or payments or proceeds which he or she may expect to
receive, contingently or otherwise under the Plan.


 


11.4                           Binding Agreement  Any action with respect to the Plan taken by
the Plan Administrator or the Employer or the Trustee or any action authorized by
or taken at the direction of the Plan Administrator, the Employer or other
authorized party shall be conclusive upon all Participants and Beneficiaries
entitled to benefits under the Plan.


 


11.5                           Receipt
And Release  Any payment to any
Participant or Beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims against the
Employer, the Plan Administrator and the Trustee under the Plan, and the Plan
Administrator may require such Participant or Beneficiary, as a condition
precedent to such payment, to execute a receipt and release to such
effect.  If any Participant or
Beneficiary is determined by the Plan Administrator to be incompetent by reason
of physical or mental disability (including not being the age of majority) to
give a valid receipt and release, the Plan Administrator may cause payment or
payments becoming due to such person to be made to a legal guardian, trustee,
or other proper representative of the Participant or Beneficiary without
responsibility on the part of the Plan Administrator, the Employer or the
Trustee to follow the application of such funds.


 


11.6                           Furnishing Information  A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Plan Administrator and take such other actions as may be requested in order
to facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as
the Plan Administrator may deem necessary.


 


11.7                           Distribution In The Event Of Taxation  If, for any reason, all or any portion of a
Participant’s benefit under this Plan becomes income taxable to the Participant
prior to a receipt, a Participant may petition the Plan Administrator for a
distribution of that portion of his or her benefit that has become
taxable.  Upon the grant of such a
petition, which grant shall not be unreasonably withheld, a Participant’s
Employer shall distribute to the Participant immediately, funds in an amount
equal to the taxable portion of his or her benefit (which amount shall not
exceed a Participant’s unpaid vested Account under the Plan).  If the petition is granted, the tax liability
distribution shall be made within ninety (90) days of the date when the
Participant’s petition is granted.  Such
a distribution shall affect and reduce the benefits to be paid under this Plan.


 





















 


11.8                           Insurance  The Employers, on their own behalf or on
behalf of the trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. 
The Employers or the trustee of the Trust, as the case may be, shall be
the sole owner and beneficiary of any such insurance.  The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the Employers
shall submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies to whom
the Employers have applied for insurance.


 


11.9                           Governing Law  Construction, validity and administration of
this Plan shall be governed by applicable Federal law and applicable state law
in which the principal office of the Employer is located.  If any provision shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
hereof shall continue to be fully effective.


 


11.10                     Headings
And Subheadings  Headings and
subheadings in this Plan are inserted for convenience only and are not to be
considered in the interpretation of the provisions hereof.


 





















 


AMENDMENT


SI INTERNATIONAL DEFERRED COMPENSATION PLAN


 


THIS AMENDMENT,
by SI International, Inc., a Delaware corporation, (hereinafter called the “Company”),


 


WITNESSETH:


 


WHEREAS, the
Company sponsors the “SI International Deferred Compensation Plan” (hereinafter
called the “Plan”);


 


WHEREAS,
pursuant to Section 10.1 of the Basic Plan, the Company retained the right
to amend the Plan;


 


WHEREAS, the
Company desires to amend the Plan for amounts deferred under the Plan after December 31,
2003, to comply with Section 409A of the Internal Revenue Code of 1986, as
amended; and


 


WHEREAS,
resolutions were duly adopted by the Compensation Committee of the Board of
Directors of the Company on December 21, 2004, approving this amendment to
the Plan.


 


NOW, THEREFORE,
the Plan is hereby amended, as follows:


 


The terms of this paragraph shall take
precedence over all other provisions of this Plan and shall apply to all amount
deferred under the Plan after December 31, 2004 (including earnings on
such amounts) to the extent necessary to comply with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”). Under this paragraph,
(i)  any provision of the Plan which, but
for the application of this paragraph, would permit a distribution of benefits
under the Plan to be made at other than a time or event permitted by Section 409A(a)(2)
of the Code, would permit an acceleration of payments under the Plan prohibited
by Section 409A(a)(3) Code or would permit an election not in


 





















 


compliance with Section 409A(a)(4) of
the Code shall be appropriately limited in its application (including, if
necessary, treated as null and void) so as to preclude any distribution not
permitted by Section 409A(a)(2) of the Code, acceleration of payment not
permitted by Section 409A(a)(3) and election not permitted by Section 409A(a)(4)
of the Code; and (ii) the Company may amend the Plan as it deems necessary or
appropriate to avoid benefits under the Plan from being included in gross
income for Federal income tax purposes by reason of Section 409A(a)(1)(A)
of the Code.  Notwithstanding the
foregoing, the Company provides no promise or warranty that payments or credits
under the Plan will not be subjected to Sections 409A(a)(1)(A) or 409A(a)(1)(B)
of the Code.


 


IN WITNESS
WHEREOF, the Company has executed this Amendment this 21st day of
December, 2004.


 


	
   

  	
  SI International, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ THOMAS E. DUNN

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  CFO