Exhibit 10.1


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EXECUTIVE
EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of November 11,
2005 by and between SI International, Inc., a Delaware corporation (the “Company”),
and HARRY D. GATANAS (the “Executive”).


 


WHEREAS,
the Board of Directors of the Company (the “Board”) desires to set forth the
nature and amount of compensation and other benefits to be provided to the
Executive and any of the rights of the Executive in the event of his
termination of employment with the Company;


 


WHEREAS,
the Executive is willing to commit himself to serve the Company on the terms
and conditions herein provided; and


 


WHEREAS,
in order to effect the foregoing, the Company and the Executive wish to enter
into this Agreement under the terms and conditions set forth below.


 


NOW,
THEREFORE, in consideration of the foregoing, of the mutual
promises and the respective covenants and agreements of the parties herein
contained, the parties intending to be legally bound, agree as follows:


 


1.                                       Employment.  The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to serve the Company, on the terms
and conditions set forth herein.


 


2.                                       Term.  The Executive’s employment pursuant to this
Agreement shall commence on August 8, 2005 and continue in effect through July 1,
2006; provided, however, that commencing on July 1, 2006 and each July 1st
thereafter, the Executive’s employment pursuant to this Agreement shall
automatically be extended for additional one (1) year terms unless, not
later than ninety (90) calendar days prior to such date, the Company or the
Executive shall have given written notice that such party does not wish to
extend the Executive’s employment pursuant to this Agreement; and provided,
further, that if a Change of Control (as defined herein) of the Company shall
have occurred during the original or any extended term of the Executive’s
employment pursuant to this Agreement, the term of the Executive’s employment
pursuant to this Agreement shall continue in effect for a period of twelve (12)
months beyond the month in which such Change of Control occurred.


 


3.                                       Position
and Duties.  During the Executive’s
employment with the Company pursuant to this Agreement, the Executive shall
serve as the Executive Vice President of the Company and shall have such
responsibilities and authority as the Chief Executive Officer of the Company
(the “CEO”) shall delegate, expand, limit or otherwise change from time to
time.


 


4.                                       Compensation,
Benefits and Related Matters.


 


(a)                                  Base
Salary.  During the Executive’s
employment with the Company pursuant to this Agreement, the Company shall pay
to the Executive a salary at an initial rate of Two Hundred Fifty Thousand
Dollars ($250,000) per annum in equal installments as nearly as
practicable on the normal payroll periods for employees of the Company
generally (the “Base Salary”).  The Base
Salary may be increased or decreased from time to time at the discretion of the
Board.


 





















 


(b)                                 Performance-Based
Bonus.  During the Executive’s
employment with the Company pursuant to this Agreement, the Executive shall be
eligible to receive a bonus following the end of each fiscal year in accordance
with the performance-based bonus plans established by the Board for senior
executive officers from time to time after taking into account the performance
of the Company and the Executive and such other facts and circumstances as the
Board may deem appropriate to consider.


 


(c)                                  Expenses.  During the Executive’s employment with the
Company pursuant to this Agreement, the Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by the Executive in
performing services hereunder, including, without limitation, all expenses for
travel, all living expenses while away from home on business or at the request
of and in the service of the Company, and all reasonable entertainment
expenses.


 


(d)                                 Benefits.  During the Executive’s employment with the
Company pursuant to this Agreement, the Executive shall be entitled to participate
in all of the employee benefit plans and arrangements generally provided from
time to time to senior executive officers of the Company.  The Company may initiate, change and
discontinue any such plan or arrangement at any time.  Nothing paid to the Executive under any plan
or arrangement presently in effect or made available in the future shall be
deemed to be in lieu of any amounts payable to the Executive pursuant to this Section 4.


 


(e)                                  Compensation
During Incapacity.  During the
Executive’s employment with the Company pursuant to this Agreement, for any
period that the Executive fails to perform the Executive’s full-time duties
with the Company as a result of incapacity due to physical or mental illness,
the Company shall pay the Executive’s Base Salary to the Executive at the rate
in effect at the commencement of any
such period, together with all compensation and benefits payable to the
Executive under the terms of any compensation or benefit plan, program or
arrangement maintained by the Company during such period, until the Executive’s
employment is terminated by the Company for Disability.


 


(f)                                    Vacation.  Executive shall be entitled to
vacation in the manner and as generally provided from time to time to senior
executive officers of the Company.


 


5.                                       Termination.


 


(a)                                  The
Executive’s employment with the Company may be terminated by the Company (i) at
any time for Cause or without Cause; or (ii) if, as a result of the
Executive’s incapacity due to physical or mental illness, the Executive shall have
been absent from the full-time performance of the Executive’s duties with the
Company for three (3) consecutive months (a “Disability”).  The Executive’s employment with the Company
shall be terminated immediately upon the death of the Executive.  The Executive’s employment with the Company
may be terminated at any time by the Executive for Constructive Termination or
without Constructive Termination.


 


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(b)                                 Any
purported termination of the Executive’s employment by the Company or the
Executive (other than by reason of death) shall be communicated by written
Notice of Termination from one party hereto to the other in accordance with Section 19
hereof.


 


(c)                                  As
used herein:


 


(i)                                     A
“Notice of Termination” shall mean a notice that specifies the Date of
Termination and that, in the case of a termination by the Executive, shall
indicate the specific termination provision in this Agreement relied upon and
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment under the
provision so indicated and that, in the case of a termination by the Company,
shall indicate whether such termination is for Cause or without Cause.


 


(ii)                                  The
“Date of Termination” with respect to any purported termination of the
Executive’s employment shall mean (A) if the Executive’s employment is
terminated for Disability, thirty (30) days after Notice of Termination is
given (provided that the Executive shall not have returned to the full-time
performance of the Executive’s duties during such thirty (30) day period), (B) if
the Executive’s employment is terminated by reason of death, then the date
thereof, (C) if the Executive’s employment is terminated pursuant to Section 2
hereof, the date on which the Executive’s employment expires pursuant to such
section, and (D) if the Executive’s employment is terminated for any other
reason, the date specified in the Notice of Termination (which, in the case of
a termination by the Executive, shall not be less than thirty (30) nor more
than sixty (60) days from the date such Notice of Termination is given).


 


6.                                       Severance
Payments.


 


(a)                                  The
Company shall pay the Executive the payments and benefits set forth in this Section 6(a) upon
any termination of the Executive’s employment, including, without limitation,
the nonextension of the Executive’s employment by the Company pursuant to Section 2
hereof, unless such termination is by the Company for Cause, by the Executive
without Constructive Termination or the nonextension of the Executive’s
employment by the Executive pursuant to Section 2 hereof:


 


(i)                                     The
Company shall pay as severance pay to the Executive (x) for a twelve (12) month
period after the Date of Termination the Executive’s Base Salary at the highest
rate in effect prior to the Date of Termination in equal installments as nearly
as practicable on the normal payroll periods for employees of the Company
generally, and (y) any performance-based bonus which has been earned by the
Executive for a fiscal year preceding the Date of Termination and a pro-rata
portion, to the Date of Termination, of any performance-based bonus that the
Executive would have earned for the fiscal year in which the Date of
Termination occurs, in each case, in accordance with the performance-based
bonus plan in effect for such fiscal year and as approved by the Board
consistent with the Company’s performance during such period, such amounts to
be paid when bonuses are generally paid to other executive officers of the
Company; provided, however, that in the event the Company terminates the
Executive’s employment without Cause or elects not to extend the Executive’s
employment pursuant to Section 2 hereof or the Executive resigns after a
Constructive Termination during the time period commencing with a definitive
agreement for a Change of Control (which transaction 


 


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is ultimately
consummated) and ending one (1) year thereafter, the Company shall pay the
severance payment described in clause (x) above in a lump sum within five (5) days
of the Date of Termination unless the Executive provides the Company prior
written notice declining such lump sum payment in favor of payment in equal
installments as nearly as practicable on the normal payroll periods for
employees of the Company generally.


 


(ii)                                  For
a twelve (12) month period after the Date of Termination, the Company shall
administer and pay for the Executive’s life, disability, accident and health
insurance benefits substantially similar to those which the Executive is
receiving immediately prior to the Notice of Termination.


 


(b)                                 Notwithstanding
any contrary provision in any agreement relating to the grant by the Company or
any of its affiliates of any option to acquire shares of the Company’s or any
affiliate’s capital stock pursuant to such entity’s stock option plans (“Stock
Options”) or the issuance of capital stock or other equity interests of any
such entity pursuant to a restricted stock agreement or similar arrangement (“Restricted
Stock”), if during the period commencing with a definitive agreement for a
Change of Control (which transaction is ultimately consummated) and ending one(1) year
thereafter the Company terminates the Executive’s employment without Cause or
elects not to extend the Executive’s employment pursuant to Section 2
hereof or the Executive resigns after a Constructive Termination, all Stock
Options and all shares of Restricted Stock which have not yet become vested
shall become vested in full on the Date of Termination.


 


(c)                                  The
payments provided in Section 6(a) shall be in addition to the
payments and benefits set forth in Section 7 hereof.


 


7.                                       Compensation
Other than Severance Payments.  If
the Executive’s employment shall be terminated by him or the Company for any
reason, the Company shall pay the Executive’s normal post-termination
compensation and benefits under, and in accordance with, the Company’s
retirement, insurance and other compensation or benefit plans or programs..


 


8.                                       Certain
Definitions.


 


(a)                                  Cause.  “Cause” shall mean the following:


 


(i)                                     A
good faith finding by the Board or the CEO that the Executive (w) has been
convicted of a felony, (x) has been convicted of a misdemeanor (excluding
traffic violations) to the extent such conviction could reasonably be
considered to compromise the best interests of the Company or any of its
Subsidiaries or render the Executive unfit or unable to perform its services
and duties hereunder, (y) has committed any other act or omission
involving dishonesty, disloyalty or fraud with respect to the Company or any of
its Subsidiaries or any of their customers or suppliers, or (z) has committed
an act involving unlawful or disreputable conduct in the context of Executive’s
employment which is likely to be harmful to the Company or its reputation;


 


(ii)                                  The
continued failure by the Executive to perform its duties in all material
respects for the Company or any of its Subsidiaries continuing for a period of
45 days following a demand for such performance by the Board or the CEO or a
material breach by the 


 


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Executive of its
obligations under this Agreement continuing uncured (if curable) for a period
of 45 days following notice from the Board or the CEO (other than any such
failure or breach resulting from the Executive’s incapacity due to physical or
mental illness), which demand shall identify in reasonable detail the manner
that that Executive has not performed its duties or has breached its
obligations (as applicable) and give the Executive an opportunity to respond;
provided, that,   the foregoing shall not
be construed to include the Executive’s failure to achieve financial or
operating objectives and goals established by the Board or the CEO; or


 


(iii)                               A
good faith finding by the Board or the CEO that the Executive engaged in (x)
misconduct materially injurious to the Company or any of its Subsidiaries or
the reputation of the Company or its Subsidiaroes or (y) gross negligence or
willful misconduct by the Executive which has a material adverse effect on the
Company or any of its Subsidiaries.


 


(b)                                 Change
of Control.  A “Change of Control”
shall be deemed to occur if (i) there shall be consummated (x) any
consolidation or merger of 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 date of this Agreement, 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 date hereof, 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.


 


(c)                                  Common
Stock.  “Common Stock” shall mean the
Company’s Common Stock, par value $0.01 per share.


 


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(d)                                 Constructive
Termination.  “Constructive
Termination” shall mean the occurrence, without the Executive’s written
consent, of any of the following circumstances unless such circumstances are
fully corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof:


 


(i)                                     The
relocation of the Executive’s principal place of employment to a location
outside of the Washington, D.C. metropolitan area or the Company’s requiring
the Executive to be based anywhere other than such principal place of
employment (or permitted relocation thereof) except for required travel on the
Company’s business to an extent substantially consistent with the Executive’s
present business travel obligations;


 


(ii)                                  The
failure by the Company to pay to the Executive any portion of the Executive’s
then Base Salary or allocated bonus, incentive or other form of compensation or
to pay to the Executive any portion of an installment of deferred compensation
under any deferred compensation program of the Company, within seven (7) days
of the date such compensation is due; or


 


(iii)                               A
material breach of this Agreement by the Company.


 


The Executive’s right to
terminate the Executive’s employment as a result of Constructive Termination
shall not be affected by the Executive’s incapacity due to physical or mental
illness.  The Executive’s right to
terminate the Executive’s employment as a result of a Constructive Termination
must be exercised within twenty (20) days after the Executive becomes aware of
the occurrence of any circumstance constituting Constructive Termination
hereunder.


 


(e)                                  Subsidiary.  “Subsidiary” shall mean any
corporation of which the Company owns securities having a majority of the
ordinary voting power in electing the board of directors directly or through
one or more subsidiaries.


 


9.                                       D&O
Insurance; Indemnification.


 


(a)                                  To
the fullest extent permitted by applicable law, the Company shall indemnify the
Executive against all expenses (including reasonable attorneys’ fees),
judgments, fines, and amounts paid in settlement, as actually and reasonably
incurred by the Executive in connection with any threatened or pending action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
that the Executive is made a party to by reason of the fact that he is or was
performing services as an officer or director of the Company.  Such indemnification shall continue as to the
Executive even if he has ceased to be an employee, officer, or director of the
Company and shall inure to the benefit of his heirs and estate.


 


(b)                                 Any
costs, fees or expenses incurred by the Executive relating to indemnification
under the Company’s Certificate of Incorporation, as amended, shall be paid by
the Company in advance as soon as practicable but not later than three business
days after receipt of written request of the Executive; provided that the
Executive shall undertake to repay such amount to the extent that it is
ultimately determined by a court of competent jurisdiction that the Executive
is not entitled to indemnification. 
Subject to applicable law, the Executive’s right to indemnification or
advances from the Company shall be enforceable by the Executive in any court of
competent jurisdiction.  The burden of
proving that indemnification or advances are not appropriate shall be on the
Company.


 


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(c)                                  The
provisions of this Section 9 are in addition to, and not in derogation of,
the indemnification provisions of the Company’s Certificate of Incorporation,
as amended, and the Indemnification Agreement between the Company and the
Executive (the “Indemnification Agreement”).


 


10.                                 No
Mitigation.  The Company agrees that,
if the Executive’s employment is terminated hereunder, the Executive is not
required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive by the Company.  Furthermore, the amount of any payment
provided hereunder shall not be reduced by any compensation earned by the
Executive.


 


11.                                 Confidential
Information.  The Executive
acknowledges that the information, observations and data obtained by him while
employed by the Company or any Subsidiary (including those obtained prior to
the date of this Agreement concerning the business or affairs of the Company,
or any of its Subsidiaries (collectively, “Confidential Information”)) are the
property of the Company and its Subsidiaries. 
Therefore, the Executive agrees that he shall not (during his employment
with the Company or at any time thereafter) disclose to any unauthorized person
or use for his own purposes any Confidential Information without the express
prior written consent of the Board, unless and to the extent that the
aforementioned matters: (a) become generally known to and available for
use by the public other than as a result of the Executive’s acts or omissions
or (b) are required to be disclosed by judicial process or law.  The Executive shall deliver to the Company at
the termination of his employment, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes,
printouts and software and other documents and data (and copies thereof)
relating to the Confidential Information, Work Product (as defined below) or
the business of the Company or any Subsidiary which he may then possess or have
under his control.


 


12.                                 Inventions
and Patents.  The Executive hereby
assigns to the Company all right,-title and interest to all patents and patent
applications, all inventions, innovations, improvements, developments, methods,
designs, analyses, drawings, reports and all similar or related information (in
each case whether or not patentable), all copyrights and copyrightable works,
all trade secrets, confidential information and know-how, and all other
intellectual property rights that are conceived, reduced to practice, developed
or made by the Executive while employed by the Company and its Subsidiaries and
that (i) relate to the Company’s or any Subsidiary’s actual or anticipated
business, research and development or existing or future products or services;
or (ii) are conceived, reduced to practice, developed or made using any
material equipment, supplies, facilities, assets or resources of the Company or
any Subsidiary (including but not limited to any intellectual property rights)
(“Work Product”).  The Executive shall
promptly disclose such Work Product to the Board and perform all actions
reasonably requested by the Board (whether during his employment with the Company
or at any time thereafter) to establish and confirm the Company’s ownership
(including, without limitation, assignments, consents, powers of attorney,
applications and other instruments).


 


13.                                 Noncompetition.  In further consideration of the compensation
to be paid to the Executive hereunder, the Executive acknowledges that in the
course of his employment with the Company he has become and shall become
familiar with the Company’s trade secrets and with other Confidential
Information concerning the Company and its Subsidiaries and that his services 


 


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have been and shall be of
special, unique and extraordinary value to the Company and its
Subsidiaries.  Therefore, the Executive
agrees that, during the Executive’s employment with the Company and for one (1) year
thereafter (collectively the “Noncompete Period”), he shall not, without prior
express written consent of the Board, directly or indirectly (whether for
compensation or otherwise) own or hold any interest in, manage, operate,
control, participate in, consult with, render services for, or in any manner
participate in any business engaged in any of the businesses or services
provided by the Company or its Subsidiaries during the employment with the Company
or the Noncompete Period (a “Competing Company”) or otherwise competing with
the businesses of the Company or its Subsidiaries, either as a general or
limited partner, proprietor, common or preferred shareholder, officer,
director, agent, employee, consultant, trustee, affiliate or otherwise.  The Executive acknowledges that the Company’s
and its affiliates’ businesses are conducted nationally and internationally and
agrees that the provisions in this Section 13 shall operate throughout the
United States and the world.  Nothing
herein shall prohibit the Executive from being a passive owner of not more than
five percent (5%) of the outstanding securities of any publicly traded company
that constitutes a Competing Company, so long as the Executive has no active
participation in the business of such company.


 


14.                                 Non-Solicitation.  During the Executive’s employment with the
Company and for twelve (12) months thereafter (collectively the “Nonsolicit
Period”), the Executive shall not directly or indirectly through another entity
(i) induce or attempt to induce any employee of the Company or any
Subsidiary to leave the employ of the Company or such Subsidiary, or in any way
interfere with the relationship between the Company or any Subsidiary and any
employee thereof, (ii) hire any person who was an employee of the Company
or any Subsidiary at any time during the twenty-four (24) months preceding the
Date of Termination of the Executive, or (iii) induce or attempt to induce
any customer, developer, client, member, supplier, licensee, licensor,
franchisee or other business relation of the Company or any Subsidiary to cease
doing business with the Company or such Subsidiary, or in any way interfere
with the relationship between any such customer, developer, client, member,
supplier, licensee or business relation and the Company or any Subsidiary
(including, without limitation, making any negative statements or
communications about the Company or any Subsidiary).


 


15.                                 Enforcement.  If, at the time of enforcement of any of
Sections 11 through 14 a court shall hold that the duration, scope or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties agree that the maximum duration, scope or area reasonable under
such circumstances shall be substituted for the stated duration, scope or area
and that the court shall be allowed to revise the restrictions contained herein
to cover the maximum period, scope and area permitted by law.  Because the Executive’s services are unique
and because he has access to Confidential Information and Work Product, the
parties hereto acknowledge and agree that money damages would not be an
adequate remedy for any breach of this Agreement.  Therefore, in the event of a breach or
threatened breach of this Agreement, the Company or its successors or assigns
may, in addition to other rights and remedies existing in their favor, apply to
any court of competent jurisdiction for specific performance and/or injunctive
or other relief in order to enforce or prevent any violations of the provisions
hereof (without posting a bond or other security).  In addition, in the event of an alleged
breach or violation by the Executive of any of Sections 11 through 14, the
Noncompete Period and the 


 


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Nonsolicit Period shall
be tolled until such breach or violation has been duly cured.  The Executive agrees that the restrictions
contained in Sections 11 through 14 are reasonable.


 


16.                                 Limitation
on Acceleration of Benefits.


 


(a)                                  Notwithstanding
anything in this Agreement to the contrary, in the event it shall be determined
that any payment or distribution by the Company to or for the Executive’s
benefit (whether pursuant to this Agreement or otherwise, and including
insurance benefits, accelerated vesting, pro-rated bonus or other benefits
payable to the Executive hereunder) (a “Payment”) would be, but for this Section 16,
subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of
the Internal Revenue Code of 1986, as amended (the “Code”) as an “excess
parachute payment” within the meaning of Section 280G of the Code, or the
regulations thereunder, then the aggregate present value of amounts payable or
distributable to or for the Executive’s benefit pursuant to this Agreement
(such payments or distributions the “Agreement Payments”) shall be reduced to
an amount which maximizes the aggregate Agreement Payments without causing any
Payment to be nondeductible by the Company because of Section 280G of the
Code.


 


(b)                                 All
determinations required to be made under this Section 16 shall be made by
the Company’s usual outside auditors (the “Accounting Firm”) which shall
provide detailed supporting calculations both to the Company and the Executive
within 15 business days after the termination of the Executive’s employment for
any reason.  The Company and the
Executive shall furnish to the Accounting Firm such information and documents
as the Accounting Firm may reasonably request in order to make a determination
under this Section 16.  The Company
shall bear all costs the Accounting Firm may reasonably incur in connection
with any calculations contemplated by this Section 16.  Absent manifest error, the determination by
the Accounting Firm shall be binding upon the Company and on the Executive.  After consultation with the Executive, the
Company shall reasonably determine which and how much of the Agreement Payments
shall be eliminated or reduced consistent with the requirements of this Section 16
and shall notify the Executive promptly of its determination.


 


(c)                                  As
a result of the uncertainty in the application of Section 280G of the Code
at the time of the initial determination by the Accounting Firm hereunder, it
is possible that Agreement Payments will have been made by the Company which
should not have been made (an “Overpayment”) or that additional Agreement
Payments which will not have been made by the Company could have been made (an “Underpayment”),
in each case, consistent with the calculations required to be made
hereunder.  In the event a related tax
deficiency is asserted by the Internal Revenue Service against the Company or
the Executive which the Accounting Firm concludes has a high probability of
resolution in favor of the government, then an Overpayment has been made.  Any such Overpayment shall be shall be repaid
by the Executive to the Company to the extent such repayment would reduce the
Executive’s obligation for Excise Taxes or generate a refund of such
taxes.  In the event the Accounting Firm,
based upon controlling precedent or other substantial authority, determines
that an Underpayment has occurred, any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Executive.


 


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17.                                 Successors;
Binding Agreement.


 


(a)                                  Successors.  The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company, by
agreement in form and substance reasonably satisfactory to the Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  As used in
this Agreement, “Company” shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 17 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.


 


(b)                                 Binding
Agreement.  This Agreement and all
rights of the Executive hereunder shall inure to the benefit of and be
enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If the Executive should die while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive’s devisee, legatee, or other designee
or, if there be no such designee, to the Executive’s estate.


 


18.                                 Representations.  The Executive hereby represents and warrants
to the Company that: (a) the execution, delivery and performance of this
Agreement by the Executive and the execution of the Company’s business plan by
the Executive do not and will not conflict with, breach, violate or cause a
default under any agreement, contract or instrument to which the Executive is a
party or any judgment, order or decree to which the Executive is subject, (b) this
Agreement constitutes the legal, valid and binding obligation of the Executive,
enforceable in accordance with its terms, (c) the Executive has not and
will not take any action that will conflict with, violate or cause a breach of
any noncompete, nonsolicitation or confidentiality agreement to which the
Executive is a party or by which the Executive is bound and (d) the
Executive is a resident of the State of Maryland.  The Executive hereby acknowledges and
represents that he has carefully reviewed this Agreement, that he has consulted
with independent legal counsel regarding his rights and obligations under this
Agreement (or, after carefully reviewing this Agreement, was given the
opportunity to, but has freely decided not to, consult with independent legal
counsel), and that he fully understands the terms and conditions contained
herein.


 


19.                                 Notice.  All notices and other communications provided
for herein shall be in writing and shall be deemed to have been duly given,
delivered and received (a) if delivered personally or (b) if sent by
registered or certified mail (return receipt requested) postage prepaid, or by
courier guaranteeing next day delivery, in each case to the party to whom it is
directed at the following addresses (or at such other address for any party as
shall be specified by notice given in accordance with the provisions hereof,
provided that notices of a change of address shall be effective only upon
receipt thereof).  Notices delivered
personally shall be effective on the day so delivered, notices sent by
registered or certified mail shall be effective three (3) days after
mailing, and notices sent by courier guaranteeing next day delivery shall be
effective on the next day after deposit with the courier:


 


	
  If to the
  Executive:

  	
   

  	
  HARRY D. GATANAS

  
	
   

  	
   

  	
  1622 Wyatts
  Ridge

  
	
   

  	
   

  	
  Crownsville, MD
  21032

  
	
   

  	
   

  	
   

  
	
  If to the
  Company:

  	
   

  	
  SI International, Inc.

  
	
   

  	
   

  	
  12012 Sunset Hills Road, Suite 800

  
	
   

  	
   

  	
  Reston, Virginia 20190

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Attention:
  General Counsel

  



 


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20.                                 Prior
Agreement.  All prior agreements
between the Company and the Executive with respect to the employment of the
Executive, with the exception of an indemnification agreement between the
Company and the Executive, if any, are hereby superseded and terminated
effective as of the date hereof and shall be without further force or effect.


 


21.                                 Miscellaneous.  No provisions of this Agreement may be
modified, waived or discharged, unless such waiver, modification or discharge
is agreed to in writing signed by the Executive and a duly authorized officer
of the Company.  No waiver by either
party hereto at any time of any breach by the other hereto of, or compliance with,
any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement.  The use herein of the
masculine, feminine or neuter forms shall also denote the other forms, as in
each case the context may require.  The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the Commonwealth of Virginia, without regard to its
conflict of laws provisions.  All amounts
payable to the Executive as compensation hereunder shall be subject to
customary withholding by the Company.


 


22.                                 Validity.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.


 


23.                                 Survival.  Notwithstanding any termination of the
Executive’s employment under this Agreement, Sections 6 through 24 hereof shall
survive and continue in full force until the performance of the obligations
thereunder, if any, in accordance with their respective terms.


 


24.                                 Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


[Signatures
appear on following page]


 


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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date and year
first above written.


 


	
   

  	
  COMPANY

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SI International, Inc.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  S. Bradford
  Antle

  
	
   

  	
  Title:

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HARRY D. GATANAS

  
								



 


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