Exhibit 10.1


 


December     ,
2005


 


SI
INTERNATIONAL, INC.


NOTICE
OF STOCK OPTION ACCELERATION OF VESTING


 


To:                              


 


SI INTERNATIONAL, INC. (the “Company”)
is pleased to announce that we will accelerate the vesting of certain
outstanding stock options granted to you pursuant to the Company’s stock option
plans and stock incentive plans (collectively, the “Plans”).  Effective as of December 7, 2005, your
outstanding stock options granted pursuant to the Plans, as set forth on Attachment
1, will become fully vested and exercisable (the “Accelerated Stock
Options”).  In order to receive this
acceleration of vesting, you must be an employee, director or consultant of the
Company on December 7, 2005.


 


Except for the acceleration of vesting, your
Accelerated Stock Options will be governed by their original terms and
conditions.  The acceleration of vesting
with respect to your eligible stock options is not a taxable event.  However, the acceleration of vesting may
cause the conversion of incentive stock options to non-qualified stock options
as described in the attached Attachment 2.


 


The acceleration of vesting
with respect to your eligible options will occur automatically and no action is
required on your part.  You will not
receive any additional documentation in connection with this acceleration of
vesting of your eligible stock options and therefore we recommend that you
retain this Notice for your records.


 


Questions relating to this
Notice should be directed to:


 


SI International, Inc.

12012 Sunset Hills Road

Reston, VA 20190-5869

Attention:  Sheril Waldron

Phone:  (703) 234-7027

E-mail:  Sheril.Waldron@si-intl.com


 


We appreciate your continued
efforts on behalf of the Company.


 


	
   

  	
  SI INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: S. Bradford Antle

  
	
   

  	
   

  	
  Title: President and Chief
  Executive Officer

  



 


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Attachment 1


 


Schedule of
Accelerated Stock Options


 


	
  Award

  Number

  	
   

  	
  Date of
  Award

  	
   

  	
  Total
  Number of

  Shares

  	
   

  	
  Per Share
  Exercise

  Price

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
     /   /   

  	
   

  	
   

  	
   

  	
  $

  	
   

  	
   

  
									



 


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Attachment 2


 


Possible Conversion of Incentive Stock Options to
Non-Qualified Stock Options


 


An
option will qualify as an Incentive Stock Option under the Internal Revenue
Code (the “Code”) only to the extent the $100,000 dollar limitation of Section 422(d) of
the Code is not exceeded.  The $100,000
limitation of Section 422(d) of the Code is calculated based on the
aggregate fair market value of the shares subject to all of your options
designated as Incentive Stock Options (if any) which become exercisable for the
first time during any calendar year (under all plans of the Company).  For purposes of the $100,000 dollar
limitation, Incentive Stock Options are taken into account in the order in
which they were granted, and the fair market value of the shares is determined
based on the exercise price of the relevant option.


 


Any
Incentive Stock Option accelerated in connection with this Notice will remain
exercisable as an Incentive Stock Option under the Code only to the extent the
$100,000 dollar limitation of Section 422(d) of the Code is not
exceeded.  To the extent $100,000 dollar
limitation is exceeded, the excess options shall be treated as non-qualified
stock options.


 


As a result of the
acceleration of vesting of your eligible Incentive Stock Options, any of your
other Incentive Stock Options (not accelerated pursuant to this Notice) that
vest in 2005 after December 7, 2005 may be treated as non-qualified stock
options since you may have previously exceeded the $100,000 dollar limitation
for 2005.


 


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