Exhibit 4.3


MAXIMUS, INC.

1997 Equity Incentive Plan


(as amended through March 22, 2006)


Section 1.  Purpose


The purpose of the MAXIMUS, Inc. 1997 Equity Incentive
Plan is to attract and retain key employees and consultants of the Company and
its Affiliates, to provide an incentive for them to achieve long-range
performance goals, and to enable them to participate in the long-term growth of
the Company.


Section 2.  Definitions


“Affiliate” means any business entity that directly,
or indirectly through one or more intermediaries, controls, is controlled by or
is under common control with the Company. 
For purposes hereof, “control” (and with correlative meanings, the terms
“controlled by” and “under common control with”) shall mean the possession of
the power to direct or cause the direction of the management and policies of
the Company, whether through the ownership of voting stock, by contract or
otherwise.  In the case of a corporation “control”
shall mean, among other things, the direct or indirect ownership of more than
fifty percent (50%) of its outstanding voting stock.


“Award” means any Option, Stock Appreciation Right,
Performance Share, Restricted Stock, Stock Unit or Other Stock-Based Award
awarded under the Plan.


“Board” means the Board of Directors of the Company.


“Code” means the Internal Revenue Code of 1986, as
amended from time to time, and any successor to such Code.


“Committee” means a committee of not less than two
members of the Board appointed by the Board to administer the Plan, each of whom
is a “Non-Employee Director” within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934 or any successor provision, as applicable to
the Company at the time (“Rule 16b-3”); provided, however, that
until such committee is appointed, “Committee” means the Board.


“Common Stock” or “Stock” means the common stock of
the Company.


“Company” means MAXIMUS, Inc.


“Designated Beneficiary” means the beneficiary
designated by a Participant, in a manner determined by the Committee, to
receive amounts due or exercise rights of the Participant in the









 



event
of the Participant’s death.  In the
absence of an effective designation by a Participant, “Designated Beneficiary”
shall mean the Participant’s estate.


“Effective Date” means January 31, 1997.


“Fair Market Value” means, with respect to Common
Stock or any other property, the fair market value of such property as
determined by the Committee in good faith or in the manner established by the
Committee from time to time.


“Incentive Stock Option” means an option to purchase
shares of Common Stock awarded to a Participant under Section 6 that is
intended to meet the requirements of Section 422 of the Code or any successor
provision.


“Nonstatutory Stock Option” means an option to
purchase shares of Common Stock awarded to a Participant under Section 6 that
is not intended to be an Incentive Stock Option.


“Option” means an Incentive Stock Option or a
Nonstatutory Stock Option.


“Other Stock-Based Award” means an Award, other than
an Option, Stock Appreciation Right, Performance Share, Restricted Stock or
Stock Unit, having a Common Stock element and awarded to a Participant under
Section 11.


“Participant” means a person selected by the Committee
to receive an Award under the Plan.


“Performance Cycle” or “Cycle” means the period of
time selected by the Committee during which performance is measured for the
purpose of determining the extent to which an award of Performance Shares has
been earned.


“Performance Shares” mean shares of Common Stock,
which may be earned by the achievement of performance goals, awarded to a
Participant under Section 8.


“Reporting Person” means a person subject to Section
16 of the Securities Exchange Act of 1934 or any successor provision.


“Restricted Period” means the period of time during which
an Award may be forfeited to the Company pursuant to the terms and conditions
of such Award.


“Restricted Stock” means shares of Common Stock
subject to forfeiture awarded to a Participant under Section 9.


“Stock Appreciation Right” or “SAR” means a right to
receive any excess in value of shares of Common Stock over the exercise price
awarded to a Participant under Section 7.



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“Stock Unit” means an award of Common Stock or units
that are valued in whole or in part by reference to, or otherwise based on, the
value of Common Stock, awarded to a Participant under Section 10.


Section 3. 
Administration


The Plan shall be administered by the Committee.  The Committee shall have authority to adopt,
alter and repeal such administrative rules, guidelines and practices governing
the operation of the Plan as it shall from time to time consider advisable, and
to interpret the provisions of the Plan. 
The Committee’s decisions shall be final and binding.  To the extent permitted by applicable law,
the Committee may delegate to one or more executive officers of the Company the
power to make Awards to Participants who are not Reporting Persons and all
determinations under the Plan with respect thereto, provided that the Committee
shall fix the maximum amount of such Awards for all such Participants and a
maximum for any one Participant.


Section 4.  Eligibility


All employees and, in the case of Awards other than
Incentive Stock Options, outside directors and consultants of the Company or
any Affiliate, capable of contributing significantly to the successful
performance of the Company are eligible to be Participants in the Plan.  Incentive Stock Options may be awarded only
to persons eligible to receive such Options under the Code.


Section 5.  Stock Available for Awards


(a)  Subject to adjustment under subsection (b),
Awards may be made under the Plan for up to 8,000,000 shares of Common
Stock.  If any Award in respect of shares
of Common Stock expires or is terminated unexercised or is forfeited without
the Participant having had the benefits of ownership (other than voting
rights), the shares subject to such Award, to the extent of such expiration,
termination or forfeiture, shall again be available for award under the
Plan.  Common Stock issued through the
assumption or substitution of outstanding grants from an acquired company shall
not reduce the shares available for Awards under the Plan.  Shares issued under the Plan may consist in
whole or in part of authorized but unissued shares or treasury shares.


(b)  If the Committee determines that any stock
dividend, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to purchase
Common Stock at a price substantially below fair market value, or other similar
transaction affects the Common Stock such that an adjustment is required in
order to preserve the benefits or potential benefits intended to be made
available under the Plan, then the Committee (subject, in the case of Incentive
Stock Options, to any limitation required under the Code) shall equitably
adjust any or all of (i) the number and kind of shares in respect of which
Awards may be made under the Plan, (ii) the number and kind of shares subject
to outstanding Awards, and (iii) the award, exercise or conversion price with
respect to any of the foregoing, and if considered



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appropriate,
the Committee may make provision for a cash payment with respect to an
outstanding Award, provided that the number of shares subject to any Award
shall always be a whole number.  However,
except in the case of a recapitalization of the Company, the exercise price of
any Option granted under the Plan may only be adjusted with the approval of the
shareholders of the Company at an annual or special meeting thereof.


Section 6.  Stock Options


(a)  Subject to the provisions of the Plan, the
Committee may award Incentive Stock Options and Nonstatutory Stock Options and
determine the number of shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
Option.  The terms and conditions of
Incentive Stock Options shall be subject to and comply with Section 422 of the
Code or any successor provision and any regulations thereunder, and no
Incentive Stock Option may be granted hereunder more than ten years after the
Effective Date.


(b)  The Committee shall establish the option price
at the time each Option is awarded, which price shall not be less than 100% of
the Fair Market Value of the Common Stock on the date of award with respect to
Incentive Stock Options and Nonstatutory Stock Options.


(c)  Each Option shall be exercisable at such times
and subject to such terms and conditions as the Committee may specify in the
applicable Award or thereafter.  However,
no Nonstatutory Stock Option shall be granted which is exercisable, in whole or
in part, more than ten years from the date of grant of such Nonstatutory Stock
Option.  The Committee may impose such
conditions with respect to the exercise of Options, including conditions
relating to applicable federal or state securities laws, as it considers
necessary or advisable.


(d)  No shares shall be delivered pursuant to any
exercise of an Option until payment in full of the option price therefor is
received by the Company.  Such payment
may be made in whole or in part in cash or, to the extent permitted by the
Committee at or after the award of the Option, by delivery of a note or shares
of Common Stock owned by the optionee, including Restricted Stock, or by
retaining shares otherwise issuable pursuant to the Option, in each case valued
at their Fair Market Value on the date of delivery or retention, or such other
lawful consideration as the Committee may determine.


(e)  The Committee may provide that, subject to
such conditions as it considers appropriate, upon the delivery or retention of
shares to the Company in payment of an Option, the Participant automatically be
awarded an Option for up to the number of shares so delivered.


Section 7.  Stock Appreciation Rights


(a)  Subject to the provisions of the Plan, the
Committee may award SARs in tandem with an Option (at or after the award of the
Option), or alone and unrelated to an Option. 
SARs in tandem with an Option shall terminate to the extent that the
related Option is exercised, and the related Option shall terminate to the
extent that the tandem SARs are exercised. 
SARs granted in tandem with Options shall have an exercise price not
less than the exercise price of the



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related
Option.  SARs granted alone and unrelated
to an Option may be granted at such exercise
prices as the Committee may determine.


(b)  An SAR related to an Option, which SAR can
only be exercised upon or during limited periods following a change in control
of the Company, may entitle the Participant to receive an amount based upon the
highest price paid or offered for Common Stock in any transaction relating to
the change in control or paid during the thirty-day period immediately
preceding the occurrence of the change in control in any transaction reported
in the stock market in which the Common Stock is normally traded.


Section 8.  Performance Shares


(a)  Subject to the provisions of the Plan, the
Committee may award Performance Shares and determine the number of such shares
for each Performance Cycle and the duration of each Performance Cycle.  There may be more than one Performance Cycle
in existence at any one time, and the duration of Performance Cycles may differ
from each other.  The payment value of
Performance Shares shall be equal to the Fair Market Value of the Common Stock
on the date the Performance Shares are earned or, in the discretion of the
Committee, on the date the Committee determines that the Performance Shares
have been earned.


(b)  The committee shall establish performance
goals for each Cycle, for the purpose of determining the extent to which
Performance Shares awarded for such Cycle are earned, on the basis of such
criteria and to accomplish such objectives as the Committee may from time to
time select.  During any Cycle, the
Committee may adjust the performance goals for such Cycle as it deems equitable
in recognition of unusual or non-recurring events affecting the Company,
changes in applicable tax laws or accounting principles, or such other factors
as the Committee may determine.


(c)  As soon as practicable after the end of a
Performance Cycle, the Committee shall determine the number of Performance
Shares that have been earned on the basis of performance in relation to the
established performance goals.  The
payment values of earned Performance Shares shall be distributed to the
Participant or, if the Participant has died, to the Participant’s Designated
Beneficiary, as soon as practicable thereafter. 
The Committee shall determine, at or after the time of award, whether
payment values will be settled in whole or in part in cash or other property,
including Common Stock or Awards.


Section 9.  Restricted Stock


(a)  Subject to the provisions of the Plan, the
Committee may award shares of Restricted Stock and determine the duration of
the Restricted Period during which, and the conditions under which, the shares
may be forfeited to the Company and the other terms and conditions of such
Awards.  Shares of Restricted Stock may
be issued for no cash consideration or such minimum consideration as may be
required by applicable law.


(b)  Shares of Restricted Stock may not be sold,
assigned, transferred, pledged or otherwise encumbered, except as permitted by
the Committee, during the Restricted Period. 



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Shares
of Restricted Stock shall be evidenced in such manner as the Committee may
determine.  Any certificates issued in
respect of shares of Restricted Stock shall be registered in the name of the
Participant and unless otherwise determined by the Committee, deposited by the
Participant, together with a stock power endorsed in blank, with the
Company.  At the expiration of the
Restricted Period, the Company shall deliver such certificates to the
Participant or if the Participant has died, to the Participant’s Designated
Beneficiary.


Section 10.  Stock Units


(a)  Subject to the provisions of the Plan, the
Committee may award Stock Units subject to such terms, restrictions,
conditions, performance criteria, vesting requirements and payment rules as the
Committee shall determine.


(b)  Shares of Common Stock awarded in connection
with a Stock Unit Award shall be issued for no cash consideration or such
minimum consideration as may be required by applicable law.


Section 11. 
Other Stock-Based Awards


(a)  Subject to the provisions of the Plan, the
Committee may make other awards of Common Stock and other awards that are
valued in whole or in part by reference to, or are otherwise based on, Common
Stock, including without limitation convertible preferred stock, convertible
debentures, exchangeable securities and Common Stock awards or options.  Other Stock-Based Awards may be granted
either alone or in tandem with other Awards granted under the Plan and/or cash
awards made outside of the Plan.


(b)  The Committee may establish performance goals,
which may be based on performance goals related to book value, subsidiary
performance or such other criteria as the Committee may determine, Restricted
Periods, Performance Cycles, conversion prices, maturities and security, if
any, for any Other Stock-Based Award. 
Other Stock-Based Awards may be sold to Participants at the face value
thereof or any discount therefrom or awarded for no consideration or such
minimum consideration as may be required by applicable law.


Section 12.  General Provisions Applicable to Awards


(a)  Limitations on Transferability.  Options shall not be transferable by the
recipient other than by will or the laws of descent and distribution and are
exercisable during such person’s lifetime only by such person or by such person’s
guardian or legal representative; provided that the Committee may in its
discretion waive such restriction in any case.


(b)  Documentation.  Each Award under the Plan shall be evidenced
by a writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and
regulatory laws and accounting principles.



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(c)  Committee Discretion.  Each type of Award may be made alone, in
addition to or in relation to any other type of Award.  The terms of each type of Award need not be
identical, and the Committee need not treat Participants uniformly.  Except as otherwise provided by the Plan or a
particular Award, any determination with respect to an Award may be made by the
Committee at the time of award or at any time thereafter.


(d)  Settlement.  The Committee shall determine whether Awards
are settled in whole or in part in cash, Common Stock, other securities of the
Company, Awards or other property. The Committee may permit a Participant to
defer all or any portion of a payment under the Plan, including the crediting
of interest on deferred amounts denominated in cash and dividend equivalents on
amounts denominated in Common Stock.


(e)  Dividends and Cash Awards.  In the discretion of the Committee, any Award
under the Plan may provide the Participant with (i) dividends or dividend
equivalents payable currently or deferred with or without interest, and (ii)
cash payments in lieu of or in addition to an Award.


(f)   Termination of Employment.  The Committee shall determine the effect on
an Award of the disability, death, retirement or other termination of
employment of a Participant and the extent to which, and the period during
which, the Participant’s legal representative, guardian or Designated
Beneficiary may receive payment of an Award or exercise rights thereunder.


(g)  Change in Control.  In order to preserve a Participant’s rights
under an Award in the event of a change in control of the Company, the
Committee in its discretion may, at the time an Award is made or at any time
thereafter, take one or more of the following actions: (i) provide for the
acceleration of any time period relating to the exercise or realization of the
Award, (ii) provide for the purchase of the Award upon the Participant’s
request for an amount of cash or other property that could have been received
upon the exercise or realization of the Award had the Award been currently
exercisable or payable, (iii) adjust the terms of the Award in a manner
determined by the Committee to reflect the change in control, (iv) cause the
Award to be assumed, or new rights substituted therefor, by another entity, or
(v) make such other provision as the Committee may consider equitable and in
the best interests of the Company.


(h)  Loans.  The Committee may authorize the making of
loans or cash payments to Participants in connection with any Award under the
Plan, which loans may be secured by any security, including Common Stock,
underlying or related to such Award (provided that such Loan shall not exceed
the Fair Market Value of the security subject to such Award), and which may be
forgiven upon such terms and conditions as the Committee may establish at the
time of such loan or at any time thereafter.


(i)   Withholding Taxes.  The Participant shall pay to the Company, or
make provision satisfactory to the Committee for payment of, any taxes required
by law to be withheld in respect of Options under the Plan no later than the
date of the event creating the tax liability. 
The Company and its Affiliates may, to the extent permitted by law, deduct
any such tax obligations from any payment of any kind otherwise due to the
Participant.  In the Committee’s
discretion,



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the
Participant may pay any taxes due with respect to an Option in whole or in part
in shares of Common Stock, including shares retained from the Option creating
the tax obligation, valued at their Fair Market Value on the date of retention
or delivery.


(j)   Foreign Nationals.  Awards may be made to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified in the Plan as the Committee
considers necessary or advisable to achieve the purposes of the Plan or to
comply with applicable laws.


(k)  Amendment of Award.  The Committee may amend, modify or terminate
any outstanding Award, including substituting therefor another Award of the
same or a different type, changing the date of exercise or realization and
converting an Incentive Stock Option to a Nonstatutory Stock Option, provided
that the Participant’s consent to such action shall be required unless the
Committee determines that the action, taking into account any related action,
would not materially and adversely affect the Participant.  Notwithstanding
the foregoing, except in the case of a recapitalization of the Company, the
Committee shall obtain shareholder approval to: (i) amend the terms of any
outstanding options under the Plan to provide an option exercise price per
share which is lower than the then-current exercise price per share of such
outstanding options or (ii) cancel any outstanding options under the Plan and
grant in substitution therefor new options under the Plan covering the same or
different numbers of shares of Common Stock and having an option exercise price
per share lower than the exercise price per share of the cancelled options.


Section 13.  Miscellaneous


(a)  Limitation on Number of Shares
Granted.  Notwithstanding any
other provision of the Plan, the aggregate number of shares of Common Stock
subject to Options and SARs that may be granted within any fiscal year to any
one Eligible Person under the Plan shall not exceed that number of shares equal
to 20% of the total number of shares reserved for issuance under the Plan,
except for grants to new hires during the fiscal year of hiring which shall not
exceed that number of shares equal to 30% of the total number of shares
reserved for issuance under the Plan.


(b)  No Right To Employment.  No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to continued employment. 
The Company expressly reserves the right at any time to dismiss a
Participant free from any liability or claim under the Plan, except as expressly
provided in the applicable Award.


(c)  No Rights As Stockholder.  Subject to the provisions of the applicable
Award, no Participant or Designated Beneficiary shall have any rights as a
stockholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she becomes the holder thereof.  A Participant to whom Common Stock is awarded
shall be considered the holder of the Stock at the time of the Award except as
otherwise provided in the applicable Award.



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(d)  Effective Date.  Subject to the approval of the stockholders
of the Company, the Plan shall be effective on the Effective Date.  Before such approval, Awards may be made
under the Plan expressly subject to such approval.


(e)  Amendment of Plan.  The Board may amend, suspend or terminate the
Plan or any portion thereof at any time, subject to any stockholder approval
that the Board determines to be necessary or advisable.


(f)   Governing Law.  The provisions of the Plan shall be governed
by and interpreted in accordance with the laws of the Commonwealth of Virginia.



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