Exhibit
4.2


SI INTERNATIONAL, INC.


STOCK OPTION AGREEMENT


EVIDENCING GRANT OF STOCK OPTIONS


UNDER THE SI INTERNATIONAL, INC. 


2002
AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLAN


THIS STOCK OPTION AGREEMENT
(this “Agreement”) is made as of the Option Grant Date set forth on the
Initial Notice of Stock Option Grant hereto by and between (i) SI
International, Inc., a Delaware corporation (the “Company”) and (ii) the
undersigned Participant, an employee, Director or Consultant of the Company or
an Affiliate as named on the Notice of Stock Option Grant hereto. Certain
capitalized terms used herein are defined in Section 6 hereof.  Capitalized terms used but not defined herein
shall have the meaning ascribed to such terms in the SI International, Inc.
2002 Amended and Restated Omnibus Stock Incentive Plan (as amended from time to
time according to its terms, the “Plan”).


NOW, THEREFORE, in consideration
of the mutual promises made herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:


1.             Grant
of Stock Options.


(a)           Number of Options; Exercise Price.
The Company hereby grants to Participant the right to purchase, during the
period specified in Section 3 hereof, the number of shares of Common
Stock (such shares of stock hereinafter referred to as the “Shares”) set
forth on the Initial Notice of Stock Option Grant and any additional Notice of
Stock Option Grant executed by the parties subsequent to the effective date of
this Agreement (the “Options”). Each Option gives the Participant the
right, subject to the terms and conditions of the Plan and this Agreement
(unless the Notice of Stock Option Grant specifies that a different Stock
Option Agreement is applicable to the Option), to purchase shares of Common
Stock at an exercise price per share as set forth on each respective Notice of
Stock Option Grant.


(b)           Nature
of Options.  If so designated on the
respective Notice of Stock Option Grant, the Options are intended to be
“incentive stock options” within the meaning of Section 422 of the Code or any
successor provision.


(c)           Participant
Bound by Plan.  A copy of the Plan
has been provided to Participant, and Participant has completely and carefully
reviewed this Agreement and the Plan.  As
an inducement to the Company to issue the Options to Participant, and as a
condition thereto, Participant agrees to be bound by all of the terms of the
Plan and this Agreement with respect to the Options and all Option Shares and
the other terms, conditions, and agreements set forth in this Agreement and in
the Plan.  The Plan is by this reference
incorporated herein and made a part hereof.


(d)           Binding
Agreement; Noncontravention.  As an
inducement to the Company to enter into this Agreement, issue the Options to
Participant, and issue the Common Stock upon exercise thereof, and as a
condition thereto, Participant represents and warrants to the Company that this
Agreement constitutes the legal, valid and binding obligation of Participant,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement by Participant do not and shall not conflict
with, violate or cause a breach of any agreement, contract or instrument to which
Participant is a party or any judgment, order or decree to which Participant is
subject.









 



(e)           Retention
of Company’s Rights.  As a further
inducement to the Company to enter into this Agreement, issue the Options to
Participant, and issue the Common Stock upon exercise thereof, and as a
condition thereto, Participant acknowledges and agrees that no agreement or
arrangement between the Participant and the Company or any Affiliate
(including, without limitation, the grant of Options to Participant, the issuance
of Option Shares upon exercise thereof, and the execution and delivery of this
Agreement) shall (i) entitle Participant to remain in Continuous Service with
the Company or any Affiliate for any period of time, (ii) confer upon
Participant the right to be selected again at any time in the future as a Plan
participant, or (iii) provide for any adjustment to the number of Option Shares
subject to the Options upon the occurrence of subsequent events except as
provided in the Plan.


2.             Vesting
of Options.  Options granted hereunder may be exercised
only to the extent they have become vested in accordance with the relevant
Notice of Stock Option Grant, the terms hereof, and the plan.  notwithstanding the foregoing, and except as
otherwise provided herein or the plan, all vesting shall cease and no Unvested
Options (as defined below) shall vest after the date on which Participant
terminates Continuous Service for any reason. 
Options which have vested and become exercisable pursuant to the terms
of this Agreement are referred to herein as “Vested Options,” and all
other Options are referred to herein as “Unvested Options.”


3.             Term
and Expiration of Options. Subject to earlier expiration or termination as provided herein or in the
Plan, all of the Options shall expire and no longer be exercisable at the close
of business on the day immediately preceding the tenth anniversary of the
Option Grant Date.


4.             Exercise
of Options. Options may be exercised in accordance with
the terms of the Plan and only to the extent they are outstanding, have become
Vested Options in accordance with Section 2, and have not yet expired in
accordance with Section 3.


5.             Restrictions
on Transfer of Options and Option Shares.


(a)           Retention
of Options.  Participant shall not
sell, transfer, assign, pledge, hypothecate, or otherwise dispose of (whether
with or without consideration and whether voluntarily or involuntarily or by
operation of law) any interest in any Options (a “Transfer” of Options). Any
Transfer of Options shall cause such Options to be void ab initio. Options may be exercised only
by Participant (or by Participant’s legal guardian or legal representative).


(b)           Transfers
in Violation of Agreement.  Any
transfer or attempted transfer of any Option Shares in violation of any provision
of this Agreement shall be void, and the Company shall not record any such
purported transfer on its books or treat any purported transferee of such
Option Shares as the owner thereof for any purpose.



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6.             Definitions.


(a)           “Initial Notice of Stock Option
Grant” means the Notice of Stock Option Grant hereto that specifies the
terms of the Option for Shares of Common Stock granted to Participant at the
time this Agreement is executed by the parties.


(b)           “Notice of Stock Option Grant”
shall mean the Initial Notice of Stock Option Grant to this Agreement and any
subsequent Notices of Stock Option Grant executed by the Company and
Participant which detail the specific terms of an Option granted to Participant
under the Plan.


(c)           “Option Grant
Date” shall mean the date Shares of Common Stock are granted to Participant
as specified in each Notice of Stock Option Grant.


(d)           “Option Shares” means (i) all shares
of Common Stock issued or issuable upon exercise of Options and (ii) any other
securities issued directly or indirectly with respect to the securities
referred to in clause (i) above by way of a stock split, stock dividend or
other division of securities, or in connection with a combination of
securities, recapitalization, merger, consolidation, or other reorganization,
or upon conversion, exchange, or exercise of any of the foregoing securities.


7.             Nonsolicitation.
 As an inducement to the Company to
enter into this Agreement, to issue the Option(s) to Participant, and issue the
Common Stock upon vesting thereof, and as a condition for Participant retaining
the right to receive the option(s) under the terms hereof, Participant
covenants and agrees as follows


(a)           Non-Solicitation and Non-Hiring of
Participants.  For the term of
Participant’s employment and for a period of twelve (12) months following the
termination of Participant’s employment with the Company or any Affiliate for
any reason, Participant shall not, directly or indirectly, on Participant’s own
behalf or the behalf of another person or entity: (i) induce or attempt to
induce any person employed by the Company or any Affiliate to leave their
employment with the Company or any Affiliate; (ii) hire or employ, or attempt
to hire or employ, any person employed by the Company or any Affiliate; or
(iii) assist any other person or entity in the hiring of any person employed by
the Company or any Affiliate.


(b)           Non-Competition With Customers and
Prospective Customers.  Participant
agrees that, for the term of Participant’s employment and for a period of twelve
(12) months following the termination of Participant’s employment with the
Company or any Affiliate for any reason, Participant shall not, directly or
indirectly, engage or attempt to engage in providing services to any Customer
or Prospective Customer where such services or products are competitive with
the services offered by the Company or any Affiliate to the Customer.  This restriction shall apply only within 50
miles of any location where SI provides services to the Customer.  For purposes of this Agreement, “Customer”
shall mean any division, department, operating unit, group, or other
appropriate sub-entity of a government agency to whom Participant, or persons
directly or indirectly under Participant’s supervision, provided services
(whether as a prime contractor or as a subcontractor to another company) while
Participant was employed with the Company or any Affiliate or with whom
Participant interacted on behalf of the Company or any Affiliate at any time
during Participant’s employment with Company or any Affiliate.  “Prospective Customer” shall mean any
division, department, operating unit, group, or other appropriate sub-entity of
a government agency to whom the Participant, at any time during the six 



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month period preceding the termination of Participant’s
employment, was involved in soliciting or making a proposal, on behalf of the
Company or any Affiliate, for the provision of services.


(c)           Non-Interference With Customers or
Prospective Customers. Participant further agrees that, for the term of
Participant’s employment and for a period of twelve (12) months following the
termination of Participant’s employment with the Company or any Affiliate for
any reason, the Participant shall not undertake to purposefully interfere with
the relationship of the Company or any Affiliate with any Customer or
Prospective Customer.  This means that
Participant shall refrain: (i) from making disparaging comments about the
Company or any Affiliate, or their respective management or employees to any
Customer or Prospective Customer; (ii) from attempting to persuade any
Customer or Prospective Customer to cease doing business with the Company or
any Affiliate; or (iii) from soliciting any Customer or Prospective
Customer for the purpose of providing services competitive with the business of
the Company or any Affiliate; or (iv) from assisting any person or entity
in doing any of the foregoing.


(d)           Severability and
Modification.  Each of the covenants
above is separate and independent, and in the event that one or more of the
provisions herein shall be held to be invalid or unenforceable, the parties
expressly agree and authorize the court to modify the agreement so as to render
such agreement or provision thereof valid enforceable or to sever the
unenforceable provision and enforce the remaining the provisions.


8.             Miscellaneous
Provisions.


(a)           Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall
not affect any other provision or any other jurisdiction, but this Agreement
shall be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.


(b)           Complete
Agreement.  This Agreement, each
Notice of Stock Option Grant hereto and the Plan embody the complete agreement
and understanding among the parties and supersede and preempt any prior
understandings, agreements or representations by or among the parties, written
or oral, which may have related to the subject matter hereof in any way.


(c)           Counterparts.  This Agreement may be executed in separate
counterparts, none of which need contain the signature of more than one party
hereto but each of which shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.


(d)           Successors
and Assigns.  Except as otherwise
provided herein, this Agreement shall bind the parties hereto and their
respective successors and assigns and shall inure to the benefit of and be
enforceable by the parties hereto and their respective successors and assigns
whether so expressed or not.


(e)           Choice
of Law.  All questions concerning the
construction, validity, enforcement and interpretation of this Agreement and
the exhibits hereto shall be governed by the internal law, and not the law of
conflicts, of the State of Delaware.



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(f)            Equitable
Remedies.  Each of the parties to
this Agreement agree and acknowledge that money damages would not be an
adequate remedy if Participant or any other holder of Option Shares were to
breach any of the provisions of Sections  5 or 7 hereof,
and that the Company may in its sole discretion apply to any court of law or
equity of competent jurisdiction (without posting any bond or deposit) for
specific performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of Sections  5 or 7
of this Agreement


(g)           Amendment,
Modification and Cancellation of Outstanding Options.  The Board may amend, modify or cancel any
Option in any manner to the extent that the Board would have had the authority
under the Plan initially to grant such Option; provided that no such
amendment or modification shall impair the rights of Participant under this
Agreement without the consent of the Participant; provided, further,
that an amendment or modification that may cause an Incentive Stock Option to
become a Nonqualified Stock Option shall not be treated as adversely affecting
the rights of Participant under this Agreement.


(h)           Business
Days.  If any time period for giving
notice or taking action hereunder expires on a day which is a Saturday, Sunday
or legal holiday in the State of Delaware, the time period shall be
automatically extended to the business day immediately following such Saturday,
Sunday or holiday.


(i)            Descriptive
Headings; Interpretation; No Strict Construction.  The descrip­tive headings of this Agreement
are inserted for convenience only and do not constitute a substantive part of
this Agreement.  Whenever required by the
context, any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular forms of nouns, pronouns,
and verbs shall include the plural and vice versa.  Reference to any agreement, document, or
instrument means such agreement, document, or instrument as amended or
otherwise modified from time to time in accordance with the terms thereof, and
if applicable hereof.  The use of the
words “include” or “including” in this Agreement shall be by way of example
rather than by limitation.  In the event
an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.


[Signatures Appear on the Following Page.]



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IN
WITNESS WHEREOF, the parties hereto have executed this Stock Option Agreement
and the Initial Notice of Stock Option Grant on the Option Grant Date set forth
on the Initial Notice of Stock Option Grant.


BY PARTICIPANT’S
SIGNATURE BELOW, PARTICIPANT (A) ACKNOWLEDGES RECEIPT OF ELECTRONIC
COPIES, OR THAT PARTICIPANT IS ALREADY IN POSSESSION OF PAPER COPIES OF THE
AGREEMENT, THE PLAN, AND THE PLAN SUMMARY AND PROSPECTUS (COLLECTIVELY, THE “PLAN
DOCUMENTS”), (B) REPRESENTS THAT THE PARTICIPANT HAS ACCESS TO THE INTERNET
GENERALLY AND FOR THE PURPOSE OF RECEIVING ALL OR ANY PORTION OF THE PLAN
DOCUMENTS AND NOTICE(S) OF STOCK OPTION GRANT, (C)  ACKNOWLEDGES READING AND IS FAMILIAR WITH THE
TERMS AND CONDITIONS OF THE PLAN DOCUMENTS, (D) AGREES TO BE BOUND BY ALL
PROVISIONS OF THE PLAN DOCUMENTS, (E) AGREES AND UNDERSTANDS THAT THE
INITIAL NOTICE OF STOCK OPTION GRANT AND ANY SUBSEQUENT NOTICES OF STOCK OPTION
GRANT, AS PART OF THE AGREEMENT, SHALL GOVERN THE TERMS AND CONDITIONS OF THE
OPTION, THE SHARES AND THE OTHER SUBJECT MATTER OF THE AGREEMENT, SUBJECT TO
THE PROVISIONS OF THE PLAN, AND (F) CONSENTS TO ACCESS THE PLAN DOCUMENTS AND
ANY NOTICE(S) OF STOCK OPTION GRANT ELECTRONICALLY THROUGH THE COMPANY OR THE
COMPANY’S STOCK INCENTIVE PLAN REPRESENTATIVE VIA INTERNET ACCESS OR SUCH OTHER
ACCESS AS IS PROVIDED BY NOTIFICATION FROM TIME TO TIME.  IN THE EVENT OF ANY CONFLICT BETWEEN THE
TERMS OF THE INITIAL NOTICE OF STOCK OPTION GRANT OR ANY SUBSEQUENT NOTICES OF
STOCK OPTION GRANT AND THE AGREEMENT, THE AGREEMENT SHALL CONTROL.


Participant may receive, without charge, upon written
or oral request, paper copies of any or all of the Option Documents by
requesting them from the Company’s Stock Incentive Plan Administrator, 12012
Sunset Hills Road, Suite 800, Reston, VA 20190. 
Telephone: (703) 234-7000.


	
  

  	
   

  	
  SI INTERNATIONAL, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name: S. Bradford Antle

  	
   

  
	
   

  	
   

  	
   

  	
  Title: President and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PARTICIPANT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
          

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Insert Participant’s
  Name

  	
   

  
	
   

  	
   

  	
   

  	
  Employee No. Insert ID or SSN

  	
   

  



 



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