Exhibit 4.5


NOTICE OF
RESTRICTED STOCK BONUS AWARD UNDER 


SI INTERNATIONAL, INC. RESTRICTED STOCK BONUS AWARD
AGREEMENT 


This Notice of Restricted Stock
Bonus Award (this “Notice”) sets forth certain specific terms regarding the
grant of Restricted Stock Bonus Award to the undersigned Participant under the
SI International, Inc. 2002 Amended and Restated Omnibus Stock Incentive Plan
(as amended from time to time, the “Plan”) pursuant to the terms and conditions
of the Restricted Stock Bonus Award Agreement (the “Agreement”) by and between
the Company and Participant.  This Notice
of Restricted Stock Bonus Award is an integral part of the Agreement, which,
with the Plan, is incorporated by reference into the Agreement.  Capitalized terms not defined in this Notice
of Restricted Stock Bonus Award shall have the meanings ascribed to such terms
in the Agreement or the Plan.


	
  Name of Participant:
  Participant Name

  	
   

  	
  Date of Grant:

  	
   

  	
  RSA Grant Date

  
	
  Total Number of Shares of Common Stock Awarded (the
  “Shares”):

  	
   

  	
   

  	
   

  	
  Total # of Shares

  



 


Vesting Schedule:  Subject to the Participant’s Continuous
Service and other limitations set forth in this Notice, the Plan and the
Agreement, the Shares will “vest” in accordance with the following schedule:


	
  Number of Shares

  	
   

  	
  Date Shares
  become Vested

  
	
  Incremental
  Shares to be Vested

  	
   

  	
  Date of
  Vesting

  
	
  Incremental
  Shares to be Vested

  	
   

  	
  Date of
  Vesting

  
	
  Incremental
  Shares to be Vested

  	
   

  	
  Date of
  Vesting

  
	
  Incremental
  Shares to be Vested

  	
   

  	
  Date of
  Vesting

  
	
  Incremental
  Shares to be Vested

  	
   

  	
  Date of
  Vesting

  



 


During any authorized leave of absence, the vesting of
the Shares as provided in this schedule shall be suspended after the leave of
absence exceeds a period of three (3) months. 
Vesting of the Shares shall resume upon the Participant’s termination of
the leave of absence and return to service to the Company or an Affiliate.  The Vesting Schedule of the Shares shall be
extended by the length of the leave of absence exceeding the three-month
period.


In the event of the Participant’s change in status
from employee, Director or Consultant of the Company or an Affiliate to any
other status of employee, Director or Consultant of the Company or an
Affiliate, the Shares shall continue to vest in accordance with the Vesting
Schedule set forth above.


For purposes of this Notice and the Agreement, the
term “vest” shall mean, with respect to any Shares, that such Shares are no
longer subject to forfeiture to the Company. 
Shares that have not vested are deemed “Restricted Shares.”  If the Participant would become vested in a
fraction of a Restricted Share, such Restricted Share shall not vest until the
Participant becomes vested in the entire Share. 
Vesting shall cease upon the date of termination of the Participant’s
Continuous Service for any reason, including death or Disability.  In the event the Participant’s Continuous
Service is terminated for any reason, including death or Disability, any
Restricted Shares held by the Participant immediately following such
termination of Continuous Service shall be deemed reconveyed to the Company and
the Company shall thereafter be the legal and beneficial owner of the
Restricted Shares and shall have all rights and interest in or related thereto
without further action by the Participant. 
The foregoing forfeiture provisions set forth in this Notice as to
Restricted Shares shall apply to the new capital stock or other property
(including cash paid as a regular cash dividend) received in exchange for the
Shares in consummation of any transaction described in Section 9 of the Plan
and such stock or property shall be deemed Additional Securities (as defined in
the Agreement) for purposes of the Agreement, but only to the extent the Shares
are at the time covered by such forfeiture provisions. 


In the event of (i) a merger of the Company with or
into another corporation, (ii) the sale of substantially all of the assets of
the Company, or (iii) the acquisition in a single or series of related
transactions by any person or related group of persons (other than the Company
or by a Company-sponsored employee benefit plan) of beneficial ownership
(within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing
more than fifty percent (50%) of the total combined voting power of the
Company’s outstanding securities (each a “Corporate Transaction”), the
Restricted Shares granted pursuant to this Notice shall be assumed or an
equivalent right substituted by the successor corporation or an affiliate of
the successor corporation.  Except as
otherwise provided in any employment agreement between the Participant and the
Company in effect at the time of such Corporate Transaction (or any other
arrangement governing the terms of Participant’s employment or service with the
Company), if the Restricted Shares are assumed or substituted with an
equivalent right, then the Restricted Shares shall automatically become fully
vested and be released from any repurchase or forfeiture rights immediately
upon termination of the Participant’s Continuous Service if such Continuous
Service is terminated by the successor company or the Company without Cause
within twelve (12) months after the Corporate Transaction.  In the event that the successor corporation refuses
to assume or substitute for the Restricted Shares, the Participant shall fully
vest in and have the right to receive all of the Shares covered by the
Restricted Stock Bonus Award, including Shares as to which it would not
otherwise be vested.  If the Restricted
Shares become fully vested in lieu of assumption or substitution in the event
of a Corporate Transaction, the Company shall notify the Participant in writing
or electronically of such vesting.  


BY SIGNING THIS NOTICE OF RESTRICTED STOCK BONUS
AWARD, PARTICIPANT (A) ACKNOWLEDGES READING AND UNDERSTANDING THE AGREEMENT AND
THE PLAN, (B) AGREES TO BE BOUND BY ALL PROVISIONS OF THE AGREEMENT AND (C)
AGREES THAT THIS NOTICE OF RESTRICTED STOCK BONUS AWARD, AS PART OF THE
AGREEMENT, SHALL GOVERN THE TERMS AND CONDITIONS OF THE RESTRICTED SHARES, THE
SHARES AND THE OTHER SUBJECT MATTER OF THE AGREEMENT, SUBJECT TO THE PROVISIONS
OF THE PLAN.  IN THE EVENT OF ANY
CONFLICT BETWEEN THE TERMS OF THIS NOTICE OF RESTRICTED STOCK BONUS AWARD AND
THE AGREEMENT, THE AGREEMENT SHALL CONTROL.


	
  SI INTERNATIONAL, INC.

  	
   

  	
  PARTICIPANT

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name: S. Bradford Antle

  	
   

  	
  Name: Insert Participant's
  Name

  
	
   

  	
   

  	
  Title: President and Chief Executive Officer