Exhibit
4.3


NOTICE OF
STOCK OPTION GRANT UNDER 

SI INTERNATIONAL, INC. STOCK OPTION AGREEMENT 


This
Notice of Stock Option Grant (this “Notice”) sets forth certain
specific terms regarding the Option for Shares of Common Stock granted 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 Stock Option Agreement (the “Agreement”)
by and between the Company and Participant. This Notice of Stock Option Grant
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 Stock Option Grant shall
have the meanings ascribed to such terms in the Agreement or the Plan.


	
  Name of Participant: Participant
  Name

  	
   

  	
  Option Grant Date: Option
  Grant Date

  
	
  Number of Shares of Stock Subject to Option: Total # of Shares

  	
   

  	
  Exercise Price per Share: $ Exercise
  Price

  



 


This Option           is
             is not intended to be an “incentive stock
option” within the meaning of Section 422 of the Code.


Subject to the
Participant’s Continuous Service and the other terms and conditions of this
Notice, the Agreement and the Plan, the Option shall vest and become
exercisable in the following increments:


	
  Number of Shares of Stock
  Subject to Option

  	
   

  	
  Date Shares of
  Incentive Stock Subject to Option become Vested Options

  
	
  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 Option as provided in this schedule shall be suspended [after the leave of
absence exceeds a period of three (3) months. 
Vesting of the Option 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 Option shall be
extended by the length of the leave of absence exceeding the three-month
period.


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 Option granted pursuant to this Notice,
shall be assumed or an equivalent option or 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 Option
is assumed or substituted with an equivalent right, then the Participant shall
fully vest in and have the right to exercise the Option as to all of the Shares
covered thereby, including Shares as to which it would not otherwise be vested
or exercisable 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 a Corporate
Transaction.  In the event that the
successor corporation refuses to assume or substitute for the Option, the
Participant shall fully vest in and have the right to exercise the Option as to
all of the Shares covered thereby, including Shares as to which it would not
otherwise be vested or exercisable.  If
an Option becomes fully vested and exercisable in lieu of assumption or substitution
in the event of a Corporate Transaction, the Company shall notify the
Participant in writing or electronically that the Option, shall be fully
exercisable for a period specified in such notice, and the Option shall
terminate upon the expiration of such period. 
For the purposes of this paragraph, the Option shall be considered
assumed if, following the Corporate Transaction, the option or right confers
the right to purchase or receive, for each Share subject to the Option
immediately prior to the Corporate Transaction, the consideration (whether
stock, cash, or other securities or property) received in the Corporate
Transaction by holders of Shares held on the effective date of the Corporate
Transaction (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the Corporate
Transaction is not solely common stock of the successor corporation or its
affiliate, the Company may, with the consent of the successor corporation,
provide for the consideration to be received upon the exercise of the Option
for each Share subject to the Option to be solely common stock of the successor
corporation or its affiliate equal in fair market value to the per share consideration
received by holders of Shares in the Corporate Transaction.


BY SIGNING THIS
NOTICE OF STOCK OPTION GRANT, 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 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.  IN THE EVENT
OF ANY CONFLICT BETWEEN THE TERMS OF THIS NOTICE OF STOCK OPTION GRANT 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