without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Additional Payment, the
Executive retains an amount of the Additional Payment equal to the Excise Tax
imposed upon the Payments.
19.
NOTICE.
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR HEREIN
SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN, DELIVERED AND
RECEIVED (A) IF DELIVERED PERSONALLY OR (B) IF SENT BY REGISTERED OR CERTIFIED
MAIL (RETURN RECEIPT REQUESTED) POSTAGE PREPAID,
10
OR BY COURIER GUARANTEEING NEXT DAY DELIVERY, IN EACH CASE TO THE PARTY TO WHOM
IT IS DIRECTED AT THE FOLLOWING ADDRESSES (OR AT SUCH OTHER ADDRESS FOR ANY
PARTY AS SHALL BE SPECIFIED BY NOTICE GIVEN IN ACCORDANCE WITH THE PROVISIONS
HEREOF, PROVIDED THAT NOTICES OF A CHANGE OF ADDRESS SHALL BE EFFECTIVE ONLY
UPON RECEIPT THEREOF).
NOTICES DELIVERED PERSONALLY SHALL BE EFFECTIVE ON THE
DAY SO DELIVERED, NOTICES SENT BY REGISTERED OR CERTIFIED MAIL SHALL BE
EFFECTIVE THREE (3) DAYS AFTER MAILING, AND NOTICES SENT BY COURIER GUARANTEEING
NEXT DAY DELIVERY SHALL BE EFFECTIVE ON THE NEXT DAY AFTER DEPOSIT WITH THE
COURIER:
If to the Executive:
S. Bradford Antle
15270 Riding Club Drive
Haymarket, VA
20169
If to the Company:
SI International, Inc.
12012 Sunset Hills Road, Suite 800
Reston, Virginia 20190-5869
20.
PRIOR AGREEMENT. THE ORIGINAL AGREEMENT IS HEREBY SUPERSEDED AND
TERMINATED EFFECTIVE AS OF THE DATE HEREOF AND SHALL BE WITHOUT FURTHER FORCE OR
EFFECT.
21.
MISCELLANEOUS.
NO PROVISIONS OF THIS AGREEMENT MAY BE MODIFIED,
WAIVED OR DISCHARGED, UNLESS SUCH WAIVER, MODIFICATION OR DISCHARGE IS AGREED TO
IN WRITING SIGNED BY THE EXECUTIVE AND A DULY AUTHORIZED OFFICER OF THE
COMPANY.
NO WAIVER BY EITHER PARTY HERETO AT ANY TIME OF ANY BREACH BY THE
OTHER HERETO OF, OR COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS
AGREEMENT TO BE PERFORMED BY SUCH OTHER PARTY SHALL BE DEEMED A WAIVER OF
SIMILAR OR DISSIMILAR PROVISIONS OR CONDITIONS AT THE SAME OR AT ANY PRIOR OR
SUBSEQUENT TIME.
NO AGREEMENTS OR REPRESENTATIONS, ORAL OR OTHERWISE, EXPRESS
OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER HEREOF HAVE BEEN MADE BY EITHER
PARTY WHICH ARE NOT SET FORTH EXPRESSLY IN THIS AGREEMENT.
THE USE HEREIN OF
THE MASCULINE, FEMININE OR NEUTER FORMS SHALL ALSO DENOTE THE OTHER FORMS, AS IN
EACH CASE THE CONTEXT MAY REQUIRE.
THE VALIDITY, INTERPRETATION, CONSTRUCTION
AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE
COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.
ALL AMOUNTS PAYABLE TO THE EXECUTIVE AS COMPENSATION HEREUNDER SHALL BE SUBJECT
TO CUSTOMARY WITHHOLDING BY THE COMPANY.
THE COMPANY AND THE EXECUTIVE SHALL
REASONABLY COOPERATE WITH RESPECT TO, AND MAY JOINTLY AMEND OR MODIFY THE
AGREEMENT IN ANY MUTUALLY AGREEABLE MANNER TO PROVIDE FOR, THE APPLICATION AND
EFFECTS OF SECTION 409A OF THE CODE AND ANY RELATED REGULATORY OR ADMINISTRATIVE
GUIDANCE ISSUED BY THE INTERNAL REVENUE SERVICE.
22.
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OR