DEPOSIT WITH THE COURIER:
If to the Executive:
PAUL R. BRUBAKER
9602 Judge Court
Vienna, Virginia 22181
If to the Company:
SI International, Inc.
12012 Sunset Hills Road, Suite 800
Reston, Virginia 20190
Attention: General Counsel
20.
PRIOR AGREEMENT.
ALL PRIOR AGREEMENTS BETWEEN THE COMPANY AND THE
EXECUTIVE WITH RESPECT TO THE EMPLOYMENT OF THE EXECUTIVE, WITH THE EXCEPTION OF
AN INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY AND THE EXECUTIVE, IF ANY, ARE
HEREBY SUPERSEDED AND TERMINATED EFFECTIVE AS OF THE DATE HEREOF AND SHALL BE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.
22.
VALIDITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OR
PROVISIONS OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF
ANY OTHER PROVISION OF THIS AGREEMENT, WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT.
23.
Survival.
Notwithstanding any termination of the Executive's
employment under this Agreement, Sections 6 through 24 hereof shall survive and
continue in full force until the performance of the obligations thereunder, if
any, in accordance with their respective terms.
24.
Counterparts.
This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
[Signatures appear on following page]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
COMPANY
SI International, Inc.,
a Delaware corporation
By:
/s/ RAY J. OLESON
Name:
Ray J. Oleson
Title:
Chairman and Chief Executive Officer
EXECUTIVE
/s/ PAUL R. BRUBAKER
PAUL R. BRUBAKER
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