SI INTERNATIONAL, INC. STOCK OPTION AGREEMENT EVIDENCING GRANT OF STOCK OPTIONS UNDER THE SI INTERNATIONAL, INC. 2002 AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLAN

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:

(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.

(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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(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 ind