CACI INTERNATIONAL INC 2006 STOCK INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT

Exhibit 10.2

CACI INTERNATIONAL INC 2006 STOCK INCENTIVE PLAN

RESTRICTED STOCK GRANT AGREEMENT

This Restricted Stock Grant Agreement (the “Agreement”) is entered into by and between CACI International Inc, a Delaware corporation, (“CACI” or the “Company”) and                      (the “Grantee”) effective as of                      (the “Grant Date”).

Recitals

WHEREAS, Section 7 of the CACI International Inc 2006 Stock Incentive Plan (the “Plan”) permits the Committee to make awards of Restricted Stock to key employees of the Company or any Subsidiary or Affiliate.

WHEREAS, the Grantee has been determined to be a key employee who is entitled to an Award under the Plan; and

WHEREAS, on                      (the “Grant Date”), the Committee awarded the Grantee                      Shares of Restricted Stock in order to provide that the Grantee with a proprietary interest in the Company and to provide the Grantee with an incentive to remain in the employ of the Company or an Affiliate or Subsidiary.

NOW, THEREFORE, the Company and the Grantee mutually covenant and agree as follows:

Under this Agreement, except where the context otherwise indicates, the following definitions apply:

(a) “ Agreement ” means this Restricted Stock Grant Agreement and shall include the applicable provisions of the Plan, which is hereby incorporated into and made a part of this Agreement.

(b) “ Grant Date ” means                      .

(c) “ Plan ” means the CACI International Inc 2006 Stock Incentive Plan, as amended from time to time.

(d) “ Retirement ” means voluntary retirement from the Company or an Affiliate on or after age 65, upon written notice from the Grantee to the Committee that Grantee is permanently retiring from CACI and the information technology industry.

(e) “ Shares ” means the shares of Stock subject to the Agreement.

(f) “ Vesting Date ” means                      .

Any capitalized term used herein that is not expressly defined in this Agreement shall have the meaning that such term has under the Plan unless otherwise provided herein.

Pursuant to and subject to the terms of the Plan, CACI hereby awards to The Grantee a total of              Shares of Restricted Stock. The Shares are granted subject to the restrictions and conditions as set forth in this Agreement. The price of a Share at close of business on the Grant Date was $              .

(a) Regular Vesting Schedule . Except as set forth in this Section 3, the Restricted Stock granted pursuant to this Agreement shall vest on the Vesting Date, and shall be converted to unrestricted Shares at that time, provided the Grantee has remained in the continuous full-time employment of the Company, or a Subsidiary or Affiliate, from the Grant Date through the Vesting Date.

(b) Vesting Upon Change in Control, Disability, Retirement or Death . Upon (i) the occurrence of a Change in Control while the Grantee remains a full-time employee of the Company, a Subsidiary or Affiliate, or (ii) termination of the Grantee’s full-time employment with the Company, a Subsidiary or Affiliate due to Retirement, Disability or death, in either case prior to the Vesting Date, the Grantee shall be vested in the Restricted Stock.

(c) Employment Requirement; Forfeiture . Except as provided in Section 3(b) or otherwise determined by the Committee, in order to become vested in the Restricted Stock granted under the terms of this Agreement, the Grantee must have been in the continuous full-time employ of the Company, a Subsidiary or Affiliate from the Grant Date through the close of business on the Vesting Date. The Grantee shall not be deemed to be employed by the Company, a Subsidiary or Affiliate if the Grantee’s employment has been terminated, even if the Grantee is receiving severance in the form of salary continuation through the regular payroll system. If the Grantee terminates employment with the Company, a Subsidiary or Affiliate for any reason other than Retirement, Disability or death, or converts from full-time to part-time status, prior to the close of business on the Vesting Date, the Restricted Stock granted under this Agreement shall be forfeited.

(d) Bankruptcy; Dissolution . Restricted Stock granted under this Agreement shall be forfeited in the event that the Company is placed under the jurisdiction of a bankruptcy court, or is dissolved or liquidated.

(e) Return of Shares . If the Grantee forfeits rights to the Restricted Stock in accordance with Section 3(c) or (d), the Shares of Restricted Stock shall be transferred to the Company, and the Grantee shall cease to have any rights with respect thereto

(including any of the rights of a stockholder with respect to the forfeited Restricted Stock and any dividends or distributions paid with respect to the Restricted Stock prior to the Vesting Date).

Stock certificates with respect to Restricted Stock granted pursuant to this Agreement will be registered in the Grantee’s name as soon as administratively practicable after the execution of this Restricted Stock Grant Agreement, subject, however, to forfeiture if the Shares of Restricted Stock do not vest. Stock certificates issued in connection with this award shall bear an appropriate legend with respect to the vesting restrictions applicable to the Restricted Stock and, as a condition of the receipt of this award, the Grantee hereby agrees to deposit the certificates with CACI during the vesting period and to execute a blank stock power or other instrument of transfer therefor. During the vesting period, the Grantee shall have all of the rights of a stockholder with respect to the Restricted Stock, including, but not limited to, the rights to receive dividends (or amounts equivalent to dividends) and to vote the Restricted Stock. Any dividends or distributions paid with respect to the Restricted Stock prior to the Vesting Date will be subject to the same vesting restrictions as the Restricted Stock to which such dividends or distributions relate.

Within 30 days after the date the Restricted Stock granted pursuant to this Agreement vests, subject to the provisions of this Agreement, the Company shall cause to be delivered to the Grantee one or more certificates for unrestricted Stock in an aggregate amount equal to the number of Shares granted pursuant to this Agreement.

(a) The Grantee, may, from time to time, designate a beneficiary or beneficiaries (who may be named contingently or successively) to whom any Shares of Restricted Stock or the payment of any other amount due under this Agreement are to be transferred, delivered or paid in case of the Grantee’s death before the Grantee has received all Restricted Stock or other amounts to which the Grantee is entitled under this Agreement. Each des