FORM OF DEPOSIT AGREEMENTDeposit Agreement • March 22nd, 2004 • Si International Inc • Services-computer integrated systems design
This DEPOSIT AGREEMENT is made and entered into as of , 200 by and among SI International, Inc., a Delaware corporation (the "Company"), , a national banking association, as Depositary, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of...Agreement Regarding the Joint Filing of Schedule 13g • February 11th, 2003 • Si International Inc • Services-computer integrated systems design
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 8th, 2007 • Si International Inc • Services-computer integrated systems design • Virginia
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of June 22, 2007 by and between SI INTERNATIONAL, INC., a Delaware corporation (the “Company”), and S. BRADFORD ANTLE (the “Executive”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 25th, 2002 • Si International Inc • Services-computer integrated systems design • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of July 24, 2002 by and between SI International, Inc., a Delaware corporation (the "Company"), and THOMAS E. DUNN (the "Executive").
SECOND AMENDED AND RESTATED CREDIT AGREEMENT among SI INTERNATIONAL, INC., as Parent Borrower, THE DOMESTIC SUBSIDIARIES OF THE PARENT BORROWER FROM TIME TO TIME PARTIES HERETO, as Subsidiary Borrowers, THE LENDERS PARTY HERETO, WACHOVIA BANK,...Credit Agreement • February 19th, 2008 • Si International Inc • Services-computer integrated systems design • North Carolina
SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 13, 2008, among SI INTERNATIONAL, INC., a Delaware corporation, (the “Parent Borrower”), those Domestic Subsidiaries of the Parent Borrower identified as a “Subsidiary Borrower” on the signature pages hereto and such other Domestic Subsidiaries of the Borrowers as may from time to time become a party hereto (individually a “Subsidiary Borrower” and collectively the “Subsidiary Borrowers” and together with the Parent Borrower, each individually, a “Borrower” and collectively the “Borrowers”), the Lenders from time to time party hereto and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the “Administrative Agent”).
QuickLinks -- Click here to rapidly navigate through this documentPromissory Note • November 5th, 2002 • Si International Inc • Services-computer integrated systems design • Delaware
THIS PROMISSORY NOTE WAS ORIGINALLY ISSUED ON MAY 31, 2001, HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND IS SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED HEREIN. THIS PROMISSORY NOTE IS ALSO SUBJECT TO CERTAIN SUBORDINATION PROVISIONS SET FORTH IN A SUBORDINATION AGREEMENT, DATED AS OF MAY 31, 2001, BY AND AMONG BANC OF AMERICA COMMERCIAL FINANCIAL CORPORATION, AS AGENT, THE HOLDER HEREOF, CERTAIN HOLDERS OF OTHER PROMISSORY NOTES ISSUED BY SI INTERNATIONAL, INC. ("SII"), SII AND SI INTERNATIONAL, L.L.C., AS AMENDED AND MODIFIED FROM TIME TO TIME.
SI INTERNATIONAL, INC. RESTRICTED STOCK BONUS AWARD AGREEMENT EVIDENCING GRANT OF RESTRICTED STOCK UNDER THE SI INTERNATIONAL, INC. 2002 AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLANRestricted Stock Bonus Award Agreement • November 7th, 2006 • Si International Inc • Services-computer integrated systems design • Delaware
THIS RESTRICTED STOCK BONUS AWARD AGREEMENT (this “Agreement”) is made as of the Grant Date set forth on the Notice of Restricted Stock Bonus Award 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 Restricted Stock Bonus Award (the “Notice”) hereto. 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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 12th, 2006 • Si International Inc • Services-computer integrated systems design
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 8th day of February, 2006, by and among (i) SI International, Inc., a Delaware corporation (the “Buyer”), (ii) ZEN TECHNOLOGY, INC., a Virginia corporation (the “Company”), (iii) DONALD E. REED, (iv) LESLIE W. BUTLER, (v) BARBARA M. REED and (vi) CINDY A. ANDRE. Each Person named in (iii) through (vi) above is referred to herein individually as a “Seller” and collectively as the “Sellers.” The Buyer, the Company and the Sellers are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used herein and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
SI INTERNATIONAL, INC. STOCK OPTION AGREEMENT EVIDENCING GRANT OF INCENTIVE STOCK OPTIONS UNDER THE 1998 STOCK OPTION PLANStock Option Agreement • September 14th, 2004 • Si International Inc • Services-computer integrated systems design • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of «GrantDate» (the “Grant Date”), by and between SI International, Inc., a Delaware corporation (the “Company”), and «FirstName» «MI» «LastName», an employee of the Company (“Participant”). Certain capitalized terms used herein are defined in Section 9 below.
SI INTERNATIONAL, INC. STOCK OPTION AGREEMENT EVIDENCING GRANT OF STOCK OPTIONS UNDER THE SI INTERNATIONAL, INC. 2002 AMENDED AND RESTATED OMNIBUS STOCK INCENTIVE PLANStock Option Agreement • November 7th, 2006 • Si International Inc • Services-computer integrated systems design • Delaware
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2002 • Si International Inc • Services-computer integrated systems design • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of October 29, 1998, by and among SI International, Inc., a Delaware corporation (the "Company"), SI International, L.L.C., a Delaware limited liability company (the "LLC"), Frontenac and the Management Members. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 8 hereof.
CREDIT AGREEMENT among SI INTERNATIONAL, INC., as Parent Borrower, THE DOMESTIC SUBSIDIARIES OF THE PARENT BORROWER FROM TIME TO TIME PARTIES HERETO, as Subsidiary Borrowers, THE LENDERS PARTIES HERETO, WACHOVIA BANK, NATIONAL ASSOCIATION, as...Credit Agreement • November 18th, 2002 • Si International Inc • Services-computer integrated systems design • North Carolina
CREDIT AGREEMENT, dated as of November 15, 2002, among SI INTERNATIONAL, INC., a Delaware corporation, (the "Parent Borrower"), those Domestic Subsidiaries of the Parent Borrower identified as a "Subsidiary Borrower" on the signature pages hereto and such other Domestic Subsidiaries of the Borrowers as may from time to time become a party hereto (individually a "Subsidiary Borrower" and collectively the "Subsidiary Borrowers" and together with the Parent Borrower, each individually, a "Borrower" and collectively the "Borrowers"), the several banks and other financial institutions as may from time to time become parties to this Agreement (individually a "Lender" and collectively the "Lenders") and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent").
SI International, Inc. October 24, 2002Amendment to Stock Purchase Agreements • November 5th, 2002 • Si International Inc • Services-computer integrated systems design
This letter is being entered into in connection with the initial public offering (the "Offering") of shares of common stock of SI International, Inc. (the "Company") and the related restructuring merger transactions and preferred stock conversions and exchanges and other pre-offering transactions (collectively, together with the Offering, the "Transactions"). For, and in consideration of, the benefits that Frontenac VII Limited Partnership, Frontenac Masters VII Limited Partnership (together with Frontenac VII Limited Partnership, the "Partnerships") and SI International, L.L.C. (the "LLC") will receive in connection with the Offering:
AGREEMENT AND PLAN OF MERGERMerger Agreement • March 10th, 2005 • Si International Inc • Services-computer integrated systems design
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of this 30th day of November, 2004, by and among (i) SI International, Inc., a Delaware corporation (the “Buyer”), (ii) Bridge Technology Corporation, a Virginia corporation (the “Company”), (iii) Joseph D. Gould, (iv) Ronald A. Dabbieri, (v) Christopher F. Dabbieri, (vi) Lauri Dabbieri, (vii) Thomas D. Gould, (viii) Gregory A. Gould, and (ix) Michelle G. McCall. Each Person named in (iii) through (ix) above is referred to herein individually as a “Seller” and collectively as the “Sellers.” The Buyer, the Company and the Sellers are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used herein and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
NONQUALIFIED DEFERRED COMPENSATION PLAN BASIC PLAN DOCUMENTNonqualified Deferred Compensation Plan • December 22nd, 2006 • Si International Inc • Services-computer integrated systems design • Georgia
The Service Recipient, by executing the Nonqualified Deferred Compensation Plan Adoption Agreement, hereby establishes or amends an unfunded Nonqualified Deferred Compensation Plan for a select group of management or highly compensated Service Providers. Under the terms of the Plan, Eligible Service Providers may elect to defer receipt of their Compensation to a later Taxable Year.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 7th, 2006 • Si International Inc • Services-computer integrated systems design • New York
SI International, Inc., a Delaware corporation (the “Company”) confirms its agreement with Wachovia Capital Markets, LLC (“Wachovia” or the “Underwriter”) with respect to the issue and sale by the Company and the purchase by the Underwriter of 1,200,000 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). The aforesaid 1,200,000 shares of Common Stock are hereinafter called the “Securities.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • January 28th, 2004 • Si International Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of December 17, 2003, by and among SI International, Inc., a Delaware corporation (“Parent”), Link Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), MATCOM International Corp., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Exhibit A attached hereto (collectively, the “Stockholders,” and together with the Company, the “Seller Parties”). Parent, Merger Sub, the Company and each Stockholder are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used herein and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • December 19th, 2006 • Si International Inc • Services-computer integrated systems design • Virginia
This AGREEMENT AND PLAN OF MERGER is dated as of December 15, 2006 (this “Agreement”) by and among SI International Telecom Corporation (“Telecom”), a Delaware corporation, SI International Engineering, Inc. (“Engineering”), a Colorado corporation and SI International, Inc. (“SI International”), a Delaware corporation.
NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENTNonqualified Deferred Compensation Plan Adoption Agreement • November 8th, 2006 • Si International Inc • Services-computer integrated systems design
The Service Recipient named below hereby establishes a Nonqualified Deferred Compensation Plan for Eligible Service Providers as provided in this Adoption Agreement and the Basic Plan Document.
SI INTERNATIONAL, INC. STOCK OPTION AGREEMENT EVIDENCING GRANT OF STOCK OPTIONS UNDER THE SI INTERNATIONAL, INC. 2002 STOCK INCENTIVE PLANStock Option Agreement • March 17th, 2005 • Si International Inc • Services-computer integrated systems design • Delaware
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 of the Company or the Company Group as named on each 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 Stock Incentive Plan (as amended from time to time according to its terms, the “Plan”).
ContractConsulting Services Agreement • March 10th, 2005 • Si International Inc • Services-computer integrated systems design • Virginia
THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered into this 29th day of November, 2004 (“Effective Date”) by and between SI International, Inc., a Delaware corporation (“SI International”), and Walter J. Culver, an individual (“Consultant”). This Agreement governs the work described in each Project Work Order entered into or issued hereunder.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 2nd, 2006 • Si International Inc • Services-computer integrated systems design • Virginia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of September 26, 2006 by and between SI International, Inc., a Delaware corporation (the "Company"), and Leslee H. Gault (the "Executive").
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 1st, 2005 • Si International Inc • Services-computer integrated systems design
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of this 12th day of January, 2005, by and among (i) SI International, Inc., a Delaware corporation (the “Buyer”), (ii) Shenandoah Electronic Intelligence, Inc., a Virginia corporation (the “Company”), (iii) The Walter M. Curt Trust, a Virginia trust, and The Martha F. Curt Trust, a Virginia trust, (the “Stockholders”), and (iv) Walter M. Curt and Martha F. Curt (the “Grantors”). Each Person named in (iii) and (iv) above is referred to herein individually as a “Seller” and collectively as the “Sellers.” The Buyer, the Company and the Sellers are referred to herein individually as a “Party” and collectively as the “Parties.” The capitalized terms used herein and not otherwise defined herein have the meanings given to such terms as set forth in Appendix A hereto.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2002 • Si International Inc • Services-computer integrated systems design • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of October 29, 1998, by and between SI International, Inc., a Delaware corporation (the "Company"), and SI International, L.L.C., a Delaware limited liability company (the "LLC"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Section 8 below.
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 27th, 2008 • Si International Inc • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of this 26th day of August 2008, by and among Serco Group plc, a public limited company organized under the laws of England and Wales (“Parent”), Serco Inc., a New Jersey corporation (“U.S. Parent”), Matador Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of U.S. Parent (“Merger Sub”), and SI International, Inc., a Delaware corporation (the “Company”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2002 • Si International Inc • Services-computer integrated systems design • Delaware
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is made as of the day of October, 2002, by and between SI INTERNATIONAL, INC., a Delaware corporation (the "Corporation"), and ("Indemnitee"), a director and/or officer of the Corporation.
UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2004 • Si International Inc • Services-computer integrated systems design • New York
Wachovia Capital Markets, LLC SG Cowen & Co., LLC Legg Mason Wood Walker, Incorporated Stephens Inc. SunTrust Capital Markets, Inc. As Representatives of the several Underwriters c/o Wachovia Capital Markets, LLC 7 St. Paul Street Baltimore, Maryland 21202
SI INTERNATIONAL, INC. STOCK OPTION AGREEMENT EVIDENCING GRANT OF INCENTIVE STOCK OPTIONS UNDER THE 2001 SERVICE AWARD STOCK OPTION PLANStock Option Agreement • September 14th, 2004 • Si International Inc • Services-computer integrated systems design • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is made as of the Option Grant Date set forth on the Initial Attachment hereto by and between (i) SI International, Inc., a Delaware corporation (the “Company”) and (ii) Participant, an employee of the Company as named on each Attachment hereto. Certain capitalized terms used herein are defined in Section 9 below.
CREDIT AGREEMENT dated as of March 9, 2000 among SI INTERNATIONAL, INC., SI INTERNATIONAL, L.L.C., The LENDERS referred to herein, BANC OF AMERICA COMMERCIAL FINANCE CORPORATION, as Agent and FIRST UNION NATIONAL BANK, as Syndication AgentCredit Agreement • October 10th, 2002 • Si International Inc • Services-computer integrated systems design • New York
CREDIT AGREEMENT dated as of March 9, 2000 among SI INTERNATIONAL, INC., SI INTERNATIONAL, L.L.C., the LENDERS listed on the signature pages hereof, BANC OF AMERICA COMMERCIAL FINANCE CORPORATION, as Agent and FIRST UNION NATIONAL BANK, as Syndication Agent.
SI INTERNATIONAL, INC. STOCK OPTION AGREEMENT EVIDENCING GRANT OF STOCK OPTIONS UNDER THE SI INTERNATIONAL, INC.Stock Option Agreement • November 2nd, 2005 • Si International Inc • Services-computer integrated systems design • Delaware
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”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 11th, 2007 • Si International Inc • Services-computer integrated systems design • North Carolina
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 8, 2007, is by and among SI INTERNATIONAL, INC., a Delaware corporation (the “Parent Borrower”), those Domestic Subsidiaries of the Parent Borrower identified as a “Subsidiary Borrower” on the signature pages hereto (individually a “Subsidiary Borrower” and collectively the “Subsidiary Borrowers”; the Subsidiary Borrowers, together with the Parent Borrower, individually a “Borrower” and collectively the “Borrowers”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
SI INTERNATIONAL, INC. STOCK OPTION AGREEMENT EVIDENCING GRANT OF STOCK OPTIONS UNDER THE SI INTERNATIONAL, INC. 2002 STOCK INCENTIVE PLANStock Option Agreement • September 14th, 2004 • Si International Inc • Services-computer integrated systems design • Delaware
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 of the Company or the Company Group as named on each 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 Stock Incentive Plan (as amended from time to time according to its terms, the “Plan”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 8th, 2002 • Si International Inc • Services-computer integrated systems design • Delaware
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of October 29, 1998, by and between SI International, Inc., a Delaware corporation (the "Company"), and SI International, L.L.C., a Delaware limited liability company (the "LLC"). Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in Section 8 below.
NONQUALIFIED DEFERRED COMPENSATION PLANNonqualified Deferred Compensation Plan • November 8th, 2006 • Si International Inc • Services-computer integrated systems design • Georgia
The Service Recipient, by executing the Nonqualified Deferred Compensation Plan Adoption Agreement, hereby establishes or amends an unfunded Nonqualified Deferred Compensation Plan for a select group of management or highly compensated Service Providers. Under the terms of the Plan, Eligible Service Providers may elect to defer receipt of their Compensation to a later Taxable Year.
NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENTNonqualified Deferred Compensation Plan Adoption Agreement • December 23rd, 2003 • Si International Inc • Services-computer integrated systems design
