0001193125-06-234734 Sample Contracts

ICF INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENT (Non-Employee Director Award)
Restricted Stock Award Agreement • November 14th, 2006 • ICF International, Inc. • Services-management consulting services • Delaware

This Restricted Stock Award Agreement (this “Agreement”) is by and between ICF International, Inc., a Delaware corporation (the “Corporation”), and Dr. Srikant M. Datar (the “Participant”), a non-employee director of the Corporation, and is effective as of the opening of business on September 28, 2006 (the “Effective Date”).

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SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • November 14th, 2006 • ICF International, Inc. • Services-management consulting services • Virginia

SEVERANCE PROTECTION AGREEMENT dated September 27, 2006, by and between ICF International, Inc., a Delaware corporation (the “Company”), and John Wasson (the “Executive”).

ICF INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 14th, 2006 • ICF International, Inc. • Services-management consulting services • Delaware

This Restricted Stock Award Agreement (this “Agreement”) is by and between ICF International, Inc., a Delaware corporation (the “Corporation”), and Alan Stewart (the “Participant”), an employee of the Corporation or one or more of its subsidiaries, and is effective as of the opening of business on September 28, 2006 (the “Effective Date”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2006 • ICF International, Inc. • Services-management consulting services • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated September 27, 2006, is by and between ICF International, Inc., a Delaware corporation headquartered at 9300 Lee Highway, Fairfax, Virginia (the “Company”), and Sudhakar Kesavan (the “Executive”).

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