0001193125-07-186217 Sample Contracts

Contract
Stock Option Agreement • August 21st, 2007 • Deltek, Inc • Services-computer programming services • New York

STOCK OPTION AGREEMENT (the “Agreement”), dated as of May 24, 2007 between Deltek, Inc., a Delaware corporation (together with its successors, the “Company”), and David Schwiesow (the “Optionee”).

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Deltek 13880 Dulles Corner Lane Herndon, VA 20171-4600
Deltek, Inc • August 21st, 2007 • Services-computer programming services

As you are aware, Deltek, Inc. (the “Company”) has decided to modify its Change in Control provisions so that you are treated appropriately in the event of a Change in Control of the Company. Accordingly, the offer letter, dated February 8, 2006, between the Company and you (the “Offer Letter”), is hereby amended as follows:

Contract
Shareholder’s Agreement • August 21st, 2007 • Deltek, Inc • Services-computer programming services • New York

SHAREHOLDER’S AGREEMENT, dated as of [•], between Deltek, Inc., a Delaware corporation, and [•] (the “Employee”), who was granted the right and option (the “Option”) to acquire shares of Common Stock, par value $0.001 per share, of the Company pursuant to the terms and conditions of a Stock Option Agreement, dated as of [•], between the Company and the Employee (the “Option Agreement”).

FORM OF AMENDMENT TO DIRECTOR SHAREHOLDER’S AGREEMENT]
Shareholder’s Agreement • August 21st, 2007 • Deltek, Inc • Services-computer programming services

THIS AMENDMENT TO SHAREHOLDER’S AGREEMENT, dated as of this day of , 2007, is by and among Deltek, Inc., a Delaware corporation (the “Company”), [Director] (the “Shareholder”) and New Mountain Partners II, L.P. (“NMP”), New Mountain Affiliated Investors II, L.P., (“NMAI”) and Allegheny New Mountain Partners, L.P. (together with NMP and NMAI, the “NMP Entities”).

AMENDMENT NO. 1 TO INVESTORS RIGHTS AGREEMENT DATED AS OF August 10, 2007
Investors Rights Agreement • August 21st, 2007 • Deltek, Inc • Services-computer programming services

Amendment No. 1, dated as of August 10, 2007 (“Amendment No. 1”), to the Investors Rights Agreement by and among Deltek Systems, Inc., a Virginia corporation (the “Virginia Company”), New Mountain Partners II, L.P., a Delaware limited partnership, New Mountain Affiliated Investors II, L.P., a Delaware limited partnership, Allegheny New Mountain Partners, L.P., a Delaware limited partnership, and certain other signatures thereto, dated as of April 22, 2005 (the “Original Agreement”).

Deltek 13880 Dulles Corner Lane Herndon, VA 20171-4600
Deltek, Inc • August 21st, 2007 • Services-computer programming services

As you are aware, Deltek, Inc. (the “Company”) has decided to amend your employment agreement and to modify the Company’s Change in Control provisions so that you are treated appropriately. Accordingly, your Employment Agreement, dated June 16, 2005, between the Company and you (the “Employment Agreement”), is hereby amended as follows:

AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • August 21st, 2007 • Deltek, Inc • Services-computer programming services

THIS AMENDMENT NO. 1, dated as of this day of , 2007, to the Shareholders’ Agreement, dated as of April 22, 2005 (the “Agreement”), by and among, among others, Deltek, Inc., a Delaware corporation (the “Company”), the persons listed on the signature pages hereto under the heading “Majority Shareholders” (collectively, the “Shareholders”), and New Mountain Partners II, L.P. (“NMP”), New Mountain Affiliated Investors II, L.P., (“NMAI”) and Allegheny New Mountain Partners, L.P. (together with NMP and NMAI, the “NMP Entities”).

Deltek 13880 Dulles Corner Lane Herndon, VA 20171-4600
Deltek, Inc • August 21st, 2007 • Services-computer programming services

As you are aware, Deltek, Inc. (the “Company”) has decided to modify its Change in Control provisions so that you are treated appropriately in the event of a Change in Control of the Company. Accordingly, the offer letter, dated October 6, 2005, between the Company and you (the “Offer Letter”), is hereby amended as follows:

Contract
Shareholder’s Agreement • August 21st, 2007 • Deltek, Inc • Services-computer programming services • New York

SHAREHOLDER’S AGREEMENT, dated as of [•], between Deltek, Inc., a Delaware corporation, and [•] (the “Award Holder”), who has been granted an equity award pursuant to the Company’s 2007 Stock Incentive and Award Plan (the “2007 Plan”), which award is evidenced by that certain Agreement, dated as of [•], between the Company and the Award Holder (the “Award Agreement”).

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