SII Audit Comm Charter - v 200703

ƒCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SI INTERNATIONAL, INC. DEFINITIONS When used herein, the following terms shall have the meanings set forth below: • “Audit Committee” means that certain committee of the Board established at a meeting of Board held on November 3, 1999, having such attributes, duties and responsibilities as set forth in this Charter. • “Board” means the Board of Directors of the Company. • “Charter” means this Charter of the Audit Committee of the Board of Directors of SI International, Inc., as amended from time to time. • “Committee” means the Audit Committee. • “Company” means SI International, Inc., a Delaware corporation. • “Independent Director” means a director of the Corporation other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In addition, the following persons will not be considered “Independent Directors.” a director employed by the Company or by any parent or subsidiary of the Company within the past three years; • a director who accepted or has a “family member” who accepted any compensation from the Company or any parent or subsidiary of the Company in excess of $60,000 during any period of twelve (12) consecutive months within the past three fiscal years, other than compensation ...