0001193125-06-134960 Sample Contracts

FORM OF SEVERANCE PROTECTION AGREEMENT
Severance Protection Agreement • June 23rd, 2006 • ICF International, Inc. • Services-management consulting services • Virginia

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

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FORM OF ICF INTERNATIONAL, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 23rd, 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 (the “Participant”), an employee of the Corporation, and is effective as of the effective date of the Corporation’s initial public offering (the “Effective Date”).

FORM OF AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 23rd, 2006 • ICF International, Inc. • Services-management consulting services • Virginia

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated , 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”).

CONSULTING AGREEMENT
Consulting Agreement • June 23rd, 2006 • ICF International, Inc. • Services-management consulting services • New York

CONSULTING AGREEMENT, dated as of June 25, 1999 (this “Agreement”), between CMLS MANAGEMENT, L.P., a Delaware limited partnership (“CMLS”), and ICF CONSULTING GROUP, INC., a Delaware corporation (the “Company”).

EMPLOYMENT AND NON-COMPETE AGREEMENT
Employment and Non-Compete Agreement • June 23rd, 2006 • ICF International, Inc. • Services-management consulting services • Virginia

EMPLOYMENT AND NON-COMPETE AGREEMENT (“Agreement”), dated as of October 1, 2005, by and between ICF Consulting Group, Inc., a Delaware corporation (hereinafter referred to as “Employer”), and Gerald Croan, an individual (hereinafter referred to as “Employee”) residing at the address set forth on the signature page hereof.

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