Summary of ICF INTERNATIONAL, INC.

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 29, 2008, ICF International, Inc., a Delaware corporation (the "Company") and Mr. Sudhakar Kesavan, President and Chief Executive Officer of the Company, restated the employment agreement between the Company and Mr. Kesavan, which was previously entered into on September 27, 2006 (the "Employment Agreement"). The parties restated the Employment Agreement for the purpose of bringing it into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder ("Section 409A"). Section 409A was added to the Internal Revenue Code in 2004 by the American Jobs Protection Act of 2004 and governs "nonqualified deferred compensation" arrangements. It imposes an additional tax and penalties on service providers (including employees and directors) if a covered arrangement does not comply with Section 409A. The primary terms and compensation payments contemplated by the Employment Agreement remain unchanged.

On December 29, 2008, the Company and Mr. Kesavan entered into a restated severance protection agreement originally entered into with the Company on September 27, 2006 (the "Severance Protection Agreement"), also for the purpose of bringing such Severance Protection Agreement into compliance with
Section 409A. The primary terms and compensation payments contemplated by the Severance Protection Agreement remain unchanged.

The preceding descriptions of the Employment Agreement and Severance Protection Agreement (collectively, the "Agreements") are qualified in their entirety by reference to the complete text of the Agreements, copies of which are filed hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference. Although both Agreements are intended to comply with Section 409A, the Company will not be liable for any taxes or interest that may become payable by the employee who is party to the particular Agreement due to the deferral of any payments under the Agreement or as a result of the administration of any amounts under the Agreement.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1   Restated Employment Agreement by and between the Company and
               Sudhakar Kesavan

Exhibit 10.2   Restated Severance Protection Agreement by and between the Company
               and Sudhakar Kesavan