ICF INTERNATIONAL (NASDAQ:ICFI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

On March 2, 2017, the Compensation Committee (the
Committee) of the Board of Directors
(the Board) of ICF International, Inc.
(the Company), upon the recommendation
of management, approved amended forms of the Companys Restricted
Stock Unit Award Agreement and Performance Share Award Agreement,
to reflect a revised three-year vesting period and to provide for
the Committees review of future performance criteria.

In the revised agreements, the restricted stock units
(RSUs) will vest over a period of three
(3) years, with 25% vesting on each of the first and second
anniversary of the Grant Date, and with 50% vesting on the third
anniversary of the Grant Date, beginning with the one-year
anniversary of the Grant Date (each anniversary, a
Vesting Date).

In the performance share award agreements
(PSAs), the Committee uses performance
goals under the Companys 2010 Omnibus Incentive Plan, as amended
(the Plan) based on the Companys
compounded annual growth rate (CAGR) in
earnings per share (EPS) and the
Companys cumulative total shareholder return relative to its peer
group (rTSR). The number of Performance
Shares that the participant will receive in connection with any
award (an Award) under the Plan will be
based on the Companys performance during two (2) periods. The
initial performance period (the Initial Performance
Period) will begin on January 1, 2017 and end on
December 31, 2018 (two years), and at the end of such period the
Award will be adjusted based on EPS. The secondary performance
period (the Secondary Performance
Period, and collectively with the Initial
Performance Period, the Performance
Period) will begin on January 1, 2017 and will end
on December 31, 2019 (three years), with the Award further
adjusted and paid out at the end of such period based on rTSR.
rTSR will be measured by (A) the sum of (i) the Companys average
stock price (for the forty-five (45) day trading period ending
December 31, 2019), and (ii) the cumulative amount of dividends
declared during the Performance Period, assuming dividend
reinvestment on the ex-dividend date, divided by (B) the
Companys average stock price at the beginning of the Performance
Period (for the forty-five (45) day trading period ending
December 31, 2016). The Performance Shares will only be eligible
to vest following the expiration of the Secondary Performance
Period.

PSAs will be settled following the end of the Secondary
Performance Period by the issuance of shares of the Companys
common stock, subject to both continued employment by the Company
(except in partial Performance Period situations involving death,
disability, retirement, termination without cause or for good
reason, Change of Control or, specific to the CEO and COO,
voluntary termination, and as specifically described in the forms
of PSAs attached as Exhibits 10.2, 10.3 and 10.4 to this Current
Report on Form 8-K) and the achievement of the performance goals
established by the Committee. The payout percentage shall be
determined using straight line interpolation between rTSR
performance levels.

The forms of agreement for RSUs, and PSAs are attached as
Exhibits 10.1, 10.2 10.3 and 10.4 to this CurrentReport on Form
8-Kand incorporated herein by reference, and the description
herein is qualified in its entirety by reference thereto.

In accordance with the Plan, the Committee, in its sole
discretion, will determine the degree to which any applicable
performance goal has been achieved. Performance shares do not
have any voting rights. No dividends will be paid on outstanding
performance shares during the applicable Performance Period;
instead dividend equivalents will be paid based on the number of
performance shares that are ultimately earned.

***

The description contained herein is a summary of the material
terms of the form of Award does not purport to be complete, and
is qualified in its entirety by reference to the form of
agreements of the RSU and PSA Agreements attached hereto as
Exhibits 10.1- 10.4.

Item 9.01. Financial Statements and Exhibits.

10.12017 RSU Agreement (Revised-US Template)

10.22017 Performance Share Agreement (Revised Template)

10.32017 Performance Share Agreement (Revised CEO Template)

10.42017 Performance Share Agreement (Revised COO Template)

About ICF INTERNATIONAL (NASDAQ:ICFI)

ICF International, Inc., formerly ICF Consulting Group Holdings, LLC, provides professional services and technology-based solutions to government and commercial clients, including management, technology and policy consulting and implementation services. It operates through professional services for government and commercial clients segment. Its services address over four markets: energy, environment and infrastructure; health, education and social programs; safety and security, and consumer and financial. Its services include research and analytic services, assessment and advisory services, design and management services, solution identification and implementation services, and engagement services. It researches policy, industry and stakeholder issues, trends and behavior. It collects and analyzes various data to understand issues and options for its clients. It designs, develops and manages plans, frameworks, programs and tools for its clients’ mission or business performance.

ICF INTERNATIONAL (NASDAQ:ICFI) Recent Trading Information

ICF INTERNATIONAL (NASDAQ:ICFI) closed its last trading session up +1.00 at 43.10 with 202,386 shares trading hands.