UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
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SM&A
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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FIFTH AMENDMENT TO SETTLEMENT AGREEMENT
This Fifth Amendment to Settlement Agreement (this Amendment) is entered into as of
December 19, 2008, by and between SM&A, a Delaware corporation (the Company), and Steven
S. Myers (Mr. Myers).
RECITALS
WHEREAS, the Company and Mr. Myers are parties to that certain Settlement Agreement entered
into as of May 21, 2008 (the Settlement Agreement), as amended pursuant to which, among
other things, the Company agreed to replace two members of its board of directors; and
WHEREAS, the Company and Mr. Myers desire to amend the Settlement Agreement to extend the
period of time within which such board members must be replaced.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Mr. Myers hereby agree as follows:
1. Amendment. Paragraph (a) of Section 3 of the Settlement Agreement is hereby
amended and restated to read in its entirety as follows:
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On or before January 2, 2009 the Company shall, and shall cause its
directors, officers and other representatives to, take all necessary actions to
(i) obtain the resignation from the Board of two directors of the Company then
serving on the Board, and (ii) appoint with immediate effect two individuals
proposed by one or more of the Companys major stockholders (it being understood
that Mr. Myers shall be deemed a major stockholder of the Company for the
purposes of this Agreement) to fill the resulting vacancies on the Board (the
New Directors), provided that the selection of the New Directors shall
be mutually acceptable to the Company and its major stockholders. |
2. Effect of Amendment. Except as otherwise expressly provided herein, the Settlement
Agreement shall remain unchanged and shall continue in full force and effect. From and after the
date hereof, any references to the Settlement Agreement shall be deemed to be references to the
Settlement Agreement as amended by this Amendment.
3. Entire Agreement. This Amendment constitutes the entire agreement between the
parties hereto with respect to the subject matter of this Amendment and supersedes all prior
agreements, understandings and discussions, whether written or oral, with respect thereto.
4. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.
5. Facsimile Execution. This Amendment may be may be executed by facsimile, and, upon
such execution, shall have the same force and effect as an original.
6. Governing Law. This Amendment shall be construed in accordance with and governed
by the laws of the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set
forth above.
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SM&A
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By: |
/s/ Cathy L. McCarthy
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Name: |
Cathy L. McCarthy |
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Title: |
Chief Executive Officer |
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/s/ Steven S. Myers
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STEVEN S. MYERS |
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