SM&A Executive Severance and Retention Agreement
EXHIBIT 10.2
SM&A
THIS EXECUTIVE SEVERANCE AND RETENTION AGREEMENT (this “Agreement”) by and between SM&A, a
Delaware corporation (the “Company”), and Xxxxx X. XxXxxxxx (the “Executive”), is made and entered
into as of August 25, 2008.
WHEREAS, the Company has determined that the Executive will play a critical role in the
operations of the Company;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate
steps should be taken to reinforce and encourage the continued employment and dedication of the
Executive;
WHEREAS, the Executive entered into that certain Employment Agreement, dated July 19, 2007
(“Employment Agreement”), which shall be superseded and replaced in part by this Agreement, as set
forth herein; and
NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its
employ, the Company agrees that the Executive shall receive the severance benefits set forth in
this Agreement in the event the Executive’s employment with the Company is terminated under the
circumstances described below.
1. Termination of Employment.
1.1 Equity. The effect of a termination, whether in connection with a Change in
Control (as defined below) or not, on any of the Executive’s stock options, restricted stock awards
or other equity awards shall be determined in accordance with the terms of such options or awards
and shall not be affected by this Agreement.
1.2 Termination Without Cause Or For Good Reason. The Executive’s employment with the
Company may be terminated at any time by the Company without Cause (as defined below) by giving the
Executive thirty (30) days’ advance written notice of such termination, or by the Executive for
Good Reason (as defined below) by giving the Company thirty (30) days’ advance written notice of
such termination; provided, however, that no condition shall constitute Good Reason unless the
Executive provides notice of such condition to the Company within ninety (90) days of its initial
existence, and the Company fails to remedy the condition within thirty (30) days of its receipt of
such notice, and provided, further, that the Executive terminates employment with the Company
within two (2) years following the initial existence of the Good Reason condition. In the event of
termination pursuant to this Section 1.2, the Company shall pay to the Executive the following
amounts:
(a) On the effective date of the Executive’s termination (the “Date of Termination”), the sum
of (i) the Executive’s base salary through the Date of Termination, (ii) any earned but unpaid
bonus amounts with respect to periods ending prior to the Date of Termination to which the
Executive is entitled, and (iii) any accrued but unused paid time off through the Date of
Termination (collectively, the “Accrued Obligations”).
(b) If (i) no Change in Control has occurred in the twenty-four (24) months immediately
preceding the Date of Termination, then, on a monthly basis, in accordance with the Company’s
standard payroll practice prior to the Date of Termination, for the greater of a period of six (6)
months following the Date of Termination or until the expiration of the Executive’s Employment
Agreement, an amount equal to the sum of (A) one-twelfth of the Executive’s highest average annual
base salary with the Company during the three-year period prior to the Date of Termination and (B)
one-twelfth of the Executive’s highest annual target bonus amount with the Company during the
three-year period prior to the Date of Termination; and (ii) if a Change in Control has occurred in
the twenty-four (24) months immediately preceding the Date of Termination, or if the Executive’s
employment with the Company is terminated prior to the date on which a Change in Control occurs,
and it is reasonably demonstrated by the Executive that such termination of employment was at the
request of a third party who had then taken steps reasonably calculated to effect a future Change
in Control or otherwise arose in connection with or in anticipation of a future Change in Control,
then on a monthly basis, in accordance with the Company’s standard payroll practice prior to the
Date of Termination, for a period of twelve (12) months following the Date of Termination, an
amount equal to the sum of (A) one-twelfth of the Executive’s highest average annual base salary at
the Company during the three-year period prior to the Date of Termination and (B) one-twelfth of
the Executive’s highest annual target bonus amount at the Company during the three-year period
prior to the Date of Termination.
(c) If (i) no Change in Control has occurred in the twenty-four (24) months immediately
preceding the Date of Termination, then (A) provided the Executive is eligible to make and makes a
timely election for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended (“COBRA”) under any group health plan, continuation of coverage in effect for
the Executive at the Date of Termination shall be provided under such plans of the Company, without
a premium charge or cost to the Executive for the greater of a period of six (6) months following
the Date of Termination or until the expiration of the Executive’s Employment Agreement, or, if
earlier, until the date the Executive is no longer eligible for COBRA (whether because the
Executive is covered by a new employer’s group health or otherwise); provided, however, the
Executive agrees to notify the Company immediately if the Executive becomes covered by another
group health plan; and (B) reimbursement to the Executive under the Company’s Executive Edge plan
for the twelve
(12) month period commencing after the Date of Termination, which reimbursement shall continue
even if the Executive commences new employment; provided, however, that any reimbursements made to
the Executive for Executive Edge shall not exceed Ten Thousand Dollars ($10,000.00); and (ii) if a
Change in Control has occurred in the
twenty-four (24) months immediately preceding the Date of
Termination, or if the Executive’s employment with the Company is terminated prior to the date on
which a Change in Control occurs, and it is reasonably demonstrated by the Executive that such
termination of employment was at the request of a third party who had taken steps reasonably
calculated to effect a future Change in Control or otherwise arose in connection with or in
anticipation of a future Change in Control, then (A) provided the Executive is eligible to make and
makes a timely election for continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“COBRA”) under any group health plan, continuation of
coverage in effect for the Executive at the Date of Termination shall be provided under such plans
of the Company, without a premium charge or cost to the Executive for the greater of a period of
six (6) months following the Date of Termination or until the expiration of the Executive’s
Employment Agreement, or, if earlier, until the date the Executive is no longer eligible for COBRA
(whether because the Executive is covered by a new employer’s group health or otherwise); provided,
however, the Executive agrees to notify the Company immediately if the Executive becomes covered by
another group health plan; and (B) reimbursement to the Executive under the Company’s Executive
Edge plan for the twelve (12) month period commencing after the Date of Termination, which
reimbursement shall continue even if the Executive commences new employment; provided, however,
that any reimbursements made to the Executive for Executive Edge shall not exceed Ten Thousand
Dollars ($10,000.00).
(d) The Executive shall only be entitled to the severance, the COBRA payments (if applicable)
and the Executive Edge reimbursements described in Sections 1.2(b)-(c) of this Agreement if (i) the
Executive executes (and then the Executive does not rescind, as may be permitted by law) a general
release of all claims against the Company and its affiliates in the form required by the Company,
and (ii) the Executive continues to comply with the Executive’s continuing obligations under the
Employment Agreement. The Company shall pay the Executive the severance payments and commence
payments of the reimbursements described in Sections 1.2(b)-(c) on the first regular payroll period
following the effective date of the general release as set forth in the general release.
1.3 Termination For Cause. The Company may terminate the Executive’s employment for
Cause at any time effective immediately upon written notice. Except for payment of the Accrued
Obligations (or as otherwise required by law), upon termination for Cause, regardless of whether
any Change in Control has occurred prior to, or occurs at or after, the Date of Termination, the
Company shall have no further obligation to the Executive under this Agreement by way of
compensation or otherwise.
1.4 Resignation Without Good Reason. The Executive may terminate her employment
without Good Reason at any time by giving the Company thirty (30) days’ advance written notice of
such termination. Except for the payment of the Accrued
Obligations (or as otherwise required by law), upon such termination without Good Reason,
regardless of whether any Change in Control has occurred prior to, or occurs at or after, the Date
of Termination, the Company shall have no further obligation to the Executive under this Agreement
by way of compensation or otherwise.
1.5 Death. The Executive’s employment will terminate immediately upon the Executive’s
death. Except for payment of the Accrued Obligations (or as otherwise required by law), upon
termination for death, regardless of whether any Change in Control has occurred prior to, or occurs
at or after, the Date of Termination, the Company shall have no further obligation to the
Executive’s heirs, legatees or estate under this Agreement by way of compensation or otherwise.
1.6 Disability. The Company may terminate the Executive’s employment at any time upon
the Executive’s Disability (as defined below) by giving the Executive thirty (30) days’ advance
written notice of such termination. Except for payment of the Accrued Obligations (or as otherwise
required by law), upon termination for Disability, regardless of whether any Change in Control has
occurred prior to, or occurs at or after, the Date of Termination, the Company shall have no
further obligation to the Executive under this Agreement by way of compensation or otherwise.
1.7 Continuing Obligations. Upon the Executive’s termination for any reason set forth
in this Section 1 (except death), the Executive shall continue to be bound by the Executive’s
continuing obligations set forth in the Employment Agreement, which agreement shall continue in
full force and effect.
1.8 Mitigation. The Executive shall not be required to mitigate the amount of any
payment or benefits provided for in this Section 1 by seeking other employment or otherwise. The
amount of any payment or benefits provided for in this Section 1 shall not be reduced by any
compensation earned by the Executive as a result of employment by another employer or self
employment, by retirement benefits, by offset against any amount claimed to be owed by the
Executive to the Company, or otherwise.
2. Key Definitions. As used in this Agreement, the following terms shall have the
meanings indicated:
2.1 “Cause” shall mean an action or actions by the Executive during the employment
including:
(a) repeated refusal or repeated failure to carry out any reasonable direction from the
Company or its Board;
(b) a material breach of the terms or conditions of the Executive’s employment;
(c) demonstrated gross negligence or misconduct in the execution of the Executive’s assigned
duties;
(d) habitual non-performance or incompetent performance of the Executive’s duties and
responsibilities;
(e) a conviction for a felony or other serious crime involving moral turpitude;
(f) engaging in fraud, embezzlement or other illegal conduct;
(g) a violation of the Executive’s Employment Agreement; or
(h) a material violation of any written policy or procedure of the Company, including ethics
guidelines adopted from time to time by the Board.
2.2 “Change in Control” shall mean an event or occurrence set forth in any one or more
of subsections (a) through (c) below (including an event or occurrence that constitutes a Change in
Control under one of such subsections but is specifically exempted from another such subsection):
(a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)
of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more
of either (i) the then-outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (ii) the combined voting power of the then-outstanding securities of the Company
entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change in Control: (w) any acquisition directly from the
Company (excluding an acquisition pursuant to the exercise, conversion or exchange of any security
exercisable for, convertible into or exchangeable for common stock or voting securities of the
Company, unless the Person exercising, converting or exchanging such security acquired such
security directly from the Company or an underwriter or agent of the Company); (x) any acquisition
by the Company in which all or substantially all of the individuals and entities who were the
beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such acquisition beneficially own, directly or indirectly, more than 50% of
the then-outstanding shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors, respectively, of the resulting
or acquiring corporation in such acquisition (which shall include, without limitation, a
corporation which as a result of such transaction owns the Company or substantially all of the
Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring
corporation is referred to herein as the “Acquiring Corporation”) in substantially the same
proportions as their ownership, immediately prior to such acquisition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively; (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company; or (z) any acquisition by
any corporation pursuant to a transaction which complies with clauses (i) and (ii) of
subsection (c) of this Section 2.2; or
(b) the consummation of a merger, consolidation, reorganization, recapitalization or share
exchange involving the Company or a sale or other disposition of all or substantially all of the
assets of the Company in one or a series
of transactions (a “Business Combination”), unless, immediately following such Business
Combination, each of the following two conditions is satisfied: (i) all or substantially all of the
individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the
combined voting power of the then-outstanding securities entitled to vote generally in the election
of directors, respectively, of the resulting or acquiring corporation in such Business Combination
(which shall include, without limitation, a corporation which as a result of such transaction owns
the Company or substantially all of the Company’s assets either directly or through one or more
subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring
Corporation”) in substantially the same proportions as their ownership, immediately prior to such
Business Combination, of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, respectively; and (ii) no Person (excluding the Acquiring Corporation or any employee
benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly, 50% or more of the then outstanding shares
of common stock of the Acquiring Corporation, or of the combined voting power of the
then-outstanding securities of such corporation entitled to vote generally in the election of
directors (except to the extent that such ownership existed prior to the Business Combination); or
(c) approval by the stockholders of the Company of a complete liquidation or dissolution of
the Company.
2.3 “Disability” shall mean the Executive’s inability to perform the essential
functions of her job duties or responsibilities, either with or without reasonable accommodation,
due to sickness, physical or mental impairment or injury for a period of six (6) consecutive months
or for nine (9) months in any consecutive twelve (12) month period, subject to applicable law. In
the event the Executive disputes the Company’s determination that the Executive suffers from a
Disability, the Executive shall give written notice of such dispute to the Company during the
thirty (30) day notice period prior to the proposed effective date of such termination, and the
Executive and the Company shall thereupon each select, within thirty (30) days of such notice from
the Executive, a physician to evaluate whether the Executive suffers from a Disability. Such
physicians shall complete their evaluation and report to the Board within thirty (30) days. If
such physicians do not agree as to whether the Executive suffers from a Disability, they shall
promptly select a third physician to further evaluate the Executive, whose conclusion on such
matter shall be rendered within ten (10) days of their selection, and shall be final and binding on
the Executive and the Company.
2.4 “Good Reason” shall mean any of the following conditions:
(a) a material diminution in the Executive’s base salary;
(b) a material diminution in the Executive’s authority, duties, or responsibilities;
(c) a material diminution in the authority, duties, or responsibilities of the supervisor to
whom the Executive is required to report, including a requirement that the Executive report to a
corporate officer or other employee instead of reporting directly to the Board; or
(d) a material change in the geographic location at which the Executive must perform the
services.
3. Taxes.
3.1 Notwithstanding any other provision of this Agreement, and except as set forth in Section
3.3, in the event the Company determines, based upon the advice of the independent public
accountants for the Company, that any payment or benefit to the Executive or for the Executive’s
other benefit paid or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise would individually or together with any other such payment or benefit
constitute “parachute payments” under Section 280G(b)(2) of the Internal Revenue Code of 1986, as
amended (the “Code”), then the Company shall not be obligated to provide to the Executive a portion
of any parachute payments provided under this Agreement that constitute “excess parachute payments”
under Section 280G(b)(1) of the Code otherwise payable to the Executive. For purposes of this
Section 3, any “excess parachute payments” so eliminated shall be referred to as the “Eliminated
Payments” and the aggregate amount of such “Eliminated Payments” shall be referred to as the
“Eliminated Amount.”
3.2 Notwithstanding any other provision of this Agreement, no such reduction in “excess
parachute payments” shall be made if the Eliminated Amount (computed without regard to this
sentence) exceeds 110% of the aggregate present value (determined in accordance with Section 280G
of the Code and the applicable regulations thereunder) of the amount of any additional taxes that
would be incurred by the Executive if the Eliminated Payments (determined without regard to this
sentence) were paid to her (including, state and federal income taxes on the Eliminated Payments,
the excise tax imposed by Section 4999 of the Code payable with respect to all of the “parachute
payments” in excess of the Executive’s “base amount” (within the meaning of Section 280G(b)(3) of
the Code), and any withholding taxes). The override of such reduction in “excess parachute
payments” pursuant to this Section 3.2 shall be referred to as a “Section 3.2 Override.” For
purpose of this Section, if any federal or state income taxes would be attributable to the receipt
of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the amount of
the Eliminated Payment by the maximum combined federal and state income tax rate provided by law.
3.3 As soon as reasonably practicable after the date on which the Executive first becomes
entitled under this Agreement to receive (whether or not then due) a “parachute payment” as a
result of a termination of employment after a Change in Control, the Company shall determine and
notify the Executive (with reasonable detail regarding the basis for its determinations) (a) which
“parachute payments” constitute “excess parachute payments” within the meaning of Section 280G of
the Code, (b) the Eliminated Amount, and (c) whether the Section 3.2 Override is applicable. If
there is an
Eliminated Amount, the independent public accountants for the Company shall determine which
consideration, compensation or benefits shall be eliminated or reduced in accordance with this
Section 3.2 and to what extent they shall be so eliminated or reduced, in such manner that the
Executive shall retain, after such elimination or reduction, the maximum after-tax benefit.
3.4 409A.
(a) The Company and the Executive intend that this Agreement will be administered in
accordance with Section 409A of the Code, and the rules and regulations promulgated thereunder
(“Section 409A”).
(b) The Executive hereby acknowledges that he has been advised to seek and has sought the
advice of a tax advisor with respect to the tax consequences to the Executive for all payments
pursuant to this Agreement, including any adverse tax consequences or penalty taxes under Section
409A and applicable State tax law. The Executive hereby agrees to bear the entire risk of any such
adverse federal and State tax consequences and penalty taxes in the event any payment pursuant to
this Agreement is deemed to be subject to Section 409A, and that no representations have been make
to the Executive relating to the tax treatment of any payment pursuant to this Agreement under
Section 409A and the corresponding provisions of any applicable State income tax laws (including,
without limitation, California income tax laws).
(c) The Company and the Executive agree that, for purposes of applying Section 409A, the
Executive’s right to each severance payment in accordance with the Company’s then current payroll
practices and to the Company’s payment of monthly premium payments for COBRA continuation coverage
premiums to or on behalf of the Executive under this Agreement shall be treated as a right to a
series of separate payments.
(d) If the Executive is a “specified employee” in accordance with Section 409A, as determined
by the Compensation Committee of the Board in its sole discretion, as of the date of the
Executive’s “separation from service,” as defined in Section 409A, and if any payments or
entitlements provided for in this Agreement on account of the Executive’s separation from service
constitute a “deferral of compensation” within the meaning of Section 409A and cannot be paid or
provided in the manner provided herein without subjecting the Executive to additional tax, interest
or penalties under Section 409A, then no such payment or benefit shall be paid or provided to the
Executive prior to the first business day of the seventh calendar month immediately following the
month in which the Executive’s separation from service occurs or, if earlier, the Executive’s
death, at which time all such deferred payments shall be paid in a lump sum, without interest.
(e) Notwithstanding anything in this Section 3.4 to the contrary, the six (6) month delay of
payments shall not apply to (i) any severance or other payments or benefits that become due and
payable during the period commencing with the Date of Termination and ending on March 15 of the
succeeding calendar year and
which qualify as “short-term deferral payments” under Section 409A, and (ii) any remaining
severance or other payments or benefits provided after the Executive’s separation from service to
the extent (A) that the dollar amount of such payments does not exceed two (2) times the lesser of
(x) the Executive’s annualized compensation (based on the Executive’s annual rate of pay for the
calendar year preceding the calendar year in which the separation from service occurred, adjusted
to reflect any increase during such calendar year which was expected to continue indefinitely had
the Executive’s separation from service not occurred) or (y) the maximum amount of compensation
that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code
for the calendar year in which the separation from service occurred, and (B) such severance or
other payments are made to the Executive no later than the last day of the second calendar year
following the calendar year in which the separation from service of the Executive occurs.
4. Miscellaneous Provisions.
4.1 Severability. In the event that any of the provisions of this Agreement shall be
held to be invalid or unenforceable, then all other provisions shall nevertheless continue to be
valid and enforceable as though the invalid or unenforceable parts had not been included in this
Agreement. In the event that any provision relating to the time period of any restriction imposed
by this Agreement shall be declared by a court of competent jurisdiction to exceed the maximum time
period which such court deems reasonable and enforceable, then the time period of restriction
deemed reasonable and enforceable by the court shall become and shall thereafter be the maximum
time period.
4.2 Binding Agreement. This Agreement shall be binding upon the Executive and her
successors-in-interest, and the Company. The Company shall undertake commercially reasonable
efforts to require any successor or assign to all or substantially all of the business and/or
assets of the Company (whether direct or indirect, by purchase, merger, consolidation or
otherwise), to assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform this Agreement if no such succession or assignment
had taken place. In any such event, the term “the Company” as used in this Agreement shall mean
any such successor or assign.
4.3 Governing Law. This Agreement shall be construed and enforced according to the
laws of the State of California, excluding its choice of law rules.
4.4 Entire Agreement. This Agreement (which incorporates by reference, the Employment
Agreement) supersedes all previous promises, representations, and agreements, written or oral,
between the Company and the Executive relating to the subject matter herein. For avoidance of
doubt, this Agreement supersedes and replaces Section 12 in its entirely contained in the
Employment Agreement relating to termination of employment, severance and Change in Control, and
shall constitute a written modification of such provisions as required under Employment Agreement.
All other Sections of the Employment Agreement which do not pertain or relate to termination,
severance or Change in Control are not superseded by this Agreement and
SM&A Confidential
XxXxxxxx Executive Severance and Retention Agreement
XxXxxxxx Executive Severance and Retention Agreement
shall continue in full force and effect. This Agreement cannot be modified or amended except
by a writing signed by the Executive and a duly authorized officer of the Company.
4.5 Notices. All notices, demands, requests, consents, approvals or other
communications (collectively “Notices”) required or permitted to be given hereunder or which are
given with respect to this Agreement shall be in writing and shall be personally served or
deposited in the United States mail, registered or certified, return receipt requested, postage
prepaid, addressed as set forth below, or such other address as such party shall have specified
most recently by written notice. Notices shall be deemed given on the date of service if
personally served. Notices mailed as provided herein shall be deemed given on the third business
day following the date so mailed:
| To the Company: | SM&A | |||
| 0000 XxxXxxxxx Xxxxx, Xxxxx 000 | ||||
| Xxxxxxx Xxxxx, XX 00000 | ||||
| Attention: Senior Vice President Human Resources |
| To the Executive: | ||||||
4.6 Employment by Subsidiary. For purposes of this Agreement, the Executive’s
employment with the Company shall not be deemed to have terminated solely as a result of the
Executive continuing to be employed by a subsidiary of the Company.
4.7 Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original but both of which together shall constitute one and the same
instrument.
4.8 Any payments, except for reimbursements, provided for hereunder shall be paid net of any
applicable tax withholding required under federal, state or local law.
5. Arbitration. The Executive and the Company agree that all claims arising out of or
relating to this Agreement shall be resolved by binding arbitration. The dispute will be
arbitrated in accordance with the rules of the American Arbitration Association. The parties agree
to file any demand for arbitration within the time limit established by the applicable statute of
limitations for the asserted claims or within one (1) year of the conduct that forms the basis of
the claim if no statutory limitation is applicable. Failure to demand arbitration within the
prescribed time period shall result in waiver of said claims. This Agreement expressly does not
prohibit either party from seeking provisional relief including, without limitation, injunctive or
similar relief, from any court of competent jurisdiction as may be necessary to protect their
respective rights and interests
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pending arbitration, particularly if necessary to avoid irreparable harm, including pursuant
to California Code of Civil Procedure Section 1281.8.
This pre-dispute resolution agreement will cover all matters directly or indirectly related to
the interpretation and enforcement of this Agreement including the termination of the Executive’s
employment, but excluding any claims which are not subject to arbitration by law. THE PARTIES
UNDERSTAND AND AGREE THAT THEY ARE WAIVING THEIR RIGHTS TO BRING SUCH CLAIMS TO COURT, INCLUDING
THE RIGHT TO A JURY TRIAL.
6. Acknowledgment by the Executive. The Executive has carefully read and considered
the terms and conditions of this Agreement and agrees that all of the above-stated restrictions,
obligations and promises are fair and reasonable and reasonably required for the protection of the
interests of the Company. The Executive acknowledges that she has been advised to consult with a
counsel of her own choosing regarding this Agreement. The Executive further acknowledges that the
goodwill and value of the Company is enhanced by these provisions and that said enhancement is
desired by the Executive. The Executive indicates her acceptance of this Agreement by signing and
returning the enclosed copy of this Agreement where indicated below.
[Remainder of Page Intentionally Left Blank]
SM&A Confidential
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XxXxxxxx Executive Severance and Retention Agreement
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above
written.
| SM&A | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Xxxxxx X. Xxxxxx | ||||||
| Chairman, Compensation Committee | ||||||
| of the Board of Directors | ||||||
| EXECUTIVE | ||||||
| /s/ Xxxxx X. XxXxxxxx | ||||||
| Xxxxx X. XxXxxxxx | ||||||
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XxXxxxxx Executive Severance and Retention Agreement
