EXHIBIT 10.8
SM&A
AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT
OF
XXXXXX X. XXXXX
This Amendment No. 4 to Employment Agreement (this "Amendment") is
entered into as of January 20, 2003 by and between SM&A, a California
corporation formerly known as Emergent Information Technologies, Inc. ("SM&A"),
and Xxxxxx X. Xxxxx ("Employee"), with reference to the following:
A. SM&A and Employee are parties to that certain Employment Agreement effective
as of February 1, 2000, as amended by Amendment No. 1 to Employment Agreement
dated as of December 29, 2000, Amendment No. 2 to Employment Agreement dated as
of January 11, 2002, and Amendment No. 3 to Employment Agreement dated as of
January 30, 2003 (as amended, the "Employment Agreement") pursuant to which
Employee has agreed to perform services for SM&A on the terms and conditions set
forth therein.
B. Employee and SM&A desire to amend the Employment Agreement to reflect certain
agreed upon changes in the terms thereof.
NOW, THEREFORE, in consideration of the promises and obligations
contained herein and in the Employment Agreement, SM&A and Employee agree to
amend the Employment Agreement as follows, with each such amendment to become
effective as of January 1, 2004:
1. Term. Section 1.2 of the Employment Agreement shall be amended and
restated to read in its entirety as follows:
1.2. This Agreement shall be effective as of February 1, 2000 (the
"Effective Date") and shall terminate on June 30, 2006 unless sooner
terminated pursuant to the terms set forth below.
2. Incentive Bonus: Paragraph 7 of Exhibit A to the Employment
Agreement, entitled "Incentive Bonus", shall be amended and restated to read in
its entirety as follows:
"INCENTIVE BONUS. In addition to the Base Salary described in the
Employment Agreement, Employee will receive incentive compensation in
the amount of 3.25% of the Company's earnings before interest, taxes,
depreciation and amortization charges ("EBITDA") for each calendar
quarter, provided that the aggregate amount of incentive compensation
earned for any fiscal year shall not exceed $400,000. The incentive
compensation to be received for any fiscal quarter shall be paid to
Employee within 45 days after the end of that quarter.
3. Medical Cost Reimbursement. A new paragraph 9 shall be added to
Exhibit A to the Employment Agreement, which shall read in its entirety as
follows:
The Employee shall be entitled to receive reimbursement for documented
medical expenses of the Employee and his dependents not otherwise
covered by the Company's medical plan and long term care and disability
insurance coverage for the Employee.
4. General. Headings used in this Amendment are for convenience only and
are not intended to affect the meaning or interpretation of this Amendment.
Except as set forth in this Amendment, the Employment Agreement shall remain in
full force and effect. The Employment Agreement (as superseded in part by this
Amendment) each prior amendment, and this Amendment constitute the entire
agreement among the parties with respect to the subject matter hereto and
supersedes any and all other agreements, either oral or in writing, among the
parties with respect to the subject matter hereof. Each party represents and
warrants to the other that the Employment Agreement and this Amendment
constitute the legal, valid and binding obligation of such party, enforceable in
accordance with their terms. Any other amendment or modification may only be in
a writing executed by all of the parties hereto.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
January 20, 2003.
SM&A
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Executive Vice President and
Chief Financial Officer
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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