8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 17, 2006

SM&A
__________________________________________
(Exact name of registrant as specified in its charter)

California	0-23585	33-0080929
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
4695 MacArthur Court, 8th Floor, Newport Beach, California		92660
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (949) 975-1550

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 17, 2006, SM&A, a California corporation, entered into Amendment Number 5 to the Employment Agreement (the "Agreement") with Cathy L. McCarthy (formerly Wood), President and COO of the Company.

A copy of the Agreement is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

Amendment Number 5 to the Employment Agreement with Cathy L. McCarthy dated April 17, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SM&A
April 21, 2006	By:	/s/ Steve D. Handy
		Name: Steve D. Handy
		Title: SVP, Chief Financial Officer and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Amendment Number 5 to the Employment Agreement with Cathy L. McCarthy dated April 17, 2006.

EX-99.1

SM&A

AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT
OF
CATHY L. McCARTHY

This Amendment No. 5 to Employment Agreement (this “Amendment”) is entered into as of April 17, 2006 by and between SM&A, a California corporation formerly known as Emergent Information Technologies, Inc. (“SM&A”), and Cathy L. McCarthy (formerly Wood) (“Employee”), with reference to the following:

A. SM&A and Employee are parties to that certain Employment Agreement effective November 13, 2001, as amended by Amendment No. 1 to Employment Agreement dated as of October 4, 2002, Amendment No. 2 to Employment Agreement dated as of January 30, 2003, Amendment No. 3 to Employment Agreement dated as of January 20, 2004 and Amendment No. 4 to Employment Agreement dated as of July 2, 2004 (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 a change in the terms of the Employment Agreement.

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:

1. Duties. Section 2.1 of the Employment Agreement shall be amended and restated to read in its entirety as follows:

2.1. Employee agrees that during the Employment, Employee shall devote her full-time efforts to her duties as an employee of the Company, now or in the future assigned to Employee by the Company. Employee shall serve as President and Chief Operating Officer of the Company.

2. Second Incentive Bonus: A new Paragraph 2A shall be added to Exhibit A to the Employment Agreement, entitled “Second Incentive Bonus”, and shall read in its entirety as follows:

“SECOND INCENTIVE BONUS. In addition to the Base Salary described above and the Incentive Bonus described in Paragraph 2 above, if SM&A has at least $70 million in fiscal 2006 revenues, Employee will be eligible to receive incentive compensation in the amount of $10,000 per $1 million in revenue for fiscal 2006 in excess of $70 million. The maximum Second Incentive Bonus is $100,000.”

3. Automobile Lease. A new Paragraph 10 shall be added to Exhibit A to the Employment Agreement, which shall read in its entirety as follows:

“AUTOMOBILE LEASE. In lieu of an automobile allowance, SM&A shall lease, at a cost of no more than $1,300.00 per month, an automobile of Employee’s choice. In addition, the reasonable cost of annual insurance, fuel, maintenance, cleaning and repair shall be borne by SM&A.

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 hereof and supersede 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 April 17, 2006.

SM&A

By: /s/ Steven S. Myers

Steven S. Myers
Chairman and
Chief Executive Officer
And

By: /s/ Joseph B. Reagan

Joseph B. Reagan
Chairman, Compensation Committee

By: /s/ Cathy L. McCarthy

Cathy L. McCarthy