8-K/A

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

FORM 8-K/A

(Amendment No. 1)

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 26, 2011

Smith Micro Software, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-26536	33-0029027
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

51 Columbia, Aliso Viejo, California	92656
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (949) 362-5800

None

(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:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 4d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     As previously reported, effective April 26, 2011, Jonathan Kahn was terminated from his position as Executive Vice President and General Manager for Productivity & Graphics of Smith Micro Software, Inc. (the “Company”).

     In connection with Mr. Kahn’s termination, effective May 13, 2011, Mr. Kahn and the Company entered into an Agreement and General Release (the “Severance Agreement”). The Severance Agreement provides that Mr. Kahn, in exchange for granting a general release of claims in favor of the Company and its officers, directors, employees and other affiliates, will be provided with severance benefits consisting of (i) a lump-sum payment of $62,500 and (ii) if Mr. Kahn elects to continue receiving group health insurance coverage pursuant to the federal “COBRA” law, reimbursement of the cost of the premium for such coverage through July 31, 2011.

     The foregoing description of the Severance Agreement is only a summary and is qualified in its entirety by the full text of such agreement, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Agreement and General Release, by and between Jonathan Kahn and Smith Micro Software, Inc.

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.

		SMITH MICRO SOFTWARE, INC.
		(Registrant)
May 20, 2011	By:	/s/ Andrew C. Schmidt
Date		Name: Andrew C. Schmidt
		Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

AGREEMENT AND GENERAL RELEASE

          This Agreement and General Release (“Agreement”) is made and entered into by and between Smith Micro Software, Inc. (“Employer”) on the one hand, and Jonathan Kahn, his heirs, executors, administrators, successors and assigns (collectively, “Employee”) on the other. Employer and Employee agree that:

          1. Last Day of Employment. Employee’s last day of employment with Employer was April 26, 2011.

          2. Consideration. In consideration for signing this Agreement and compliance with the promises made herein, Employer agrees to pay Employee a lump sum amount of Sixty-Two Thousand, Five Hundred dollars ($62,500.00), less lawful deductions, ten (10) calendar days after the Employer’s receipt of an original of this Agreement signed by Jonathan Kahn. Employer also agrees that, if Employee properly and timely elects to continue medical and dental coverage under the Cigna plan in accordance with the continuation requirements of COBRA, Employer shall reimburse the cost of the premium for such coverage beginning on the last day of employment and ending on July 31, 2011. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period, at Employee’s own expense, subject to the provisions of the American Recovery and Reinvestment Act of 2009.

          3. No Consideration Absent Execution of this Agreement. Employee understands and agrees that he would not receive the amount specified in section 2 above, except for his execution of this Agreement and the fulfillment of the promises contained in this Agreement.

          4. Revocation. Employee has twenty-one (21) calendar days to consider and execute this Agreement. Employee may revoke this Agreement for a period of seven (7) calendar days following the day Employee signs this Agreement. Any revocation within this period must be submitted in writing and state: “I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be personally delivered to Barbie Stevenson, Vice President, Human Resources at Smith Micro Software, Inc., 51 Columbia, Aliso Viejo, California 92656, or mailed to Barbie Stevenson at the same address and postmarked within seven (7) calendar days after Employee signs this Agreement. This Agreement will not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday or legal holiday in the state in which Employee was employed at the time of his last day of employment, then the revocation period will not expire until the next following day which is not a Saturday, Sunday or legal holiday.

          5. General Release of Claims. Employee knowingly and voluntarily releases and forever discharges Employer, its parent corporation, affiliates, subsidiaries, divisions, predecessors, insurers, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof both individually and in their business capacities (collectively, “Releasees”) of and from any and all claims, known and unknown, asserted or

unasserted, which Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of:

• Title VII of the Civil Rights Act of 1964, as amended;

• The Civil Rights Act of 1991;

• The Family and Medical Leave Act;

• Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

• The Employee Retirement Income Security Act of 1974, as amended (except for any vested benefits under any tax qualified benefit plan;

• The Immigration Reform and Control Act, as amended;

• The Americans with Disabilities Act of 1990, as amended;

• The Age Discrimination in Employment Act of 1967, as amended;

• The Older Workers Benefit Protection Act;

• The Worker Adjustment and Retraining Notification Act,
as amended;

• The Fair Credit Reporting Act;

• The Occupational Safety and Health Act, as amended;

• The California Fair Employment and Housing Act, as amended;

• The California Labor Code, except as otherwise prohibited by law;

• The Equal Pay Act;

• California Equal Pay Law, as amended;

• Any other federal, state or local law, rule, regulation or ordinance;

• Any public policy, contract, tort or common law claim; and/or

• Any basis for recovering costs, fees, penalties or other expenses including attorneys’ fees incurred in these matters.

          Notwithstanding any of the foregoing, this Agreement does not extend to rights which as a matter of law cannot be waived or released.

          6. Waiver of Claims. Employee understands and agrees that this Agreement extends to all claims, of every nature and kind whatsoever, known or unknown, suspected or unsuspected, enumerated in this Agreement or otherwise. Employee understands and agrees that he may hereafter discover facts different from or in addition to those he now knows or believes to be true in respect to the claims, demands, damages, liabilities, actions or causes of action herein released, and he agrees that this Agreement is and will remain in effect in all respects as a complete and general release as to the matters to be released, notwithstanding any such different and additional facts.

          7. Waiver of Civil Code Section 1542. Employee hereby waives the provisions of section 1542 of the California Civil Code, which provides as follows:

A general release does not extend to claims which
the creditor does not know or suspect to exist in
his or her favor at the time of executing the release,
which if known by him or her must have materially
affected his or her settlement with the debtor.

          8. Indemnity. Notwithstanding anything to the contrary in this Agreement, Employer agrees to indemnify and defend Employee from any claim, demand, action or cause of action asserted against Employee arising within the scope of Employee’s employment with Employer to the extent required by the bylaws of Smith Micro Software, Inc. and applicable federal or state law.

          9. Affirmations. Employee affirms that Employee: (a) has not filed or caused to be filed any claim, complaint or action against Employer in any forum or form; (b) is not a party to any claim, complaint or action against Employer in any forum or form; (c) has been paid all compensation, wages, bonuses, commissions, stock, stock options and/or benefits to which Employee may be entitled, and that no other compensation, wages, bonuses, commissions, stock, stock options and/or benefits are due to him, except as provided in this Agreement; (d) has no known workplace injuries or occupational diseases; (e) has been provided and/or has not been denied any leave requested under the federal Family and Medical Leave Act or any applicable state leave law; and (f) has received any business expenses required to be reimbursed through the date of this Agreement.

          Employee and Employer acknowledge and affirm that nothing in this Agreement is intended to or will preclude Employee from filing a complaint and/or charge with any federal, state or local government agency, including the Equal Employment Opportunity Commission, the U.S. Department of Labor, the California Department of Fair Employment and Housing or the California Division of Labor Standards Enforcement, or any other local, federal or state agency, and/or cooperating with said agency in any investigation. Employee, however, will not be entitled to receive any relief, recovery or monies in connection with any complaint or charge brought against Employer.

          Employee affirms that Employee has returned all of Smith Micro Software, Inc.’s property, documents, and/or any confidential information in Employee’s possession or control, with the exception of his computer. Employee also affirms that Employee is in possession of all of Employee’s personal property that Employee had at Smith Micro Software, Inc.’s premises and that Smith Micro Software, Inc. is not in possession of any of Employee’s personal property.

          10. Confidentiality. Employee agrees not to disclose any information regarding the underlying facts leading up to this Agreement, or the existence or substance of this Agreement, except to Employee’s spouse, tax advisor and/or an attorney with whom Employee chooses to consult regarding this Agreement.

          11. No Disparagement. Employee and Employer agree not to make any

disparaging or negative statements about Employer or Employee after his employment ends.

          12. Waiver of Future Employment. Employee acknowledges that because of circumstances unique to him including, but not limited to, irreconcilable differences with Employer, he will not be qualified to hold any position with Smith Micro Software, Inc. or any of its affiliate companies now or in the future. Employee therefore agrees to waive any right he may have to apply for employment at any time in the future with Smith Micro Software, Inc. or its affiliate companies. Except as provided in section 9, Employee agrees to waive any right to seek any legal or administrative remedy of any kind should Employer refuse to hire Employee at any time in the future.

          13. Governing Law and Interpretation. This Agreement will be governed and conformed in accordance with the laws of the state of California without regard to its conflict of laws provision. In the event the Employee or Employer breaches any provision of this Agreement, Employee and Employer affirm that either may institute an action specifically to enforce any term or terms of this Agreement and/or seek any damages for breach. Should any provision of this Agreement, other than the general release language, be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision will immediately become null and void, leaving the remainder of this Agreement in full force and effect. Nothing in this Agreement is intended to waive or release any claims arising out of a breach of this Agreement, and such claims are expressly omitted from the release in this Agreement.

          14. No Admission of Wrongdoing. Employer and Employee agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission of wrongdoing by Releasees or evidence of any liability or unlawful conduct of any kind.

          15. Amendment. This Agreement may not be modified, altered or changed, except in writing and signed by both parties wherein specific reference is made to this Agreement.

          16. Entire Agreement. This Agreement sets forth the entire agreement between Employer and Employee, and fully supersedes any prior agreements or understandings between them. Employee acknowledges that he has not relied on any representations, promises or agreements of any kind made to him in connection with his decision to accept this Agreement, except for those set forth in this Agreement.

          EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT.

          EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EMPLOYEE SIGNS THIS AGREEMENT IN THE MANNER DESCRIBED IN SECTION 4 OF THIS AGREEMENT.

          EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

          EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.

          The parties knowingly and voluntarily sign this Agreement and General Release as of the date(s) set forth below:

Smith Micro Software, Inc.
By:	/s/ Barbie Stevenson
	Barbie Stevenson
	Vice President, Human Resources
Date:	May 13, 2011

	/s/ Jonathan Kahn
	Jonathan Kahn
Date: May 9, 2011