Exhibit
10.2


RETIREMENT AGREEMENT


This Retirement Agreement (“Agreement”) is entered into as of March 9,
2007 by and between SM&A, a Delaware corporation (the “Company”), and
Steven S. Myers (“Employee”), with reference to the following:


WHEREAS, the Employee’s Employment Agreement effective as of February
1, 2000, as amended (the “Employment Agreement”) shall terminate coincident
with Employee’s Retirement effective March 31, 2007, except for those
provisions which survive as set forth herein;


WHEREAS, the Company desires to pay the Employee a retirement payment
in recognition of the Employee’s past contributions and services to the
Company; and


WHEREAS, the Employee, on the one hand, and the Company, on the other
hand, desire to settle and dispose of any and all existing or potential claims,
rights and obligations arising out of or relating to the Employee’s employment,
retirement and relationship with the Company, or any other claims whatsoever
between them through the Effective Date of this Agreement, on the terms and
conditions set forth herein.


NOW THEREFORE, in consideration of the promises contained herein, the
parties agree as follows:


AGREEMENT


1.                                       Consideration.


a.                                       In return for the promises contained herein,
the Company shall pay the Employee a lump sum in the amount of Five Hundred
Thousand Dollars and no cents ($500,000), less all legally required tax
withholdings (the “Retirement Payment”). 
The Company shall cause the Retirement Payment to be paid to the
Employee as promptly as possible following April 1, 2007, assuming Employee
executes and does not revoke any portion of this Agreement as set forth in
Section 5 below.


b.                                      The Employee agrees that in return for the
Retirement Payment, he will not seek any additional payments, bonuses
(including without limitation, a separate incentive compensation bonus payment
for the first quarter of 2007 under the Company’s Incentive Compensation Plan,
which is included within the Retirement Payment), compensation, rights or
benefits from the Company, including under the Employment Agreement, or any
purported extensions thereof, and in lieu (at least through the 2008 Annual
Shareholders Meeting) of any stock grants or annual retainer, or meeting fees
receivable, for service as a director or the Company, should Employee so choose
to serve and be elected to serve.


2.                                       Benefits.  All of the Company’s benefits
including the Employee’s health insurance benefits shall cease as of March 31,
2007, subject to the Employee’s right to continue health insurance under
Consolidated Omnibus Budget Reconciliation Act (COBRA).


3.                                       Employment Agreement.  The
parties agree that the Employment Agreement shall expire effective March 31,
2007 except for Sections 6.2, 7, 8, 9 and 11 which sections survive
expiration.  Employee shall receive his
salary and benefits through March 31, 2007.













4.                                       Mutual and General Release of Claims.


a.                                       Release of Claims by the Employee.  In return for the promises herein, the
Employee on his own behalf, and on behalf of his respective heirs, family
members, executors, agents, and assigns, hereby fully and forever releases the
Company, its officers, directors, employees, agents, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns, from any claim, duty, obligation or cause of action
relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that the Employee may possess arising from any act,
event or omission which has occurred up to and including the Effective Date of
this Agreement including, without limitation, any and all claims relating to or
arising from the Employee’s employment or other relationship with the Company
and the termination of that relationship, including under the Employment Agreement;
any and all claims under the law of any jurisdiction including, relating to
employment discrimination; any and all claims relating to or arising from the
Employee’s ownership of, right to purchase, or actual purchase of shares of
stock of the Company, including, without limitation, any claims for fraud,
misrepresentation, breach of fiduciary duty, breach of duty under applicable
state corporate law, and securities fraud under any state or federal law; and
any claim relating to the non-withholding or other tax treatment of any of the
proceeds received by the Employee as a result of this Agreement.


b.                                      Release of Claims by the Company.  In return for the promises herein, the
Company hereby fully and forever releases the Employee, his agents, executors,
heirs, successors and assigns from any claim, duty, obligation or cause of
action relating to any matters of any kind, whether presently known or unknown,
suspected or unsuspected, that the Company may possess arising from any act,
event or omission which has occurred up to and including the Effective Date of
this Agreement.


c.                                       Excluded from this Agreement are (i) any
claims which cannot be released or waived by law, including the EEOC’s
independent right to enforce the law, (ii) any obligation incurred under this
Agreement, (iii) any right/obligation under that certain Indemnification
Agreement made as of November 30, 2006, (iv) any indemnification
rights/obligations pursuant to that certain Certificate of Incorporation of
SM&A, a Delaware Corporation, dated November 29, 2006, and (v) any
indemnification rights/obligations pursuant to those certain Bylaws of
SM&A, a Delaware Corporation, as adopted on November 30, 2006.


5.                                       Acknowledgement of Waiver of Claims Under
ADEA.  The Employee acknowledges that he is waiving
and releasing any rights he may have under the Age Discrimination in Employment
Act of 1967 (“ADEA”) and that this waiver and release is knowing and
voluntary.  The Employee and the Company
agree that the ADEA waiver does not apply to any rights or claims that may
arise under the ADEA after the Effective Date of this Agreement.  The Employee acknowledges that the
consideration given for this Agreement is in addition to anything of value to
which the Employee was already entitled. 
The Employee further acknowledges that he has been advised by this
writing that:


a.                                       he should consult with an attorney prior to
executing this Agreement;


b.                                      he has up to twenty-one (21) days within
which to consider this waiver;


c.                                       he has seven (7) days following his execution
of this Agreement to revoke the ADEA claims by notifying Steve D. Handy, Senior
Vice President and Chief Financial Officer, 4695 MacArthur Court, 8th Floor,
Newport Beach, CA 92660, facsimile: (949) 975-1624, of this fact in writing
within the seven (7) day period; and



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d.                                      this Agreement shall not be effective as to
the waiver of any age claim under the ADEA until the revocation period has
expired; if the Employee does not revoke his signature within the 7-day period,
then the release of the ADEA claims shall be deemed effective as of the date
the Employee signed the Agreement.  For
purposes of this Agreement, the “Effective Date” shall mean the eighth day
after the Employee executes the Agreement.


6.                                       Release of Unknown Claims.  The
parties intend by executing this Agreement and receiving the consideration
called for herein that this instrument shall be effective as a full and final
accord and satisfaction and mutual general release of all claims, known or
unknown.  The parties acknowledge that
they are familiar with Section 1542 of the Civil Code of the State of
California 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.


The
parties waive any right which it/he has under the Section 1542 to the fullest
extent that it/he may lawfully waive all such rights.  The parties are aware that it/he may
hereafter discover facts/claims in addition to or different from those it/he
now knows or believes to exist.  However,
the parties hereby settle and release all of the claims released in the
foregoing sections.


7.                                       No Admissions.  The
parties agree and acknowledge that this Agreement is not to be construed as an
admission of any violation of any federal, state or local statutes, ordinance
or regulation by either party, or any duty allegedly owed by one party to the
other party.  The parties specifically
disclaim any liability to the other on any basis.


8.                                       Cooperation.  The Employee agrees to
cooperate in good faith with the Company in the orderly transfer of work to the
new Chief Executive Officer and in connection with responding to any inquiries that
may arise with respect to matters that the Employee was responsible for or
involved with during his employment with the Company.  The Employee’s cooperation will include
executing necessary documentation in connection with Securities and Exchange
Commission filings and stock option agreements


9.                                       Entire Agreement.  This
Agreement (which includes references to other agreements and specific
provisions of other agreements) constitutes the entire agreement between the
parties concerning the subject matter thereof and supersedes all prior
agreements.


10.                                 No Oral Modification.  This
Agreement can only be modified or amended by a writing signed by the Chairman
of the Compensation Committee of the Company and the Employee.  This Agreement cannot be amended or modified
orally.


11.                                 Governing Law.  This
Agreement is made and entered into in the State of California and shall in all
respects be interpreted, enforced and governed under the laws of
California.  The language of all parts of
this Agreement shall in all cases be construed as a whole, according to its
fair meaning, and not strictly for or against any of the parties.



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12.                                 Severability/Invalidity. 
Should any provision of this Agreement be determined by any court to be
illegal or invalid, the validity of the remaining parts, terms or provisions
shall not be affected thereby.  Moreover,
if any one or more of the provisions of this Agreement should be held to be
excessively overbroad as to duration, activity or subject, such provision shall
be construed by limiting and reducing it so as to be enforceable to the maximum
extent allowed by applicable law.


13.                                 No Waiver.  The failure of either party to
insist upon the performance of any of the terms and conditions in this
Agreement (including the surviving sections of the Employment Agreement as
referenced herein), or the failure to prosecute any breach of any of the terms
and conditions of this Agreement (including the surviving sections of the
Employment Agreement as referenced herein), shall not be construed thereafter
as a waiver of any such terms or conditions. 
This entire Agreement shall remain in full force and effect as if no
such forbearance or failure of performance had occurred.


14.                                 Arbitration.  All controversies, claims,
disputes, and matters in question arising out of or relating to this Agreement,
or the breach thereof, shall be subject to binding arbitration in Orange
County, California in accordance with the provisions of this Section.  The arbitration proceedings shall be
conducted under the applicable rules of the American Arbitration Association (“AAA”)
or any dispute resolution agency agreed to by the parties.  If the parties cannot agree upon an
arbitrator, the parties shall submit to the procedure utilized by AAA or other
dispute resolution agency, as the case may be, to choose an arbitrator.  The decision of the arbitrator, including
determination of the amount of any damages suffered, shall be conclusive,
final, and binding.  The arbitrator shall
be bound to follow California law and case precedent.  Any decision of the arbitrator will not be
binding if the arbitrator fails to follow California law and case
precedent.  Each party to any such
arbitration proceeding shall bear his/its own attorneys’ fees and costs in
connection with any such arbitration subject to applicable law.  Notwithstanding the above, and in accordance
with Section 11 of the Employment Agreement, either party may, in its
discretion, obtain any provisional remedy including without limitation,
injunctive or similar relief, from any court of competent jurisdiction as may
be necessary to protect their respective rights and interests, including
pursuant to Section 11 of this Agreement, if necessary to avoid irreparable
harm.



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15.                                 Counterparts; Facsimile Signatures.  This
Agreement may be executed in counterparts, and by facsimile, each of which
shall be deemed as an original, but all of which shall constitute one and the
same instrument.


THE
EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS BEEN ADVISED TO CONSULT WITH AN
ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT; THAT TO THE EXTENT THE EMPLOYEE HAS
AVAILED HIMSELF OF THAT RIGHT; THAT HE HAS CAREFULLY READ AND UNDERSTANDS ALL
OF THE PROVISIONS OF THIS AGREEMENT; AND THAT HE IS VOLUNTARILY ENTERING INTO
THIS AGREEMENT.


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
written.


	
  ACKNOWLEDGED AND AGREED:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Steven S.
  Myers

  	
   

  	
  DATED:

  	
  3/9/07

  
	
  Steven S. Myers

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SM&A, a
  Delaware corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Joseph B. Reagan

  	
   

  	
  DATED:

  	
  March 9, 2007

  
	
   

  	
  Joseph B. Reagan

  	
   

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Chairman of the
  Compensation Committee

  	
   

  	
   

  	
   

  



 



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