exv10w1







Exhibit 10.1




FIFTH AMENDMENT TO SETTLEMENT AGREEMENT




     This Fifth Amendment to Settlement Agreement (this “Amendment”) is entered into as of
December 19, 2008, by and between SM&A, a Delaware corporation (the “Company”), and Steven
S. Myers (“Mr. Myers”).



RECITALS




     WHEREAS, the Company and Mr. Myers are parties to that certain Settlement Agreement entered
into as of May 21, 2008 (the “Settlement Agreement”), as amended pursuant to which, among
other things, the Company agreed to replace two members of its board of directors; and



     WHEREAS, the Company and Mr. Myers desire to amend the Settlement Agreement to extend the
period of time within which such board members must be replaced.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and Mr. Myers hereby agree as follows:



     1. Amendment. Paragraph (a) of Section 3 of the Settlement Agreement is hereby
amended and restated to read in its entirety as follows:




	 	(a)	 	On or before January 2, 2009 the Company shall, and shall cause its
directors, officers and other representatives to, take all necessary actions to
(i) obtain the resignation from the Board of two directors of the Company then
serving on the Board, and (ii) appoint with immediate effect two individuals
proposed by one or more of the Company’s major stockholders (it being
understood that Mr. Myers shall be deemed a major stockholder of the Company
for the purposes of this Agreement) to fill the resulting vacancies on the
Board (the “New Directors”), provided that the selection of the New
Directors shall be mutually acceptable to the Company and its major
stockholders.





     2. Effect of Amendment. Except as otherwise expressly provided herein, the Settlement
Agreement shall remain unchanged and shall continue in full force and effect. From and after the
date hereof, any references to the Settlement Agreement shall be deemed to be references to the
Settlement Agreement as amended by this Amendment.



 









 





     3. Entire Agreement. This Amendment constitutes the entire agreement between the
parties hereto with respect to the subject matter of this Amendment and supersedes all prior
agreements, understandings and discussions, whether written or oral, with respect thereto.



     4. Counterparts. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.



     5. Facsimile Execution. This Amendment may be may be executed by facsimile, and, upon
such execution, shall have the same force and effect as an original.



     6. Governing Law. This Amendment shall be construed in accordance with and governed
by the laws of the State of Delaware.



     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first set
forth above.



	 	 	 	 	 
	 	 	SM&A
	 
	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Cathy L. McCarthy
 
 Cathy
L. McCarthy
	 

	 	Title:
	 	Chief Executive Officer
	 
	 	 	 	 
	 	 	/s/ Steven S. Myers
	 	 	   
	 	 	STEVEN S. MYERS