If Ms. McCarthys employment is terminated by SM&A without Cause or by Ms. McCarthy for Good Reason other than in the context of a Change in Control (as those terms are defined in the McCarthy Retention Agreement attached hereto as Exhibit 10.2), Ms. McCarthy will be entitled to receive, provided that she executes a general release of claims in favor of SM&A and complies with the restrictive covenants under her employment agreement
EX-10.1 2 a43466exv10w1.htm EXHIBIT 10.1 exv10w1
EXHIBIT 10.1
SM&A
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
OF
CATHY L. McCARTHY
OF
CATHY L. McCARTHY
This Amendment No. 2 to Employment Agreement (this “Amendment”) is entered into as of August 28, 2008 by and between SM&A, a Delaware corporation (“SM&A”), and Cathy L. McCarthy (“Employee”), with reference to the following:
Employee and SM&A desire to amend the Employment Agreement to reflect certain agreed upon changes in the compensation and benefits.
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 August 28, 2008:
Provisions of the Employment Agreement, to the extent superseded by the attached “Executive Severance and Retention Agreement” are deemed stricken from the Employment Agreement for such superseded purposes and will have no force or effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of August 28, 2008.
| SM&A | ||||||
| By: | /s/ Joseph B. Reagan Chairman Compensation Committee Board of Directors | |||||
| /s/ Anna Aguirre | ||||||
| Anna Aguirre SVP Human Resources | ||||||
| /s/ Cathy L. McCarthy | ||||||
| Cathy L. McCarthy | ||||||
Exh 10.1_CLM Amendment 2-2008
