Efecte de la inhibició de PFKFB3 sobre la via d’Akt

Capítol 1: Regulació de PFKFB3 per insulina en les cèl·lules de

2. Resultats

2.4 Efecte de la inhibició de PFKFB3 sobre la via d’Akt

2.1 Stock Purchase and Sale Agreement, by and among the Registrant, Steven Myers Holding Inc. and L−3 Communications Corporation. (1) 2.2 Amendment No.1 to Stock Purchase and Sale Agreement, by and among the Registrant, Steven Myers Holding Inc. and L−3 Communications

Corporation. (2)

3.1 Amended and Restated Articles of Incorporation. (3) 3.2 Amended and Restated Bylaws of the Registrant. (4)

10.1 Amended and Restated 1997 Stock Option Plan and related form of Stock Option Agreement. (5) 10.2 Amended and Restated Employee Stock Purchase Plan. (6)

10.3 Office Facility Lease. (7)

10.4 Employment Agreement of Steven S. Myers. (8)

10.5 Amendment No. 1 to Employment Agreement of Steven S. Myers. (9) 10.6 Amendment No. 2 to Employment Agreement of Steven S. Myers. (10) 10.7 Amendment No. 3 to Employment Agreement of Steven S. Myers. (11) 10.8 Amendment No. 4 to Employment Agreement of Steven S. Myers. (12) 10.9 Employment Agreement of Cathy L. Wood. (13)

10.10 Amendment No. 1 to Employment Agreement of Cathy L. Wood. (14) 10.11 Amendment No. 2 to Employment Agreement of Cathy L. Wood. (15) 10.12 Amendment No. 3 to Employment Agreement of Cathy L. Wood. (16) 10.13 Employment Agreement of Bennett C. Beaudry. (17)

10.14 Amendment No. 1 to Employment Agreement of Bennett C. Beaudry. (18) 10.15 Amendment No. 2 to Employment Agreement of Bennett C. Beaudry. (19)

10.16 Accounts Receivable Loan Agreement dated January 10, 2002, by and between the Registrant and City National Bank, a national banking association. (20)

Exhibits — continued

10.17 Commercial Guaranty dated January 10, 2002, executed by Steven Myers & Associates, Inc. in favor of City National Bank, a national banking association. (21)

10.18 Revolving Loan Agreement dated October 14, 2003, by and between the registrant and City National Bank, a national association. (22) 10.19 Revolving Note dated April 10, 2003, executed by SM&A, in favor of City National Bank. (23)

21.1 Subsidiaries of the Registrant. (24) 23.1 Consent of Independent Auditors. (25)

31.1 Certificate of Chief Executive Officer Pursuant to Section 302 of the Sarbanes−Oxley Act of 2002. (26) 31.2 Certificate of Chief Financial Officer Pursuant to Section 302 of the Sarbanes−Oxley Act of 2002. (27)

32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes−Oxley Act of 2002. (28)

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes−Oxley Act of 2002. (29) Footnote #

(1) Filed on November 27, 2001as Exhibit 10.1 to the registrant’s Current Report on Form 8−K and incorporated herein by reference. (2) Filed on December 14, 2001 as Exhibit 10.1 to the registrant’s Current Report on Form 8−K and incorporated herein by reference. (3) Filed on March 15, 2002 as Exhibit 3.1 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (4) Filed on May 3, 2002 as Exhibit 3.2 to the registrant’s Quarterly Report on Form 10−Q and incorporated herein by reference. (5) Filed on April 17, 2001 as Exhibit 10.1 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (6) Filed on April 29, 2002 as Exhibit C to the registrant’s Annual Proxy Statement on Form 14A and incorporated herein by reference.

(7) Filed on November 21, 1997 as Exhibit 10.3 to the registrant’s Registration Statement 333−4075 on Form S−1 (Registration No. 333−4075) and incorporated herein by reference.

(8) Filed on April 17, 2001 as Exhibit 10.17 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (9) Filed on March 15, 2002 as Exhibit 10.7 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (10) Filed on May 3, 2002 as Exhibit 10.8 to the registrant’s Quarterly Report on Form 10−Q and incorporated herein by reference. (11) Filed on March 11, 2003 as Exhibit10.7 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (12) Filed herewith.

(13) Filed on March 15, 2002 as Exhibit 10.8 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (14) Filed on November 4, 2002 as Exhibit 10.10 to the registrant’s Quarterly Report on Form 10−Q and incorporated herein by reference. (15) Filed on March 11, 2003 as Exhibit 10.10 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (16) Filed herewith.

(17) Filed on November 4, 2002 as Exhibit 10.11 to the registrant’s Quarterly Report on Form 10−Q and incorporated herein by reference. (18) Filed on March 11, 2003 as Exhibit 10.12 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (19) Filed herewith.

(20) Filed on January 25, 2002 as Exhibit 99.2 to the registrant’s Current Report on Form 8−K and incorporated herein by reference. (21) Filed on January 25, 2002 as Exhibit 99.3 to the registrant’s Current Report on Form 8−K and incorporated herein by reference. (22) Filed herewith.

(23) Filed on July 31, 2003 as Exhibit 10.16 to the registrant’s Quarterly Report on Form 10−Q and incorporated herein by reference. (24) Filed on March 11, 2003 as Exhibit 21.1 to the registrant’s Annual Report on Form 10−K and incorporated herein by reference. (25) Filed herewith.

(29) Filed herewith.

(b) Reports on Form 8−K:

Form 8−K dated October 23, 2003, filed on October 23, 2003, to report the issuance of a press release announcing third quarter 2003 earnings. F−21

AMENDMENT NO. 4 TO EMPLOYMENT AGREEMENT OF

STEVEN S. MYERS

This Amendment No. 4 to Employment Agreement (this "Amendment") is entered into as of January 20, 2003 by and between SM&A, a California

corporation formerly known as Emergent Information Technologies, Inc. ("SM&A"), and Steven S. Myers ("Employee"), with reference to the following:

A. SM&A and Employee are parties to that certain Employment Agreement effective as of February 1, 2000, as amended by Amendment No. 1 to Employment Agreement dated as of December 29, 2000, Amendment No. 2 to Employment Agreement dated as of January 11, 2002, and Amendment No. 3 to Employment Agreement dated as of January 30, 2003 (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 certain agreed upon changes in the terms thereof.

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 January 1, 2004:

1. Term. Section 1.2 of the Employment Agreement shall be amended and restated to read in its entirety as follows:

1.2. This Agreement shall be effective as of February 1, 2000 (the "Effective Date") and shall terminate on June 30, 2006 unless sooner terminated pursuant to the terms set forth below.

2. Incentive Bonus: Paragraph 7 of Exhibit A to the Employment

Agreement, entitled "Incentive Bonus", shall be amended and restated to read in its entirety as follows:

"INCENTIVE BONUS. In addition to the Base Salary described in the Employment Agreement, Employee will receive incentive compensation in the amount of 3.25% of the Company's earnings before interest, taxes, depreciation and amortization charges ("EBITDA") for each calendar quarter, provided that the aggregate amount of incentive compensation earned for any fiscal year shall not exceed $400,000. The incentive

3. Medical Cost Reimbursement. A new paragraph 9 shall be added to Exhibit A to the Employment Agreement, which shall read in its entirety as follows:

The Employee shall be entitled to receive reimbursement for documented medical expenses of the Employee and his dependents not otherwise covered by the Company's medical plan and long term care and disability insurance coverage for the Employee.

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 hereto and supersedes 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 January 20, 2003.

SM&A

By: /s/ Cathy L. Wood

−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−− Cathy L. Wood

Executive Vice President and Chief Financial Officer /s/ Steven S. Myers −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−− Steven S. Myers 2 </TEXT> </DOCUMENT>

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT OF

CATHY L. WOOD

This Amendment No. 3 to Employment Agreement (this "Amendment") is entered into as of January 20, 2003 by and between SM&A, a California

corporation formerly known as Emergent Information Technologies, Inc. ("SM&A"), and Cathy L. Wood ("Employee"), with reference to the following:

A. SM&A and Employee are parties to that certain Employment Agreement effective as of November 1, 2001, as amended by Amendment No. 1 to Employment Agreement dated as of October 4, 2002, and Amendment No. 2 to Employment Agreement dated as of January 30, 2003 (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 certain agreed upon changes in the term, 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 January 1, 2004:

1. Term. Section 1.2 of the Employment Agreement shall be amended and restated to read in its entirety as follows:

1.2. This Agreement shall be effective as of November 1, 2001 (the "Effective Date") and shall terminate on December 31, 2005 unless sooner terminated pursuant to the terms set forth below.

2. Base Salary: Paragraph 1 of Exhibit A to the Employment Agreement, entitled "Base Salary", shall be amended and restated to read in its entirety as follows:

"BASE SALARY. Effective January 1, 2004, Employee's base annual salary shall be $400,000 per year, paid in accordance with the Company's standard payroll practices for its executive officers (the "Base Salary").

CASH BONUS IN THE EVENT OF CERTAIN TRANSACTIONS. If a Change of Control (as defined in the Agreement) occurs, Employee shall be paid a cash bonus equal to her current Base Salary per year no later than 10 days after the effective date of such Change in Control. Any such amount shall be in addition to payments to which Employee may become entitled to under Section 12.3 of the Employment Agreement.

4. Options. Paragraph 7 of Exhibit A to the Employment Agreement, as added by Amendment No. 1 referred to in the recitals above, shall be amended and restated to read in its entirety as follows:

OPTIONS. On each January 1 on which Employee continues to be employed by SM&A, Employee shall be granted a stock option, issued pursuant to SM&A's Amended and Restated 1997 Stock Option Plan or any future stock incentive plan approved by the Board of Directors and the shareholders, to purchase up to 100,000 shares of Common Stock. The exercise price of each stock option shall be equal to the fair market value of the Common Stock on the date of grant and the options shall each vest (i.e., become exercisable) in sixteen equal quarterly installments, commencing on the three−month anniversary of the date of grant. Such stock options shall be in the form generally approved for grants to officers of SMA

provided, however, that such stock options shall vest in full upon the occurrence during the term of the employment agreement to which this Exhibit A is attached of a Change of Control (as defined in such

employment agreement). The grant for 2004 shall be made by the Board of Directors or the Compensation Committee as soon as practicable after the date of this Amendment, but vesting shall commence as to such shares on April 1, 2004 and continue on each three month anniversary of April 1 so long as employee remains employed by SM&A.

5. Cash Bonus Opportunity: A new paragraph 8 shall be added to Exhibit A to the Employment Agreement, which shall read in its entirety as follows:

If the Company's revenues for the fiscal year ended December 31, 2004 exceed $100,000,000, then employee shall be paid a cash bonus of $150,000 no later than March 15, 2005, subject to applicable tax withholding requirements.

6. Medical Cost Reimbursement. A new paragraph 9 shall be added to Exhibit A to the Employment Agreement, which shall read in its entirety as follows:

The Employee shall be entitled to receive reimbursement for documented medical expenses of the Employee and her dependents not otherwise

7. 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 hereto and supersedes 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

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of January 20, 2003.

SM&A

By: /s/ Steven S. Myers

−−−−−−−−−−−−−−−−−−−−−−−−−−−−−− Steven S. Myers

Chairman and

Chief Executive Officer /s/ Cathy L. Wood −−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−− Cathy L. Wood 3 </TEXT> </DOCUMENT>

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT OF

BENNETT C. BEAUDRY

This Amendment No. 2 to Employment Agreement (this "Amendment") is entered into as of January 20, 2003 by and between SM&A, a California

corporation formerly known as Emergent Information Technologies, Inc. ("SM&A"), and Bennett C. Beaudry ("Employee"), with reference to the following:

A. SM&A and Employee are parties to that certain Employment Agreement dated as of October 4, 2002, as amended by Amendment No. 1 to Employment Agreement dated as of January 30, 2003 (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 certain agreed upon changes in Employee's title, the term, 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 January 1, 2004:

1. Term. Section 1.2 of the Employment Agreement shall be amended and restated to read in its entirety as follows:

1.2. This Agreement shall be effective as of November 1, 2001 (the "Effective Date") and shall terminate on December 31, 2006 unless sooner terminated pursuant to the terms set forth below.

2. Duties. Section 2.1 of the Employment Agreement is hereby amended to reflect Employee's title as President and Chief Operating Officer of the

Company.

3. Base Salary: Paragraph 1 of Exhibit A to the Employment Agreement, entitled "Base Salary", shall be amended and restated to read in its entirety as follows:

"BASE SALARY. Effective January 1, 2004, Employee's base annual salary shall be $300,000 per year, paid in accordance with the Company's standard payroll practices for its executive officers (the "Base Salary"). The Base Salary shall be increased to $330,000 effective January 1, 2005 and to $360,000 effective January 1, 2006.

CASH BONUS IN THE EVENT OF CERTAIN TRANSACTIONS. If a Change of Control (as defined in the Agreement) occurs, Employee shall be paid a cash bonus equal to his current Base Salary per year no later than 10 days after the effective date of such Change in Control. Any such amount shall be in addition to payments to which Employee may become entitled to under Section 12.3 of the Employment Agreement.

5. Options. Paragraph 7 of Exhibit A to the Employment Agreement shall be amended and restated to read in its entirety as follows:

6. Cash Bonus Opportunity: A new paragraph 8 shall be added to Exhibit A to the Employment Agreement, which shall read in its entirety as follows:

7. Medical Cost Reimbursement. A new paragraph 9 shall be added to Exhibit A to the Employment Agreement, which shall read in its entirety as follows:

The Employee shall be entitled to receive reimbursement for documented medical expenses of the Employee and his dependents not otherwise

8. Housing Cost Reimbursement. A new paragraph 10 shall be added to Exhibit A to the Employment Agreement, which shall read in its entirety as follows:

The Employee shall be entitled to receive reimbursement for documented expenses incurred in rental of an apartment in Newport Beach, California or the surrounding metropolitan area, in an amount not to exceed $1,850 per month during the term of the Employment Agreement.

9. 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 hereto and supersedes any and all other agreements, either oral or in writing, among the

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