exv10w50



 



Exhibit 10.50


December 20, 2002



Mr. John A. Jenson

Simula, Inc.

2625 South Plaza Drive

Suite 100

Tempe, Arizona 85282



	 	 	 
	Re:	 	
Retention Agreement (“Agreement”)



Dear John:



          As we discussed, on behalf of Simula, Inc. (“the “Company”), this letter
confirms our desire and offer to retain you as a key employee of the Company.



1.          
Retention
or Bonus Payment. The Company wants to assure that it retains
its key employees for the normal operation of business while a potential
sale, merger or other transfer for value of all or substantially all of
the assets or stock of Simula, Inc. (a “Transaction”) is considered. The
Company agrees to pay you either a retention payment (“Retention Payment”)
and insurance benefit (“Insurance Benefit”), or a bonus payment (“Bonus
Payment”), if a Transaction is consummated, provided that you continue
your employment with the Company as set forth in this letter. The date a
Transaction is completed is referred to in this letter as the “End Date.”
The period from the date of this letter until the End Date is referred to
in this letter as the “Retention Period.”


               You shall be entitled to the following compensation and benefits if your
employment is terminated (a) by the Company during the Retention Period at any
time up to the date of a Transaction for any reason except “for cause,” or (b)
by the Company’s successor in ownership within one year of the Transaction:



	 	(i)	 	A Retention Payment in an amount equal to eighteen
(18) months of your annual base salary as of the End Date,
less applicable withholdings; and
	 
	 	(ii)	 	Continuation of your health benefits coverage for you
and your eligible dependents for eighteen (18) months from
the date of termination, under the same terms and conditions
of the health benefits plan maintained by the Company for its
employees generally or, if a plan does not permit
participation by non-employees, then another plan as similar
as possible to the plan for the Company employees generally
(the “Insurance Benefit”).



               In the event that the Company through its successor continues to employ
you in a comparable position for a period of at least one year and one day
following the Transaction, you shall be entitled to a Bonus Payment equivalent
to twelve (12) months of your monthly base compensation as of the one year and
one day anniversary, less applicable withholdings, in lieu of any Retention
Payment and Insurance Benefit.


               2.               Eligibility
Conditions. Your eligibility for the payments described in
Paragraph 1 is subject to your continued satisfactory performance in Simula’s
sole discretion including, without limitation, your cooperation with the
Company’s efforts to sell the business of Simula, Inc., and your compliance
with the Company’s policies, rules and guidelines.


               3.               Offer
of Another Position. The Company will propose and attempt to
secure your employment with the successor, but no assurances can be given.


               4.               Time
of Payment. The Company will pay you the Retention Payment in a
lump sum, less applicable tax withholdings, within ten (10) business days of
termination of your employment.


               In the event that you continue to be employed in a comparable position for
a period of at least one year and one day by the Company through its successor,
the Company shall pay you the Bonus Payment in a lump sum, less applicable tax
withholdings, within ten (10) business days of such one year and one day
anniversary.


 






 


               5.               Employment Agreement. This Agreement constitutes an employment
agreement between you
and the Company. During the term of this agreement, you will maintain
your current or comparable position and title and shall continue all of your
current duties, as modified from time-to-time. Additionally, you will assist
the Company in its efforts to sell the business of Simula, Inc. to the extent
necessary. During the term, the Company will continue to pay you your current
compensation and benefits. You are advised that the foregoing rights, whether
to the Retention Payment, the Insurance Benefit, or the Bonus Payment (or any
or all of them) will be forfeited if your employment is terminated “for cause,”
or if you voluntarily terminate employment. For purposes of this Agreement,
termination “for cause” shall mean termination resulting from: (1) conduct that
has caused demonstrable injury to the Company, monetary or otherwise; (2)
continued failure for thirty (30) days to perform your essential job functions,
duties or responsibilities, as defined by your supervisor and in the sole
discretion of Simula, including your cooperation with the Company’s efforts to
sell the business; (3) a violation of the Company’s established policies and
procedures in effect while employed which could subject you to disciplinary
action by the Company; or (4) a criminal conviction, as evidenced by a binding
and final judgment, order or decree of a court of competent jurisdiction, in
effect after exhaustion or lapse of all rights of appeal.


               6.               Confidentiality. You must keep the existence of this Agreement and its
terms completely confidential. You must also keep all discussions relating to
a possible Transaction, including terms and negotiations, completely
confidential. If you fail to maintain this confidentiality, the Company may,
at its option, terminate this Agreement and you will not receive any payments
described herein. You will not violate this confidentiality requirement,
however, merely by discussing this Agreement or the terms of any prospective
Transaction with the executive management of Simula, Inc.


               7.               No
Transaction. In the event the Company decides, in its sole
discretion, not to pursue a Transaction, it may so notify you. Upon receipt of
such notice, this Agreement will terminate, you will not be entitled to any
payment hereunder, and you will return to at-will employment status.


               8.               Termination. Unless terminated pursuant to Paragraphs 5 or 7, this
Agreement shall terminate on December 31, 2003. However, if a Transaction is
consummated on or before December 31, 2003, this Agreement shall terminate on
the date on which the Company or the Company’s successor shall have made any
payments required to be made hereunder in respect of your employment with the
Company.


               9.               Miscellaneous. This Agreement constitutes your complete understanding
concerning your retention and employment during the Retention Period, and
supercedes all other agreements between you and the Company, specifically
including any Employment Agreement between you and the Company but specifically
excluding any non-disclosure, invention assignment, Option Agreement and any
agreement for the sole benefit of the Company, if any. No other agreements,
promises or inducements, or any modifications to this Agreement, will be
binding unless reduced to writing and signed by you and an authorized
representative of the Company. This Agreement shall be binding upon a successor
in ownership of the Company.


               If you agree to the terms listed in this letter, please sign where
indicated below. This letter will constitute your Retention Agreement once
executed by you.

	 	 	 
	 	
Sincerely,
	 	 	 
	SIMULA, INC	 	 
	 	 	 
	 	By	
 /s/ Bradley P. Forst
	 	 	


	 	 	
Bradley P. Forst
President
and Chief Executive Officer



I agree to the terms of this Agreement.
	 	 	 
	/s/ John A. Jenson	 	
1/10/03
	
	 	


	John
A. Jenson
	 	
Date