EXHIBIT 10.49
February 1, 2002
VIA U.S. MAIL
Xxxx X. Xxxxxxx
00000 X. 00xx Xxxxxx
Xxxxx, XX 00000
Re: Change of Control and Severance Agreement
Dear Xxxx:
In addition to the terms identified in Xx. Xxxxx' January 29, 2002 offer
letter, you shall be entitled to the following compensation and benefits in the
event of a change of control of the Company or the termination of your
employment:
1. Base compensation in the amount of $16,666.66 per month for a period of
one year from the date of termination or Change of Control (as defined
hereafter);
2. Health benefits coverage for you and your eligible dependents for one
year from the date of termination or change of control, under the same terms and
conditions, by the medical and dental plan maintained by the Company that
covered you and your eligible dependents prior to the date of termination or
change of control;
3. Life insurance coverage and 401(k) eligibility for one year from the
date of termination or change of control, under the same terms and conditions,
by the life insurance and 401(k) plan maintained by the Company that you
participated in prior to the date of termination or change of control; and
4. In the event of a Change of Control, any stock options owned by or
granted to you shall be deemed immediately vested and shall be exercisable
according to their terms for the balance of the term of years of such options.
Please note that the foregoing will be forfeited if your employment is
terminated "for cause," or if you voluntarily terminate employment for other
than "good reason." 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)
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continued failure for thirty (30) days to perform your essential job functions,
duties or responsibilities (unless significantly changed without your consent)
as defined by the Company's CEO; (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.
Termination for "good reason" shall mean a voluntary termination resulting
from: (1) your voluntary resignation from the position of CFO within 180 days
after a change of control; (2) a required relocation, without your consent, to
an employment location that is more than twenty-five (25) miles from your
employment location; (3) a significant reduction in your compensation and/or
benefits as in effect on the first date of employment; or (4) a significant
adverse change, without your written consent, in the nature or scope of your
authority, powers, functions, duties or responsibilities, which change or
reduction is not generally effective for all Executives employed by the Company
in your class or category.
The definition of "Change of Control" shall be identical to the definition
provided in the Agreements of the Company's Executives, which are incorporated
by reference.
You shall be entitled to the foregoing compensation and benefits for a
period of one year commencing on the first date of employment. If we mutually
agree on or before the expiration of this one-year term to continue the
employment relationship, then you shall be entitled to an employment agreement
similar in form and substance to the agreements of the Company's current
Executive Vice Presidents.
If you agree to these terms, please sign where indicated below. Of course,
if you have any questions regarding this letter, please do not hesitate to let
me know.
Very truly yours,
SIMULA, INC.
By /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
President and Chief
Executive Officer
I agree to the terms of this letter.
/s/ Xxxx X. Xxxxxxx 3/14/02
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Xxxx X. Xxxxxxx Date
