CLARUS CORPORATION
XXX XXXXXXXX XXXXXX - 00XX XXXXX
XXXXXXXX, XXXXXXXXXXX 00000
May 1, 2006
Xx. Xxxxxx X. Xxxxxxx
c/x Xxxxxx & Company, Inc.
Xxx Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Re: Employment Agreement
Dear Xx. Xxxxxxx:
Reference is made to the Employment Agreement dated as of December 6,
2002, between you and Clarus Corporation (the "Original Agreement"). Capitalized
terms used but not otherwise defined herein shall have the meanings set forth in
the Original Agreement.
The Original Agreement is hereby amended, effective as of December 6,
2005, as follows:
1. The Term of the Original Agreement is hereby extended and shall
continue (i) subject to termination without cause at any time by the Company or
the Employee, immediately upon written notice to the other party, or (ii) until
otherwise terminated pursuant to Section 10 of the Original Agreement.
2. The Company shall continue the term life insurance required by
Section 4(b) of the Original Agreement until the termination of employment.
3. Section 12(f) of the Original Agreement is hereby amended to provide
that the address of the Company is as set forth at the top of this letter.
4. The Company's obligation to make any payments pursuant to Section
10(d) of the Original Agreement, in the event of the termination by the Company
of the Employee's employment without cause, shall be subject to the Employee's
making himself reasonably available to and cooperating with the Company during
any such payment period to assist with transition issues or in defending any
claims asserted against the Company with respect to which the Employee has
material knowledge or information. The Company shall cover reasonable
out-of-pocket expenses incurred by the Employee pursuant to this paragraph in
accordance with its customary reimbursement policies and practices.
5. For avoidance of doubt: The provisions of Sections 7
(Confidentiality), 8 (Non-Competition) and 9 (Remedies) shall survive the end of
the Term and remain in full force and effect as provided in the Original
Agreement, it being understood that the phrase "termination of this Agreement"
or any similar phrase used in the aforesaid sections of the Original Agreement
shall mean (i) the date of termination pursuant to paragraph 1 hereof or (ii)
any termination date pursuant to termination in accordance with the provisions
of Sections 10(a) through 10(f) of the Original Agreement.
6. The Original Agreement shall continue in full force and effect,
except as amended herein.
Kindly sign where indicated below to confirm your agreement with the
forgoing and return the signed copy of this letter to me.
Very truly yours,
Clarus Corporation
By: _______________________________
Xxxxx X. Xxxxx,
Chief Administrative Officer
Confirmed and Agreed:
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Xxxxxx X. Xxxxxxx