UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


Amendment
No. 2





(Mark
One)


x ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF


THE
SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended December 31, 2009





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
ACT OF 1934





For the
transition period from ____________ to ____________





Commission
file number 0-24277





CLARUS CORPORATION


(Exact
name of Registrant as specified in its Charter)


Delaware
              58-1972600(State
      or Other Jurisdiction
              (I.R.S.
      Employer Identification No.)of
      Incorporation or Organization)One
      Landmark Square, Stamford, Connecticut
              06901(Address
      of Principal Executive Offices)
              (Zip
      Code)


(203)
428-2000


(Registrant's
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act:





Title
      of each class
            Name
      of each exchange on which registeredNone
            Not
      applicable





Securities
registered pursuant to Section 12(g) of the Act:





Common Stock, par value
$.0001 per share


(Title
of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. YES  ̈  NOx





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act. YES
 ̈  NOx





Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. YES x NO  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES  ̈ NO  ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act:





Large
accelerated filer   ̈   Accelerated
filer  x   
Non-accelerated filer   ̈    Small
reporting company   ̈





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) YES  ̈ NO x





The
aggregate market value of the voting stock and non-voting common equity held by
non-affiliates of the Registrant at June 30, 2009 was approximately $52.1
million based on $3.79 per share, the closing price of the common stock as
quoted on the OTC Pink Sheets Electronic Quotation Service.





The
number of shares of the Registrant's common stock outstanding at April 22, 2010
was 17,366,747 shares.








TABLE
OF CONTENTS





PAGEPART
      IIIITEM
      10.
                        DIRECTORS
      AND EXECUTIVE OFFICERS OF THE REGISTRANT
                        3ITEM
      11.
                        EXECUTIVE
      COMPENSATION
                        5ITEM
      12.
                        SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                        14ITEM
      13.
                        CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
                        15ITEM
      14.
                        PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
                        16PART
      IVITEM
      15.
                        EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
                        17SIGNATURES
                        19EXHIBIT
      INDEX
                        20




2





PART
III





Item 10. Directors and Executive Officers of the
Registrant





Board
of Directors of the Registrant





Set forth
below are the names of the persons who are the directors of Clarus, their ages
and respective business backgrounds, including directorships of other public
companies:




Warren B. Kanders, 52, has
served as one of our directors since June 2002 and as Executive Chairman of our
Board of Directors since December 2002. Mr. Kanders served as a director of
Highlands Acquisition Corp. (“Highlands”), a publicly-held blank check company
from May 2007 until September 2009. Since 1990, Mr. Kanders has served as the
President of Kanders & Company, Inc. (“Kanders & Co.”), a private
investment firm principally owned and controlled by Mr. Kanders, that makes
investments in and provides consulting services to public and private entities.
Prior to the completion of the acquisition of Armor Holdings, Inc. (“Armor
Holdings”), formerly a New York Stock Exchange-listed company and a manufacturer
and supplier of military vehicles, armored vehicles and safety and survivability
products and systems to the aerospace and defense, public safety, homeland
security and commercial markets, by BAE Systems plc (“BAE Systems”) on July 31,
2007, Mr. Kanders served as the Chairman of the Board of Armor Holdings since
January 1996 and as its Chief Executive Officer since April 2003. From April
2004 until October 2006, he served as the Executive Chairman, and from October
2006 until September 2009, served as the Non-Executive Chairman of the Board of
Stamford Industrial Group, Inc. (“SIG”), which was an independent manufacturer
of steel counterweights. Since November 2004, Mr. Kanders has served as the
Chairman of the Board of Directors of PC Group, Inc. (“PC Group”), formerly
known as Langer, Inc., a Nasdaq-listed manufacturer of personal care products.
From October 1992 to May 1996, Mr. Kanders served as Vice Chairman of the Board
of Benson Eyecare Corporation, a formerly publicly-listed manufacturer and
distributor of eye care products and services. Based
upon Mr. Kanders’ role as Executive Chairman of the Company, service as a
chairman and a director of a wide-range of other public companies, financial
background and education, as well as his extensive investment, capital raising,
acquisition and operating expertise, the Company believes that Mr. Kanders has
the requisite set of skills to serve as a Board member of the
Company.




Burtt R. Ehrlich, 70, has
served as one of our directors since June 2002. Prior to the completion of the
acquisition of Armor Holdings, by BAE Systems plc on July 31, 2007, Mr. Ehrlich
served as a director of Armor Holdings since January 1996. Mr. Ehrlich has also
served as a member of the Board of Directors of PC Group since February 2001.
Mr. Ehrlich is also a member of the Board of Trustees of The Arbitrage Fund, a
registered investment company. Mr. Ehrlich served as Chairman and Chief
Operating Officer of Ehrlich Bober Financial Corp. (the predecessor of Benson
Eyecare Corporation) from December 1986 until October 1992, and as a director of
Benson Eyecare Corporation from October 1992 until November 1995. Based
upon Mr. Ehrlich’s prior experience as a chairman and chief operating officer,
financial background, extensive experience serving on the boards of directors
and committees of other public companies, the Company believes that Mr. Ehrlich
has the requisite set of skills to serve as a Board or Board committee member of
the Company.




Donald L. House, 68, has
served as one of our directors since January 1993. Mr. House served as Chairman
of our Board of Directors from January 1994 until December 1997 and as our
President from January 1993 until December 1993. Mr. House also served as a
member of the Board of Directors of Carreker Corporation from May 1998 until
March 2007. Mr. House is a private investor and he serves on the board of
directors of several privately-held companies. Based
upon Mr. House’s role as the Chairman of the Company’s Board of Directors’ Audit
Committee, prior experience as a chairman and an executive officer of companies
in a variety of industries, financial expertise and extensive experience serving
as a member and chairman of the boards of directors and committees of other
public companies, the Company believes that Mr. House has the requisite set of
skills to serve as a Board or Board committee member of the
Company.




Nicholas Sokolow, 59, has
served as one of our directors since June 2002. Prior to the completion of the
acquisition of Armor Holdings, by BAE Systems on July 31, 2007, Mr. Sokolow
served as a member of the Board of Directors of Armor Holdings since January
1996. Mr. Sokolow served as a member of the Board of Directors of SIG from
October 2006 until September 2009. Since 2007, Mr. Sokolow has been practicing
law at the firm of Lebow & Sokolow LLP. From 1994 to 2007 Mr. Sokolow was a
partner at the law firm of Sokolow, Carreras & Partners. From June 1973
until October 1994, Mr. Sokolow was an associate and partner at the law firm of
Coudert Brothers. Based
upon Mr. Sokolow’s role as the Chairman of the Company’s Board of Directors’
Compensation Committee, education, legal background involving mergers and
acquisitions, corporate governance expertise and extensive experience serving as
a member and chairman of the boards of directors and committees of other public
companies, the Company believes that Mr. Sokolow has the requisite set of skills
to serve as a Board or Board committee member of the
Company.




The terms of all directors expire at
the time of the next annual meeting of stockholders of the Company. There are no
family relationships among the directors and/or executive officers identified in
this Item 10.




Director
Independence




The Board
of Directors has evaluated each of its directors’ independence from Clarus based
on the definition of “independence” established by The NASDAQ Stock Market
(“NASDAQ”) and has determined that the Board is currently comprised of a
majority of independent directors, and Messrs. Ehrlich, Sokolow and House are
the independent directors. The Board has also determined that each of the
members of our Audit Committee is “independent” for purposes of Section
10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).




In its
review of each director’s independence from the Company, the Board of Directors
reviewed whether any transactions or relationships exist currently or, during
the past year existed, between each director and the Company and its
subsidiaries, affiliates, equity investors or independent registered public
accounting firm. The Board of Directors also examined whether there were any
transactions or relationships between each director and members of the senior
management of the Company or their affiliates.




3


Officers of the
Registrant




The
following table sets forth the name, age and position of each of our executive
officers as of April 22, 2010. Our executive officers are appointed by and serve
at the discretion of the Board of Directors of Clarus.




Name
              
              Age
              
              PositionWarren
      B. Kanders
              
              52
              
              Executive
      Chairman of the Board of DirectorsPhilip
      A. Baratelli
              
              42
              
              Chief
      Financial Officer, Secretary and
Treasurer





See
“Board of Directors of the Registrant” for biographical information with respect
to Warren B. Kanders.




Philip A. Baratelli, 42, has
served as our Chief Financial Officer, Secretary and Treasurer since February
2007. Since February 2007, Mr. Baratelli has also served as Chief Financial
Officer for Kanders & Co. Mr. Baratelli served as the Chief Financial
Officer for Highlands from April 2007 until September 2009. From June 2001 to
February 2007, Mr. Baratelli was the Corporate Controller and Treasurer of Armor
Holdings. From February 1998 to February 2001, Mr. Baratelli was employed by
PricewaterhouseCoopers LLP in various positions ranging from Associate to Senior
Associate. From 1991 to 1997, Mr. Baratelli worked for Barnett Banks, Inc. in
various finance and credit analysis positions. Mr. Baratelli received a Bachelor
of Science in finance from Florida State University in 1989 and a Bachelor of
Business Administration in accounting from the University of North Florida in
1995. Mr. Baratelli is a Certified Public Accountant.




Section
16(A) Beneficial Ownership Reporting Compliance




Section 16(a) of the Exchange Act
requires our directors and executive officers and any persons who beneficially
own more than 10% of our capital stock to file with the Commission (and, if such
security is listed on a national securities exchange, with such exchange),
various reports as to ownership of such capital stock. Such persons are required
by Commission regulations to furnish us with copies of all Section 16(a) forms
they file. Based solely upon reports and representations submitted by the
directors, executive officers and holders of more than 10% of our capital stock,
all Forms 3, 4 and 5 showing ownership of and changes of ownership in our
capital stock during 2009 were timely filed with the Commission




Code
of Ethics




The
Company has adopted a code of ethics that applies to its Executive Chairman of
the Board of Directors and Chief Financial Officer, who are the Company’s
principal executive officer and principal financial and accounting officer. The
code of ethics may be accessed at www.claruscorp.com, our Internet website, by
clicking on “Investor Relations,” selecting “About our Company,” and then
selecting “Corporate Governance.” The Company intends to disclose future
amendments to, or waivers from, certain provision of its code of ethics, if any,
on the above website within four business days following the date of such
amendment or waiver.




Audit
Committee of the Board of Directors




Our Audit Committee is currently
comprised of Messrs. House, Ehrlich and Sokolow, with Mr. House serving as the
Chairman. All of the members of our Audit Committee were determined by the Board
to be independent of Clarus based on NASDAQ’s definition of “independence.” Our
Board of Directors currently does not have an audit committee financial expert
(as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules and
regulations promulgated thereunder) serving on its Audit Committee. However, the
Board of Directors is looking for and considering candidates to appoint to the
Board of Directors and the Audit Committee who will serve on the Audit Committee
as an audit committee financial expert.


4


Item 11. Executive Compensation





EXECUTIVE
COMPENSATION





Compensation
Discussion and Analysis





Overview





The Compensation Committee of the Board
of Directors (the “Compensation Committee”) assists the Board in establishing
compensation packages for Clarus’ executive officers and non-employee directors
and administering Clarus’ incentive plans.  The Compensation Committee
is generally responsible for setting and administering the policies which govern
annual salaries of executive officers, raises and bonuses and certain awards of
stock options and common stock under Clarus’ 2005 Stock Incentive Plan and
otherwise, and, where applicable, compliance with the requirements of Section
162(m) of the Internal Revenue Code of 1986, as amended (the “IRC”) and such
responsibility is generally limited to the actions taken by the Compensation
Committee, although at times the full Board has determined annual executive
salaries, raises and, where the Company has determined that compliance with the
provisions of Section 162(m) of the IRC is not required, bonuses as well as
grants of stock options and common stock without having first received
recommendations from the Compensation Committee.  From time to time,
the Compensation Committee reviews our compensation packages to ensure that they
remain competitive with the compensation packages offered by similarly-situated
companies and continue to incentivize management and align management’s
interests with those of our stockholders.





The Compensation Committee is comprised
of two directors, each of whom has considerable experience in executive
compensation issues.  Each member of the Compensation Committee meets
the independence requirements specified by NASDAQ and by Section 162(m) of the
IRC.





Executive
Compensation Philosophy





The general philosophy of our executive
compensation program is to attract and retain talented management while ensuring
that our executive officers are compensated in a way that advances the interests
of our stockholders.  In pursuing these objectives, the Compensation
Committee believes that it is critical that a substantial portion of each
executive officer’s compensation be contingent upon our overall performance and
the growth of the Company.  The Compensation Committee is also guided
by the principles that our compensation packages must be competitive, must
support our overall strategy and objectives, must provide significant rewards
for outstanding financial performance while establishing clear consequences for
underperformance and must align management’s interests with the interests of
stockholders by linking compensation with performance.  Annual bonuses
and long-term awards for our executive officers should take into account not
only objective financial goals, but also individual performance goals that
reinforce our core values, which include leadership, accountability, ethics and
corporate governance.  It is the Compensation Committee’s
responsibility to determine the performance goals for the performance-based
compensation payable to our Named Executive Officers identified on the Summary
Compensation Table on page 8 in compliance with Section 162(m) of the IRC,
subject to ratification by the Board, and to certify compliance with such goals
before such compensation is paid.  Subject to this limitation, the
Compensation Committee may also make recommendations to the Board with respect
to Executive Chairman compensation and, either alone or with the other
independent members of our Board, to determine and approve our Executive
Chairman’s compensation.





In determining the compensation
packages for our executive officers and non-employee directors, the Compensation
Committee and the Board of Directors have evaluated the history and performance
of Clarus, previous compensation practices and packages awarded to Clarus’
executive officers and non-employee directors, and compensation policies and
packages awarded to executive officers and non-employee directors at
similarly-situated companies.





Use
of Outside Consultants





The
Compensation Committee has the authority to retain and terminate any independent
compensation consultant and to obtain independent advice and assistance from
internal and external legal, accounting and other advisors.  In 2009,
the Compensation Committee did not engage any such consultants.





Compensation
Program Components





Our
executive compensation program emphasizes company performance, individual
performance and an increase in stockholder value over time in determining
executive pay levels.  Our executive compensation program consists of
three key elements: (i) annual base salaries; (ii) a performance-based
annual bonus; and (iii) periodic grants of stock options and restricted stock.
The Compensation Committee believes that this three-part approach best serves
our and our stockholders’ interests by motivating executive officers to improve
our financial position, holding executives accountable for the performance of
the organizations for which they are responsible and by attracting key
executives into our service. Under our compensation program, annual compensation
for executive officers are composed of a significant portion of pay that is “at
risk” — specifically, the annual bonus, stock options and restricted
stock.




5


Annual
Cash Compensation





Base Salary.  In
reviewing and approving the base salaries of our executive officers, the
Compensation Committee considers the scope of work and responsibilities, and
other individual-specific factors; the recommendation of the Executive Chairman
(except in the case of his own compensation); compensation for similar positions
at similarly-situated companies; and the executive's
experience.  Except where an existing agreement establishes an
executive’s salary, the Compensation Committee reviews executive officer
salaries annually at the end of the fiscal year and establishes the base
salaries for the upcoming fiscal year. As part of our efforts to reduce our
level of operating expenses, pending consummation of an asset redeployment
transaction, Mr. Kanders agreed with the Company and its Board of
Directors pursuant to a letter dated August 6, 2009, to defer his $250,000
annual salary effective as of July 1, 2009, until the consummation of an asset
redeployment transaction, at which time all such deferred salary will be paid to
him.  In addition, as part of such additional efforts to reduce
our level of operating expenses, Mr. Baratelli agreed in a letter dated
August 6, 2009 to a ten percent (10%) reduction of his current base salary of
$200,000, effective as of July 1, 2009.  As Mr. Baratelli does not have an
employment agreement, his employment with the Company is
“at-will.”  In establishing Mr. Baratelli’s base salary, the Board
considered compensation for similar positions at similarly-situated companies in
the New York City metropolitan area and Mr. Baratelli’s prior experience as an
accountant, as well as Corporate Controller and Treasurer of Armor Holdings,
Inc.  Our Named Executive Officers devote only as much of their time
as is necessary to the affairs of the Company and also serve in various
capacities with other public and private entities, including not-for-profit
entities affiliated with Kanders & Company.





Performance-Based Annual
Bonus.  With regard to the compensation of the Named Executive
Officers subject to Section 162(m) of the IRC, the Compensation Committee
establishes the performance goals and then certifies the satisfaction of such
performance goals prior to the payment of the performance-based bonus
compensation.  In reviewing and approving the annual performance-based
bonus for our executive officers, the Compensation Committee may also consider
an executive’s contribution to the overall performance of Clarus, as well as
annual bonuses awarded to persons holding similar positions at
similarly-situated companies.  In 2009,
no performance-based bonus was awarded to Mr. Kanders or Mr. Baratelli because
the specific performance target of the Company consummating an asset
redeployment transaction was not achieved.  Had such performance
target been achieved in 2009, the specific amount of such performance-based
bonuses would have been in the discretion of the Company’s Compensation
Committee based upon a variety of factors including, without limitation, the
cost of consummating the asset redeployment transaction, the type of business
acquired including, without limitation, the revenues, earnings, cash flows,
growth potential, prospects, potential synergies and other relevant business
metrics of the business acquired, and the executive officer’s contributions as
part of consummating such asset redeployment transaction.In addition,
cash bonuses may be awarded at the discretion of the Board, the Compensation
Committee or the executive management of the Company. As part of our efforts to
reduce our level of operating expenses, pending consummation of an asset
redeployment transaction, the Board and Compensation Committee determined not to
award Mr. Kanders or Mr. Baratelli a cash bonus in 2009.





Equity-Based
Compensation





Executive
officers of Clarus and other key employees who contribute to the growth,
development and financial success of Clarus are eligible to be awarded stock
options to purchase our common stock, shares of restricted common stock, and
bonuses of shares of common stock under the 2005 Stock Incentive
Plan.  Awards under the 2005 Stock Incentive Plan help relate a
significant portion of an employee’s long-term remuneration directly to stock
price appreciation realized by all our stockholders and aligns an employee’s
interests with that of our stockholders.  The Compensation Committee
believes equity-based incentive compensation aligns executive and stockholder
interests because (i) the use of a multi-year lock-up or vesting schedule or
milestone based vesting schedule for equity awards encourages executive
retention and emphasizes long-term growth, and (ii) paying a significant portion
of management’s compensation in our equity provides management with a powerful
incentive to increase stockholder value over the long-term.  The
Compensation Committee determines appropriate individual long-term incentive
awards in the exercise of its discretion in view of the above criteria and
applicable policies.  The timing of our equity award grants is not
designed to have any relationship with our release of material, non-public
information. Awards are generally granted at previously scheduled meetings of
the Board and Compensation Committee and as required by our 2005 Stock Incentive
Plan, options and stock awards are granted with an exercise price and valued
equal to the fair market value of the Company’s common stock which is the
closing price on the date of such grant.





In May of
2009, Mr. Kanders was awarded immediately exercisable and vested three-year
options under the 2005 Stock Incentive Plan to purchase 21,250 shares of common
stock at an exercise price of $4.06.  Such options were granted upon
the expiration of a previously granted seven-year stock option award to purchase
21,250 shares of common stock that was currently exercisable and
vested.  In granting the new stock option award to Mr. Kanders the
Compensation Committee noted that the Company’s current practice with respect to
stock option awards has been to grant ten-year stock option awards with a
ten-year exercise period rather than  a seven-year exercise period and
believed that the interests of the Company and its stockholders would be served
if upon the expiration of the seven-year stock options, the Company granted to
Mr. Kanders a new three-year stock option award for the same amount of shares of
common stock as such expired seven-year stock option award.


6




Perquisites and Other Personal and
Additional Benefits




Executive
officers participate in other employee benefit plans generally available to all
employees on the same terms as similarly-situated employees.




The
Company maintains a qualified 401(k) plan that provides for a Company
contribution based on a matching schedule of a maximum of 6% up to the
applicable IRS limits.




The
Company also provides Named Executive Officers with perquisites and other
personal benefits that the Company and the Compensation Committee believe are
reasonable and consistent with its overall compensation program to better enable
the Company to attract and retain superior employees for key
positions.  The Compensation Committee periodically reviews the levels
of perquisites and other personal benefits provided to Named Executive
Officers.




The costs
to the Company associated with providing these benefits for executive officers
named in the Summary Compensation Table are reflected in the “All Other
Compensation” column of the Summary Compensation Table.




Accounting and Tax
Considerations





Section 162(m) of the IRC generally
disallows a tax deduction to public corporations for compensation other than
performance-based compensation over $1,000,000 paid for any fiscal year to an
individual who, on the last day of the taxable year, was (i) the Chief
Executive Officer or (ii) among the four other highest compensated
executive officers whose compensation is required to be reported in the Summary
Compensation Table contained herein.  Compensation programs generally
will qualify as performance-based if (1) compensation is based on
pre-established objective performance targets, (2) the programs’ material
features have been approved by stockholders, and (3) there is no discretion to
increase payments after the performance targets have been established for the
performance period.  The Compensation Committee desires to maximize
deductibility of compensation under Section 162(m) of the IRC to the extent
practicable while maintaining a competitive, performance-based compensation
program.  However, the Compensation Committee also believes that it
must reserve the right to award compensation which it deems to be in the best
interests of our stockholders but which may not be tax deductible under Section
162(m) of the IRC.





Post-Employment and Other
Events





Retirement, death, disability and
change-in-control events trigger the payment of certain compensation to the
Named Executive Officers that is not available to all salaried
members.  Such compensation is discussed under the headings
“Employment Agreements” and “Potential Payments Upon Termination or Change in
Control.”





Role of Executive Officers in
Compensation Decisions





The Compensation Committee determines
the total compensation of our Executive Chairman and oversees the design and
administration of compensation and benefit plans for all of the Company’s
employees.  Certain executive officers, including the Executive
Chairman and Chief Financial Officer, may attend a portion of most regularly
scheduled Compensation Committee meetings, excluding executive sessions, to
present topical issues for discussion and education as well as specific
recommendations for review.  The Compensation Committee also obtains
input from our legal, finance and tax advisors, as appropriate.





Summary





The Compensation Committee believes
that the total compensation package has been designed to motivate key management
to improve the operations and financial performance of the Company, thereby
increasing the market value of our Common Stock.  The tables in this
Executive Compensation section reflect the compensation structure established by
the Compensation Committee.





Compensation Committee Report





The
Company’s Compensation Committee of the Board has submitted the following report
for inclusion in this Annual Report:





Our
Compensation Committee has reviewed and discussed the Compensation Discussion
and Analysis contained in this Annual Report with management.  Based
on our Compensation Committee’s review of and the discussions with management
with respect to the Compensation Discussion and Analysis, our Compensation
Committee recommended to the Board of Directors that the Compensation Discussion
and Analysis be included in this Annual Report for filing with the Securities
and Exchange Commission.




7


MEMBERS
OF THE COMPENSATION COMMITTEE





Nicholas
Sokolow (Chairman)


Burtt R.
Ehrlich





Summary
Compensation Table





The
following summary compensation table sets forth information concerning the
annual and long-term compensation earned for the periods presented below by our
executive officers and persons as to whom disclosure is required under the
applicable rules of the Commission (collectively, the “Named Executive
Officers”).




Name and
                              Principal Position
                            
                            Year
                            
                            Salary
                              ($)
                            
                            
                            Bonus
                              ($)
                            
                            
                            Stock
                              Awards
                              ($)(1)
                            
                            
                            Option
                              Awards
                              ($)(2)
                            
                            
                            Non-Equity
                              Deferred
                              Compensation
                              Earnings
                            
                            
                            Nonqualified
                              Deferred
                              Compensation
                              Earnings
                            
                            
                            All Other
                              Compensation
                              ($)
                            
                            
                            Total
                              ($)Warren B. Kanders
      (3)
                            
                            2009
                            
                            
                            250,000
                            (4)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            14,690
                            (5)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            26,202
                            (6)
                            
                            
                            165,892Executive
      Chairman of the
                            
                            2008
                            
                            
                            250,000
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            46,899
                            
                            
                            
                            296,899Board
      of Directors
                            
                            2007
                            
                            
                            250,000
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            14,918
                            
                            
                            
                            264,918Philip A. Baratelli
      (7)
                            
                            2009
                            
                            
                            190,000
                            (8)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            35,479
                            (9)
                            
                            
                            225,479Chief
      Financial Officer
                            
                            2008
                            
                            
                            200,000
                            
                            
                            
                            50,000
                            (10)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            34,355
                            
                            
                            
                            284,3552007
                            
                            
                            170,833
                            
                            
                            
                            75,000
                            (10)
                            
                            
                            -
                            
                            
                            
                            277,370
                            (11)
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            59,683
                            
                            
                            
                            582,886





(1)
            Represents
      the aggregate grant date fair value computed in accordance with FASB ASC
      Topic 718 for awards made during the applicable year. For discussions on
      the relevant assumptions, see footnote 6, “Stock Incentive Plans” in the
      financial statements contained in the annual reports on Form 10-K for the
      years ended December 31, 2009 and 2008, and footnote 8, “Stock Incentive
      Plans” in the financial statements contained in the annual report on Form
      10-K for the year ended December 31,
2007.





(2)
            Represents
      the aggregate grant date fair value computed in accordance with FASB ASC
      Topic 718 for awards made during the applicable year. For discussions on
      the relevant assumptions, see footnote 6, “Stock Incentive Plans” in the
      financial statements contained in the annual reports on Form 10-K for the
      years ended December 31, 2009 and 2008, and footnote 8, “Stock Incentive
      Plans” in the financial statements contained in the annual report on Form
      10-K for the year ended December 31,
2007.





(3)
            Mr.
      Kanders is compensated pursuant to the terms of his employment agreement
      which is discussed under the heading “Employment Agreements” in this Proxy
      Statement.  Mr. Kanders is required to devote only as much time
      as is necessary to perform his duties for the
  Company.





(4)
            As
      part of our efforts to reduce our level of operating expenses, pending
      consummation of an asset redeployment transaction, Mr. Kanders agreed with
      the Company and its board of directors pursuant to a letter dated August
      6, 2009, to defer his $250,000 annual salary effective as of July 1, 2009,
      until the consummation of an asset redeployment transaction, at which time
      all such deferred salary will be paid to
him.





(5)
            Represents
      the grant date fair value per share of $0.69 of options computed in
      accordance with FASB ASC Topic 718 to purchase 21,250 shares of the
      Company’s common stock at an exercise price of $4.06 granted pursuant to
      the 2005 Stock Incentive Plan.





(6)
            “All
      Other Compensation” amount for Mr. Kanders in 2009 consists of the
      following items: 401(k) matching contributions, $5,062; health, short-term
      and long-term disability, $18,933; and life insurance,
    $2,207.





(7)
            Philip
      A. Baratelli commenced employment as the Company’s Chief Financial
      Officer, Secretary and Treasurer effective as of February 1,
      2007.  Mr. Baratelli’s employment with the Company is “at-will”
      and is required to devote only as much time as is necessary to perform his
      duties for the Company.





(8)
            As
      part of additional efforts to reduce our level of operating
      expenses, pending consummation of an asset redeployment transaction,
      Mr. Baratelli agreed in a letter dated August 6, 2009 to a ten percent
      (10%) reduction of his current base salary of $200,000, effective as of
      July 1, 2009.





(9)
            “All
      Other Compensation” for amount Mr. Baratelli in 2009 consists of the
      following items: 401(k) matching contributions, $8,550; health, short-term
      and long-term disability, $26,446; and life insurance,
    $483.




(10)
            Discretionary
      cash bonus awarded by the Board of
Directors.





(11)
            Represents
      the grant date fair value per share of $2.77 of options computed in
      accordance with FASB ASC Topic 718 to purchase 100,000 shares of the
      Company’s common stock at an exercise price of $5.98 granted pursuant to
      the 2005 Stock Incentive Plan.


8


Grants
of Plan-Based Awards





Name
                    
                    Grant
                      Date
                    
                    
                    All Other
                      Stock
                      Awards:
                      Number
                      of
                      Shares
                      of
      Stock
                      or
      Units
                      (#)
                    
                    
                    All
      Other
                      Option
                      Awards:
                      Number
      of
                      Securities
                      Underlying
                      Options
                      (#)
                    
                    
                    Exercise
                      or
      Base
                      Price
      of
                      Option
                      Awards
      ($)
                    
                    
                    Grant
                      Date
      Fair
                      Value
      of
                      Stock
      and
                      Option
                      Awards
                      ($)Warren
      B. Kanders
                    
                    5/28/09 (1)
                    
                    
                    
                    -
                    
                    
                    
                    21,250
                    
                    
                    $
                    4.06
                    
                    
                    $
                    14,690Philip
      A. Baratelli
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -





(1)
            Mr.
      Kanders was awarded immediately exercisable and vested three-year options
      under the 2005 Stock Incentive Plan to purchase 21,250 shares of common
      stock at an exercise price of $4.06.  Such options were granted
      upon the expiration of a previously granted seven-year stock option award
      to purchase 21,250 shares of common stock that was currently exercisable
      and vested. Additional information about our 2005 Stock Incentive Plan is
      included in the Compensation Discussion Analysis section of this Form
      10-K/A.





Outstanding
Equity Awards at Fiscal Year End





The
following table sets forth information concerning stock options and stock awards
held by the Named Executive Officers at December 31, 2009:





Option Awards
                          
                          Stock AwardsName
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options (#)
                            Exercisable
                          
                          
                          Number of
                            Securities
                            Underlying
                            Unexercised
                            Options (#)
                            Unexercisable
                          
                          
                          Equity
                            Incentive
                            Plan
                            Awards:
                            Number of
                            Securities
                            Underlying
                            Unexercised
                            Unearned
                            Options (#)
                          
                          
                          Option
                            Exercise
                            Price ($)
                          
                          Option
                            Expiration
                            Date
                          
                          Number of
                            Shares or
                            Units of
                            Stock That
                            Have Not
                            Vested (#)
                          
                          
                          Market
                            Value of
                            Shares or
                            Units of
                            Stock That
                            Have Not
                            Vested
                            ($)
                          
                          
                          Equity
                            Incentive
                            Plan Awards:
                            Number of
                            Unearned
                            Shares,
                            Units or
                            Other Rights
                            That Have
                            Not Vested
                            (#)
                          
                          
                          Equity
                            Incentive
                            Plan Awards:
                            Market or
                            Payout Value
                            of Unearned
                            Shares,
                            Units or
                            Other Rights
                            That Have
                            Not Vested
                            ($)Warren
      B. Kanders
                          
                          
                          200,000
                          (1)
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          5.35
                          
                          12/20/12
                          
                          
                          —
                          
                          
                          
                          
                          
                          
                          —400,000
                          (2)
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          7.50
                          
                          12/20/12
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          —400,000
                          (2)
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          10.00
                          
                          12/20/12
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          —21,250
                          (3)
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          4.06
                          
                          5/28/12
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          —500,000
                          (4)
                          
                          
                          2,125,000
                          
                          
                          
                          —
                          
                          
                          
                          2,125,000Philip
      A. Baratelli
                          
                          
                          50,000
                          (5)
                          
                          
                          50,000
                          (5)
                          
                          
                          —
                          
                          
                          
                          5.98
                          
                          12/13/17
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —
                          
                          
                          
                          —





(1)
            Fully
      vested stock option award granted pursuant to the 2005 Stock Incentive
      Plan.




(2)
            Fully
      vested non-plan stock option award.




(3)
            Options
      granted pursuant to the 2005 Stock Incentive Plan vested and became fully
      exercisable on May 28, 2009.




(4)
            Shares
      of restricted common stock which shall vest and become nonforfeitable if
      Mr. Kanders is an employee and/or a director of the Company or a
      subsidiary or affiliate of the Company on the earlier of (i) the date the
      closing price of the Company’s common stock equals or exceeds $15.00 per
      share for each of the trading days during a ninety consecutive day period,
      or (ii) the tenth anniversary of the date of grant, subject to
      acceleration in certain
circumstances.




(5)
            Options
      granted pursuant to the 2005 Stock Incentive Plan vest and become
      exercisable in equal annual installments over four years commencing
      December 13, 2008.




Option
Exercises and Stock Vested During Fiscal 2009





There were no options exercised by or
stock awards vesting to our Named Executive Officers during the year ended
December 31, 2009.


9




Pension
Benefits – Fiscal 2009
 
 There were no pension benefits earned
by our Named Executive Officers during the year ended December 31,
2009.
 
 Nonqualified
Defined Contribution and Other Nonqualified Deferred Compensation
Plans
  The
Company does not have any nonqualified defined contribution or other
nonqualified deferred compensation plans covering its Named Executive
Officers.
  Potential
Payments Upon Termination or Change of Control
 
 The tables below reflect the amount of
compensation to each of the Named Executive Officers of the Company in the event
of termination of such executive’s employment. The amount of compensation
payable to each Named Executive Officer upon voluntary termination; retirement;
involuntary not-for-cause termination; involuntary for cause termination;
termination following a change of control; retention following a change of
control and in the event of disability or death of the executive is shown below.
The amounts shown assume that such termination was effective as of December 31,
2009, and thus includes amounts earned through such time and are estimates of
the amounts which would be paid out to the executives upon their termination.
The actual amounts to be paid out can only be determined at the time of such
executive’s separation from the Company.
 
 Payments
Made Upon Termination
 
 Regardless of the manner in which a
Named Executive Officer’s employment terminates, he may be entitled to receive
amounts earned during his term of employment.
 
 Payments
Made Upon Retirement
 
 In the event of the retirement of a
Named Executive Officer, no additional benefits are paid.
 
 Payments
Made Upon a Change of Control
 
 Pursuant to the terms of the Company’s
employment agreement with Mr. Kanders, if Mr. Kanders’ employment with the
Company is terminated following a change of control (other than termination by
the Company for cause or by reason of death or disability) or if he terminates
his employment in certain circumstances defined in the agreement which
constitute “good reason,” then Mr. Kanders will receive the following
benefits:
 
 •
              all
      stock options and restricted stock held by Mr. Kanders will automatically
      vest and become exercisable and any lock-up provisions will be released;
      and
 
 •
              in
      the event of a change in control which results in Mr. Kanders’ involuntary
      or voluntary termination, he will continue to receive his base
      compensation, in accordance with Clarus’ normal payroll practices, for a
      period of 24 months after the effective date of such
      termination.
 
 Pursuant
to Mr. Kanders’ employment agreement, a change of control is deemed to occur in
the event that:
 
 •
              the
      current members of the Board cease to constitute a majority of the Board;
      or
 
 •
              the
      Company shall have been sold by either (i) a sale of all or substantially
      all its assets, or (ii) a merger or consolidation, other than any merger
      or consolidation pursuant to which the Company acquires another entity, or
      (iii) a tender offer, whether solicited or unsolicited;
  or
 
 •
              any
      party, other than the Company, is or becomes the “beneficial owner” (as
      defined in the Exchange Act), directly or indirectly, of voting securities
      representing 50% or more of the total voting power of the
      Company.
  10
  Warren
B. Kanders
 
 The following table shows the potential
payments upon termination or a change of control of the Company for Warren B.
Kanders, the Company’s Executive Chairman.
 
 Executive Benefits
                                                  upon Payments Upon
                                                  Separation
                                                
                                                Voluntary
                                                  Termination on
                                                  12/31/09
                                                  ($)
                                                
                                                
                                                For Cause
                                                  Termination
                                                  on 12/31/09
                                                  ($)
                                                
                                                
                                                Without
                                                  Cause
                                                  Termination
                                                  on 12/31/09
                                                  ($)
                                                
                                                
                                                Change-in-Control and
                                                  Termination
                                                  on 12/31/09
                                                  ($)
                                                
                                                
                                                Disability on
                                                  12/31/09
                                                  ($)
                                                
                                                
                                                Death on
                                                  12/31/09
                                                  ($)CompensationCash
      Severance − Salary
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                500,000
                                                (1)
                                                
                                                
                                                500,000
                                                (1)
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −Stock
      Options
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −Restricted
      Stock
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                2,125,000
                                                (2)
                                                
                                                
                                                2,125,000
                                                (2)
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −Benefits
      & PerquisitesLife
      Insurance
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                2,250,000Disability
      Income
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                −
                                                
                                                
                                                
                                                150,000
                                                (3)
                                                
                                                
                                                −Total
                                                
                                                
                                                −
                                                
                                                
                                                
                                                —
                                                
                                                
                                                
                                                2,625,000
                                                
                                                
                                                
                                                2,625,000
                                                
                                                
                                                
                                                150,000
                                                
                                                
                                                
                                                2,250,000
 
 (1)
              Mr.
      Kanders would be entitled to receive two times annual base salary of
      $250,000 pursuant to the terms of his employment agreement which is
      discussed under the heading “Employment Agreements” in this Annual Report
      on Form 10-K/A.
 
 (2)
              The
      unvested portion of 500,000 shares of restricted common stock awarded to
      Mr. Kanders on April 11, 2003 would be accelerated and valued using the
      December 31, 2009 market price of $4.25 per
  share.
 
 (3)
              Mr.
      Kanders would be entitled to receive $12,500 per month benefit or $150,000
      annually if he cannot perform his duties as the Company’s Executive
      Chairman
 
 (4)
              Upon
      Mr. Kanders’ death, his beneficiary would be entitled to receive $2
      million pursuant to the terms of his employment agreement which is
      discussed under the heading “Employment Agreements” in this Annual Report
      on Form 10-K/A.  Mr. Kanders’ beneficiary will also received
      $250,000 from a Company group term life policy that is maintained for the
      benefit of all of the Company’s
employees.
 
 Philip
A. Baratelli
 
 The following table shows the potential
payments upon termination or a change of control of the Company for Philip A.
Baratelli, the Company’s Chief Financial Officer, Secretary and
Treasurer.
 
 Executive Benefits
                                    upon Payments Upon
                                    Separation
                                  
                                  Voluntary
                                    Termination on
                                    12/31/09
                                    ($)
                                  
                                  
                                  For Cause
                                    Termination
                                    on 12/31/09
                                    ($)
                                  
                                  
                                  Without
                                    Cause
                                    Termination
                                    on 12/31/09
                                    ($)
                                  
                                  
                                  Change-in-Control and
                                    Termination
                                    on 12/31/09
                                    ($)
                                  
                                  
                                  Disability on
                                    12/31/09
                                    ($)
                                  
                                  
                                  Death on
                                    12/31/09
                                    ($)CompensationCash
      Severance − Salary
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −Stock
      Options
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −Restricted
      Stock
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −Benefits
      & PerquisitesLife
      Insurance
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  250,000
                                  (2)Disability
      Income
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  165,000
                                  (1)
                                  
                                  
                                  −Total
                                  
                                  
                                  −
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  −
                                  
                                  
                                  
                                  165,000
                                  
                                  
                                  
                                  250,000
 
 (1)
              Mr.
      Baratelli would be entitled to receive $13,750 per month benefit or
      $165,000 annually if he cannot perform his duties as the Company’s Chief
      Financial Officer.
 
 (2)
              Upon
      Mr. Baratelli’s death, his beneficiary would be entitled to receive
      $250,000 from a Company group term life policy that is maintained for the
      benefit of all of the Company’s
employees.
 
 11




EMPLOYMENT
AGREEMENTS





Warren
B. Kanders





In
December 2002, we entered into an employment agreement with Warren B. Kanders,
which provides that he will serve as Clarus’ Executive Chairman of the Board of
Directors and devote as much of his time as is necessary to perform such duties
for a three-year term that was extended on May 1, 2006 and is subject to
termination at anytime by the Company or Mr. Kanders.  It is noted
that Mr. Kanders also serves in various capacities with other public and private
entities, including blank check companies and not-for-profit entities affiliated
with Kanders & Company.  The agreement provides for an annual base
salary of $250,000. As part of our efforts to reduce our level of operating
expenses, pending consummation of an asset redeployment transaction, Mr. Kanders
agreed with the Company and its board of directors pursuant to a letter dated
August 6, 2009, to defer his $250,000 annual salary effective as of July 1,
2009, until the consummation of an asset redeployment transaction, at which time
all such deferred salary will be paid to him.  In addition, Mr.
Kanders is entitled, at the discretion of our Board of Directors, to performance
bonuses which may be based upon a variety of factors and to participate in our
stock incentive plans and other bonus plans adopted by us. We also maintain term
life insurance on Mr. Kanders in the amount of $2,000,000 for the benefit of his
designees.  Mr. Kanders’ employment agreement provides that if it
shall be determined that any payment or benefit provided to Mr. Kanders
pursuant to the terms of the employment agreement ( “Total Payment”) would be
subject, in whole or in part, to the excise tax imposed by Section 4999 of
the Code (the “Excise Tax”), then Mr. Kanders shall be entitled to receive
from the Company an additional payment (the “Gross-Up Payment”) in an amount
such that the net amount of the Total Payment and the Gross-Up Payment retained
by Mr. Kanders after the calculation and deduction of all Excise Taxes on
the Total Payments and all federal, state and local income tax, employment tax
and Excise Tax on the Gross-Up Payment, shall be equal to the Total
Payments.





Director
Summary Compensation Table




The following table summarizes the
compensation paid to our non-employee directors for the fiscal year ended
December 31, 2009:




Name
                                
                                Year
                                
                                Fees Earned or
                                  Paid in Cash
                                  ($)
                                
                                
                                Stock
                                    Awards
                                    ($)(1)
                                
                                
                                Option
                                    Awards
                                    ($)(2)
                                
                                
                                Non-Equity
                                  Incentive Plan
                                  Compensation
                                  ($)
                                
                                
                                Change in
                                  Pension Value and
                                  Nonqualified Deferred
                                  Compensation
                                  Earnings
                                  ($)
                                
                                
                                All Other
                                  Compensation
                                  ($)
                                
                                
                                Total
                                  ($)Burtt
      R.Ehrlich
                                
                                2009
                                
                                
                                14,000
                                
                                
                                
                                -
                                
                                
                                
                                41,842
                                (3)
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                55,842Donald
      House
                                
                                2009
                                
                                
                                14,000
                                
                                
                                
                                -
                                
                                
                                
                                27,152
                                (4)
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                41,152Nicholas
      Sokolow
                                
                                2009
                                
                                
                                14,000
                                
                                
                                
                                -
                                
                                
                                
                                41,842
                                (5)
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                55,842




(1)
            Represents
      the aggregate grant date fair value computed in accordance with FASB ASC
      Topic 718 for awards made during the applicable year. For discussions on
      the relevant assumptions, see footnote 6, “Stock Incentive Plans” in the
      financial statements contained in the Annual Report on Form 10-K for the
      year ended December 31, 2009.




(2)
            Represents
      the aggregate grant date fair value computed in accordance with FASB ASC
      Topic 718 for awards made during the applicable year. For discussions on
      the relevant assumptions, see footnote 6, “Stock Incentive Plans” in the
      financial statements contained in the Annual Report on Form 10-K for the
      year ended December 31, 2009.




(3)
            Mr.
      Ehrlich’s option award includes the grant of 20,000 options on June 18,
      2009, being valued at $1.36 amortized over a one year period and the grant
      of 21,250 options on May 28, 2009 valued at $0.69 amortized
      immediately.




(4)
            Mr.
      House’s option award includes the grant of 20,000 options on June 18,
      2009, valued at $1.36 amortized over a one year
  period.




(5)
            Mr.
      Sokolow’s option award includes the grant of 20,000 options on June 18,
      2009, valued at $1.36 amortized over a one year period and the grant of
      21,250 options on May 28, 2009 valued at $0.69 amortized
      immediately.





Discussion of
Director Compensation




Our directors, other than Mr. Kanders
who is compensated pursuant to his employment agreement (which is described
below under the heading “Employment Agreements”), are entitled to receive a
payment of $2,000 for each regular and special meeting of the Board of Directors
attended either in person or telephonically.  From time to time,
non-employee directors may also receive discretionary option or stock grants
under the 2005 Stock Incentive Plan.  In 2009, each of our
non-employee directors were awarded options under the 2005 Stock Incentive Plan
to purchase 20,000 shares of common stock at an exercise price of $4.00 vesting
equally over four consecutive quarters commencing June 30, 2009.




12




In
addition, in May of 2009, Messrs. Ehrlich and Sokolow were awarded
immediately exercisable and vested three-year options under the 2005 Stock
Incentive Plan to purchase 21,250 shares of common stock at an exercise price of
$4.06.  Such options were granted upon the expiration of a previously
granted seven-year stock option awards to purchase 21,250 shares of common stock
that were currently exercisable and vested.  In granting the new stock
option awards to Messrs. Ehrlich and Sokolow the Compensation Committee
noted that the Company’s current practice with respect to stock option awards
has been to grant ten-year stock option awards with a ten-year exercise period
rather than a seven-year exercise period and believed that the interests of the
Company and its stockholders would be served if upon the expiration of the
seven-year stock options, the Company granted to Messrs. Ehrlich
and Sokolow new three-year stock option awards for the same amount of
shares of common stock as such expired seven-year stock option
awards.




In
setting director compensation, the Company considers the significant amount of
time that directors expend in fulfilling their duties on our Board and Board
committees as well as the skill level required by the Company of members of the
Board and the need to continue to attract highly qualified candidates to serve
on our Board.  Director compensation arrangements are reviewed
annually to maintain such standards.




Involvement in Certain Legal
Proceedings




No director, executive officer, or
person nominated to become a director or executive officer has, within the last
ten years: (i) had a bankruptcy petition filed by or against, or a receiver,
fiscal agent or similar officer appointed by a court for, any business of such
person or entity with respect to which such person was a general partner or
executive officer either at the time of the bankruptcy filing or within two
years prior to that time; (ii) been convicted in a criminal proceeding or is
currently subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses); (iii) been subject to any order, judgment or decree,
not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from, or otherwise
limiting his involvement in any type of business, securities or banking
activities or practice; (iv) been found by a court of competent jurisdiction (in
a civil action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.




COMPENSATION
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
 During
fiscal 2009, none of the members of our Compensation Committee (i) served as an
officer or employee of Clarus or its subsidiaries, (ii) was formerly an officer
of Clarus or its subsidiaries or (iii) entered into any transactions with Clarus
or its subsidiaries. During fiscal 2009, none of our executive officers (i)
served as a member of the compensation committee (or other board committee
performing similar functions or, in the absence of any such committee, the board
of directors) of another entity, one of whose executive officers served on our
Compensation Committee, (ii) served as director of another entity, one of whose
executive officers served on our Compensation Committee, or (iii) served as
member of the compensation committee (or other board committee performing
similar functions or, in the absence of any such committee, the board of
directors) of another entity, one of whose executive officers served as a
director of Clarus.




13




Item
12. Security Ownership of Certain Beneficial Owners and Management





BENEFICIAL
OWNERSHIP OF COMPANY COMMON STOCK BY


DIRECTORS,
OFFICERS AND PRINCIPAL STOCKHOLDERS





The following table sets forth as of
April 22, 2010 certain information regarding the beneficial ownership of the
common stock outstanding by (i) each person known to us to own or control 5% or
more of our common stock, (ii) each of our directors and nominees, (iii) each of
our “Named Executive Officers” (as defined in Item 402(a)(3) of Regulation S-K),
set forth in the summary compensation table on page 9, and (iv) our Named
Executive Officers, directors and nominees as a group. Unless otherwise
indicated, each of the stockholders shown in the table below has sole voting and
investment power with respect to the shares beneficially owned. Unless otherwise
indicated, the address of each person named in the table below is c/o Clarus
Corporation, One Landmark Square, 22nd Floor,
Stamford, Connecticut 06901.




Name
                                          
                                          Common Stock
                                            BeneficiallyOwned(1)
                                          
                                          
                                          Percentage (%) of
                                            Common Stock(2)Warren
      B. Kanders
                                          
                                          
                                          4,349,127
                                          (3)
                                          
                                          
                                          24.0White
      Rock Capital Management, L.P.
                                            3131
      Turtle Creek Boulevard, Suite 800
                                            Dallas,
      TX 75219
                                          
                                          
                                          1,120,699
                                          (4)
                                          
                                          
                                          8.2Dimensional
      Fund Advisors LP
                                            Palisades
      West, Building One
                                            6300
      Bee Cave Road
                                            Austin,
      TX 78746
                                          
                                          
                                          891,150
                                          (5)
                                          
                                          
                                          5.2Nicholas
      Sokolow
                                          
                                          
                                          423,000
                                          (6)(7)
                                          
                                          
                                          2.4Burtt
      R. Ehrlich
                                          
                                          
                                          304,250
                                          (8)
                                          
                                          
                                          1.7Donald
      L. House
                                          
                                          
                                          291,249
                                          (9)
                                          
                                          
                                          1.7Philip
      A. Baratelli
                                          
                                          
                                          50,000
                                          (10)
                                          
                                          
                                          *All
      directors, nominees for directors and named executive officers as a group
      (5 persons)
                                          
                                          
                                          5,413,626
                                          (11)
                                          
                                          
                                          28.4




*
            Less
      than one percent.





(1)
            As
      used in this table, a beneficial owner of a security includes any person
      who, directly or indirectly, through contract, arrangement, understanding,
      relationship or otherwise has or shares within 60 days of April 22, 2010
      (a) the power to vote, or direct the voting of, such security or (b)
      investment power which includes the power to dispose, or to direct the
      disposition of, such security.





(2)
            Percentage
      of beneficial ownership is based on 17,366,747 shares of common stock
      outstanding as of April 22, 2010.





(3)
            Includes
      Mr. Kanders’ options to purchase 1,021,250 shares of common stock that are
      presently exercisable or exercisable within 60 days of April 22,
      2009.  Includes 500,000 unvested shares of restricted common
      stock, which have voting, dividend and other distribution
      rights.





(4)
            Based
      on a Schedule 13G/A filed on February 16, 2010, by White Rock Capital
      Management, L.P., White Rock Capital (TX), Inc., Mr. Thomas U. Barton, and
      Mr. Joseph U. Barton as a group.





(5)
              Based
      on a Schedule 13G/A filed by Dimensional Fund Advisors Inc. and certain of
      its affiliates on February 8,
2010.





(6)
            Includes
      Mr. Sokolow’s options to purchase 216,250 shares of common stock that are
      presently exercisable or exercisable within 60 days of April 22,
      2010.




14




(7)
            Includes
      206,750 shares of common stock held by ST Investors Fund, LLC, of which
      Mr. Sokolow is the Managing Member.





(8)
            Includes
      Mr. Ehrlich’s options to purchase 216,250 shares of common stock that are
      presently exercisable or exercisable within 60 days of April 22,
      2010.





(9)
            Includes
      Mr. House’s options to purchase 215,000 shares of common stock that are
      presently exercisable or exercisable within 60 days of April 22,
      2010.





(10)
            Includes
      Mr. Baratelli’s options to purchase 50,000 shares of common stock that are
      presently exercisable or exercisable within 60 days of April 22,
      2010.  Excludes options to purchase 50,000 shares of common
      stock that are presently unexercisable and unexercisable within the next
      60 days.





(11)
            Includes
      options to purchase 1,718,750 shares of common stock that are presently
      exercisable or exercisable within 60 days of April 22,
      2010.   Also includes 500,000 unvested shares of restricted
      common stock, which have voting, dividend and other distribution
      rights.  Excludes options to purchase 50,000 shares of common
      stock that are presently unexercisable and unexercisable within the next
      60 days.





Item 13. Certain Relationships and Related
Transactions





In September 2003, the Company and
Kanders & Company, an entity owned and controlled by the Company's Executive
Chairman, Warren B. Kanders, entered into a 15-year lease with a five-year
renewal option, as co-tenants with Kanders & Company to lease approximately
11,500 square feet in Stamford, Connecticut. Presently the Company pays $29,218
a month for its 75% portion of the lease.  Kanders & Company pays
$9,739 month for its 25% portion of the lease.  Rent expense is
recognized on a straight line basis. The lease provides the co-tenants with an
option to terminate the lease in years eight and ten in consideration for a
termination payment. The Company and Kanders & Company agreed to pay for
their proportionate share of the build-out construction costs, fixtures,
equipment and furnishings related to preparation of the space. In connection
with the lease, the Company obtained a stand-by letter of credit in the amount
of $850,000 to secure lease obligations for the Stamford facility. Kanders &
Company reimburses the Company for a pro rata portion of the approximately
$4,500 annual cost of the letter of credit.





The Company provides certain
telecommunication, administrative and other office services as well as
accounting and bookkeeping services to Kanders & Company that are reimbursed
by Kanders & Company.  Such services aggregated $221,000 during
the year ended December 31, 2009.





As of December 31, 2009, the Company
had a net receivable of $52,000 from Kanders & Company.  The
amount due to and from Kanders & Company is included in prepaids and other
current assets and accounts payable and accrued liabilities in the accompanying
consolidated balance sheet.  The outstanding amount was paid and
received in the first quarter of 2010.  As of December 31, 2008, the
Company had a net receivable of $21,000 from Kanders &
Company.  The amount due to and from Kanders & Company is included
in prepaids and other current assets and accounts payable and accrued
liabilities in the accompanying consolidated balance sheet.  The
outstanding amount was paid and received in the first quarter of
2009.





Until September 30, 2009, the Company
previously provided certain telecommunication, administrative and other office
services to Stamford Industrial Group, Inc. (“SIG”) that were reimbursed by
SIG.  Warren B. Kanders, our Executive Chairman, also served as the
Non-Executive Chairman of SIG.   Such services aggregated $18,700
during the year ended December 31, 2009.





As of December 31, 2009, the Company
had no outstanding receivables from or payables to SIG. As of December 31, 2008,
the Company had an outstanding receivable of $8,300 from SIG.  The
amount due from SIG is included in prepaids and other current assets in the
accompanying consolidated balance sheet.  The outstanding amount was
paid in January 2009.





During the year ended December 31,
2009, the Company incurred no charges related to Kanders Aviation LLC (“Kanders
Aviation”), an affiliate of the Company’s Executive Chairman, Warren B.
Kanders.  During the year ended December 31, 2008, the Company
incurred charges of approximately $14,000 for payments to Kanders Aviation,
relating to aircraft travel by officers of the Company for potential
redeployment transactions, pursuant to the Transportation Services Agreement,
dated December 18, 2003 between the Company and Kanders Aviation.  As
of December 31, 2009, the Company had no outstanding receivables from or
payables to Kanders Aviation.




15




In the opinion of management, the
rates, terms and considerations of the transactions with the related parties
described above are at least as favorable as those we could have obtained in
arms length negotiations or otherwise are at prevailing market prices and
terms.




Policy
and Procedures
 The Audit
Committee is responsible for reviewing and approving all related person
transactions. Under the Securities and Commissions rules, a related person is a
director, officer, nominee for director, or 5% stockholder of the company since
the beginning of the last fiscal year and their immediate family members. In
addition, under the Securities and Commissions rules, a related person
transaction is a transaction or series of transactions in which the company is a
participant and the amount involved exceeds $120,000, and in which any related
person had or will have a direct or indirect material interest.
 
 The Board
of Directors has a general practice of requiring directors interested in a
transaction not to participate in deliberations or to vote upon transactions in
which they have an interest, and to be sure that transactions with directors,
executive officers and major stockholders are on terms that align the interests
of the parties to such agreements with the interests of the
stockholders.
 
 These
practices are undertaken pursuant to written policies and procedures contained
in: (i) the Charter of the Audit Committee of the Company’s Board of Directors,
which vests the Audit Committee with the responsibility for the Company’s
compliance with legal and regulatory requirements; (ii) the Company’s Amended
and Restated Corporate Governance Guidelines, which vests in the Board and its
committees the specific function of ensuring processes are in place for
maintaining the integrity of compliance with law and ethics, and requiring that
directors recuse themselves from any discussion or decision affecting their
personal, business or professional interests; and (iii) the Company’s Code of
Business Conduct and Ethics, which requires compliance with applicable laws and
regulations, the avoidance of conflicts of interest, and prohibits the taking of
corporate opportunities for personal benefit.  In addition, as a
Delaware corporation, we are subject to Section 144 of the Delaware General
Corporation Law, which provides, among other things, that related party
transactions involving the Company and our directors or officers need to be
approved by a majority of disinterested directors or a duly authorized committee
of the Board comprised of disinterested directors after disclosure of the
material facts relating to the interested transaction in question.


Item 14. Principal Accountant Fees and
Services





PRINCIPAL ACCOUNTANT FEES AND SERVICES





Aggregate fees for professional
services rendered for Clarus by KPMG LLP for the fiscal years ended December 31,
2009 and 2008 were:





Fiscal 2009
                        
                        
                        Fiscal 2008Audit
      Fees
                        
                        $
                        150,000
                        
                        
                        $
                        176,000Audit
      Related Fees
                        
                        $
                        275,000
                        
                        
                        
                        —Tax
      Fees
                        
                        $
                        105,000
                        
                        
                        
                        —All
      Other Fees
                        
                        
                        —
                        
                        
                        
                        —Total
                        
                        $
                        530,000
                        
                        
                        $
                        176,000





Audit Fees.The
Audit Fees for the years ended December 31, 2009 and 2008, totaled $150,000 and
$176,000, respectively, were for professional services rendered for the audit of
our consolidated financial statements for the fiscal years ended December 31,
2009 and 2008, and for the review of our consolidated financial statements
included in our quarterly reports on Form 10-Q for fiscal 2009 and
2008.





Audit Related
Fees.For the fiscal year ended December 31, 2009, audit
related fees totaled $275,000, consisting of fees billed for assurance and
related services that are traditionally performed by the independent auditor.
The foregoing Audit Related Fees were incurred in connection with a proposed
transaction relating to the Company’s asset redeployment strategy, which
involved an acquisition of several major assets and a financing component that
terminated without consummation.  There were no Audit Related Fees for
the fiscal year ended December 31, 2008.





Tax
Fees.For the fiscal year ended December 31, 2009, tax
fees totaled $105,000, consisting of fees billed for all services performed by
the independent auditor’s tax personnel, except for those services related to
the audit, including due diligence review and analysis related to the impact of
mergers and acquisitions. The foregoing Tax Fees which were incurred in
connection with the analysis and review of a proposed transaction relating to
the Company’s redeployment strategy, which involved an acquisition of several
major assets and a financing component that terminated without
consummation.  There were no Tax Fees for the fiscal year ended
December 31, 2008.





All Other
Fees.There were no fees incurred for All Other Fees for the
fiscal years ended December 31, 2009 and 2008.





Auditor
Independence.The Audit Committee has considered the non-audit
services provided by KPMG LLP and determined that the provision of such services
had no effect on KPMG LLP’s independence from Clarus.





Audit Committee Pre-Approval Policy
and Procedures.The Audit Committee must review and
pre-approve all audit and non-audit services provided by KPMG LLP, our
independent auditors, and has adopted a Pre-Approval Policy.  In
conducting reviews of audit and non-audit services, the Audit Committee will
determine whether the provision of such services would impair the auditor’s
independence.  The term of any pre-approval is 12 months from the date
of pre-approval, unless the Audit Committee specifically provides for a
different period.  Any proposed services exceeding pre-approved fee
ranges or limits must be specifically pre-approved by the Audit
Committee.





Requests
or applications to provide services that require pre-approval by the Audit
Committee must be accompanied by a statement of the independent auditors as to
whether, in the auditor’s view, the request or application is consistent with
the Securities and Exchange Commission’s rules on auditor
independence.  Each pre-approval request or application must also be
accompanied by documentation regarding the specific services to be
provided.





Since the
adoption of the Pre-Approval Policy by the Audit Committee on March 11, 2004,
the Audit Committee has not waived the pre-approval requirement for any services
rendered by KPMG LLP to Clarus.  All of the services provided by KPMG
LLP to Clarus described above were pre-approved by the Audit
Committee.




16




PART
IV





Item
15. Exhibits, Financial Statement Schedules





Financial
Statements, Financial Statement Schedules and Exhibits




(3)




Exhibit
                        Number
                      
                      Exhibit3.1
                      
                      Amended
      and Restated Certificate of Incorporation of the Company (incorporated
      herein by reference to Appendix C of the Company’s Definitive Proxy
      Statement filed with the Securities and Exchange Commission on November 6,
      2002).3.2
                      
                      Amendment
      to Amended and Restated Certificate of Incorporation of the Company
      (incorporated herein by reference to Exhibit 3.1 of the Company's Current
      Report on Form 8-K, filed with the Securities and Exchange Commission on
      July 31, 2003).3.3
                      
                      Amended
      and Restated Bylaws of the Company (incorporated herein by reference to
      Appendix D of the Company's Definitive Proxy Statement filed with the
      Securities and Exchange Commission on November 6,
2002).3.4
                      
                      Amendment
      No. 1 to the Amended and Restated Bylaws of the Company (incorporated
      herein by reference to Exhibit 3.4 of the Company's Annual Report on Form
      10-K, filed with the Securities and Exchange Commission on March 31,
      2003).3.5
                      
                      Form
      of Certificate of Designation of Series A Junior Participating Preferred
      Stock (incorporated herein by reference to Exhibit 3.1 of the Company's
      Form 8-K, filed with the Securities and Exchange Commission on February
      13, 2008).4.1
                      
                      See
      Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for provisions of the Amended and
      Restated Certificate of Incorporation and Amended and Restated Bylaws of
      the Company defining rights of the holders of Common Stock of the
      Company.4.2
                      
                      Specimen
      Stock Certificate (incorporated herein by reference to Exhibit 4.2 of the
      Company's Registration Statement on Form S-1 filed with the Securities and
      Exchange Commission on May 26, 1998 (File No.
  333-46685)).4.3
                      
                      Restricted
      Stock Agreement, dated as of April 11, 2003, between the Company and
      Warren B. Kanders (incorporated herein by reference to Exhibit 4.1 of the
      Company's Form 10-Q filed with the Securities and Exchange Commission on
      May 15, 2003). *4.4
                      
                      Rights
      Agreement, dated as of February 12, 2008, by and between Clarus
      Corporation and American Stock Transfer & Trust Company (incorporated
      herein by reference to Exhibit 4.2 of the Company’s Form 8-K filed with
      the Securities and Exchange Commission on February 13,
    2008).4.5
                      
                      Form
      of Rights Certificate (incorporated herein by reference to Exhibit 4.1 of
      the Company’s Form 8-K filed with the Securities and Exchange Commission
      on February 13, 2008).10.1
                      
                      Form
      of Indemnification Agreement for Directors and Executive Officers of the
      Company (incorporated herein by reference to Exhibit 10.1 of the Company's
      Form 8-K filed with the Securities and Exchange Commission on December 23,
      2002).10.2
                      
                      Employment
      Agreement, dated as of December 6, 2002, between the Company and Warren B.
      Kanders (incorporated herein by reference to Exhibit 10.2 of the Company's
      Form 8-K filed with the Securities and Exchange Commission on December 23,
      2002).*10.3
                      
                      Amended
      and Restated Stock Incentive Plan (incorporated herein by reference to
      Exhibit 10.2 of the Company's Form 10-Q filed with the Securities and
      Exchange Commission on August 14, 2000). *10.4
                      
                      Form
      of Nonqualified Stock Option Agreement (incorporated herein by reference
      to Exhibit 10.5 of the Company's Form 10-Q filed with the Securities and
      Exchange Commission on August 14, 2000). *10.5
                      
                      Lease,
      dated as of September 23, 2003, between Reckson Operating Partnership,
      L.P., the Company and Kanders & Company, Inc. (incorporated herein by
      reference to Exhibit 10.1 of the Company's 10-Q filed with the Securities
      and Exchange Commission on November 12,
2003).




17




10.6
            
            Transportation
      Services Agreement, dated as of December 18, 2003, between Kanders
      Aviation, LLC and the Company(incorporated herein by reference to Exhibit
      10.23 of the Company's 10-K filed with the Securities and Exchange
      Commission on March 11, 2004).10.7
            
            Clarus
      Corporation 2005 Stock Incentive Plan (incorporated herein by reference to
      Appendix A of the Company's Definitive Proxy Statement filed with the
      Securities and Exchange Commission on May 2, 2005). *10.8
            
            Form
      of Stock Option Agreement for the Clarus Corporation 2005 Stock Incentive
      Plan (incorporated herein by reference to Exhibit 10.1 of the Company's
      Form 10-Q filed with the Securities and Exchange Commission on November 3,
      2005). *10.9
            
            Amendment
      to the form of Stock Option Agreement for the Clarus Corporation 2005
      Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of
      the Company's Form 8-K filed with the Securities and Exchange Commission
      on January 6, 2006). *10.10
            
            Stock
      Option Agreement, dated December 23, 2002, between the Company and Warren
      B. Kanders (incorporated herein by reference to Exhibit 4.6 of the
      Company's Registration Statement Form S-8 filed with the Securities and
      Exchange Commission on August 19, 2005). *10.11
            
            Extension
      Agreement, dated as of May 1, 2006, to the Employment Agreement, dated as
      of December 6, 2002, between the Company and Warren B. Kanders
      (incorporated herein by reference to Exhibit 10.2 of the Company’s Form
      8-K filed with the Securities and Exchange Commission on May 4,
      2006).*10.12
            
            Letter
      Agreement dated August 6, 2009, between Clarus Corporation and Warren B.
      Kanders (incorporated herein by reference to Exhibit 10.1 of the Company’s
      Quarterly Report on Form 10-Q filed with the Securities and Exchange
      Commission on August 6, 2009).*10.13
            
            Letter
      Agreement dated August 6, 2009, between Clarus Corporation and Philip A.
      Baratelli (incorporated herein by reference to Exhibit 10.1 of the
      Company’s Quarterly Report on Form 10-Q filed with the Securities and
      Exchange Commission on August 6, 2009).*23.1
            
            Consent
      of Independent Registered Public Accounting Firm. (incorporated herein by
      reference to Exhibit 23.1 of the Company’s Annual Report on Form 10-K
      filed with the Securities and Exchange Commission on March 15,
      2010).*31.1
            
            Certification
      of Principal Executive Officer, Rule 13a-14(a) as Adopted Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.**31.2
            
            Certification
      of Principal Financial Officer, Rule 13a-14(a) as Adopted Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.**32.1
            
            Certification
      of Principal Executive Officer, Rule 13a-14(b) as Adopted Pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.**32.2
            
            Certification
      of Principal Financial Officer, Rule 13a-14(b) as Adopted Pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.***   Management
      contract or compensatory plan or arrangement.**
      Filed herewith




18





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.






CLARUS
CORPORATION


Date: January 10,
      2011
              By: /s/ Robert N.
      Peay________
                Robert N.
      Peay
                Chief Financial
      Officer
                (Principal
      Financial Officer and Principal Accounting
      Officer)
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated below.
 
 Signature
                                                Title
                                                Date/s/ Warren B.
      Kanders
                                                  Warren
      B. Kanders
                                                Chairman
      of the Board
                                                January
      10, 2011/s/ Peter R.
      Metcalf
                                                  Peter
      R. Metcalf
                                                President,
      Chief Executive Officer and Director
                                                  (Principal
      Executive Officer)
                                                January
      10, 2011/s/ Robert N.
      Peay
                                                  Robert N.
    Peay
                                                Chief
      Financial Officer
                                                  (Principal
      Financial Officer and Principal Accounting Officer)
                                                January
      10, 2011/s/ Robert R.
      Schiller
                                                  Robert
      R. Schiller
                                                Vice
      Chairman of the Board
                                                January
      10, 2011/s/ Michael A.
      Henning
                                                  Michael
      A. Henning
                                                Director
                                                January
      10, 2011/s/ Nicholas
      Sokolow
                                                  Nicholas
      Sokolow
                                                Director
                                                January
      10, 2011/s/ Donald L.
      House
                                                  Donald
      L. House
                                                Director
                                                January
      10, 2011/s/ Philip N.
      Duff
                                                  Philip
      N. Duff
                                                Director
                                                January
      10, 2011
  19


EXHIBIT
INDEX





Number
                      
                      Exhibit31.1
                      
                      Certification
      of Principal Executive Officer, Rule 13a-14(a) as Adopted Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.31.2
                      
                      Certification
      of Principal Financial Officer, Rule 13a-14(a) as Adopted Pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
                      
                      Certification
      of Principal Executive Officer, Rule 13a-14(b) as Adopted Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
                      
                      Certification
      of Principal Financial Officer, Rule 13a-14(b) as Adopted Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
  2002.




20