Exhibit 10.6
 Employment Agreement
 Agreement Executive Company
 RECITALS
   AGREEMENT
  1. Certain Definitions
 (a)
    
    AAA shall have the meaning
set forth in Section 17.(b)
    
    Affiliate shall mean, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with, such Person where
control shall have the meaning given such term under Rule 405 of the Securities Act of 1933, as
amended from time to time.(c)
    
    Agreement shall have the
meaning set forth in the preamble hereto.(d)
    
    Annual Base Salary shall have
the meaning set forth in Section 3(a).(e)
    
    Annual Bonus shall have the
meaning set forth in Section 3(b).(f)
    
    Board shall mean the Board of
Directors of the Company.(g)
    
    The Company shall have Cause to terminate the Executives employment
hereunder upon: (i) the Executives repeated and willful failure to substantially perform the
duties set forth in this Agreement (other than any such failure resulting from the Executives
Disability or any inability to engage in any substantial gainful activity that could reasonably be
expected to result in Disability) which results in material harm to the Company and which is not
remedied within 30 days after receipt of written notice from the Company specifying such failure;
(ii) the Executives repeated and willful failure to carry out, or comply with, in any material
respect any lawful and reasonable directive of the Board not
inconsistent




---



##### 



with the terms of this Agreement, which is not remedied within 30 days after receipt of
written notice from the Company specifying such failure; or (iii) the Executives commission at any
time of any act or omission that results in, or would reasonably be expected to result in, a
conviction, plea of no contest or plea of nolo contenderefor any felony or crime involving moral
turpitude. For the avoidance of doubt, failure to attain individual or Company performance goals
shall not constitute Cause for purposes of this
Agreement.(h)
    
    Cause Event shall have the
meaning set forth in Section 4(b).(i)
    
    Cause Triggering Date shall have the meaning set forth in Section
4(b).(j)
    
    Change in Control shall mean (i) any transaction or series of
transactions within a 12-month period where (A) more than 50% of the then outstanding shares of the
Companys common stock are redeemed (for cash, property (including, without limitation, stock in
any corporation), or indebtedness, or any combination thereof) by the Company or purchased by any
person(s), firm(s) or entity(ies), or exchanged for shares in any other corporation whether or not
affiliated with the Company, or any combination of such redemption, purchase or exchange, or (B)
more than 50% of the Companys assets are purchased by any person(s), firm(s) or entity(ies)
whether or not affiliated with the Company for cash, property (including, without limitation, stock
in any corporation) or indebtedness or any combination thereof, or (C) the Company is merged or
consolidated with another corporation regardless of whether the Company is the survivor (except any
such transaction solely for the purpose of changing the Companys domicile or which does not change
the ultimate beneficial ownership of the equity interests in the Company), or (ii) any substantial
equivalent of any such redemption, purchase, exchange, change, transaction or series of
transactions, acquisition, merger or consolidation constituting such a change in control. For
purposes hereof, the term control shall have the meaning ascribed thereto under the Securities
Exchange Act of 1934, as amended from time to time, and the regulations thereunder. For purposes
of clause (i)(B) above or as appropriate for purposes of clause (ii) above, the Company shall be
deemed to include on a consolidated basis all subsidiaries and other affiliated corporations or
other entities with the same effect as if they were divisions.(k)
    
    Code shall mean the Internal
Revenue Code of 1986, as amended.(l)
    
    Committee shall mean the Compensation Committee of the Board, or if no
such committee exists, the Board.(m)
    
    Company shall, except as otherwise provided in Section 6(j), have the
meaning set forth in the preamble hereto.(n)
    
    Continued Coverage shall have the meaning set forth in Section
5(b)(iii).(o)
    
    Date of Termination shall mean (i) if the Executives employment is
terminated due to the Executives death, the date of the Executives death; (ii) if the Executives
employment is terminated due to the Executives Disability, the date determined pursuant to Section
4(a)(ii); or (iii) if the Executives employment is
terminated pursuant to Section 4(a)(iii)- 2




---



##### 



(vi) either the date indicated in the Notice of Termination or the date specified by the
Company pursuant to Section 4(b), whichever is earlier.(p)
    
    Disability shall mean the Executives inability to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or that can be expected to last for a continuous period of
not less than twelve (12) months.(q)
    
    Effective Date shall mean the date of the consummation of an initial
public offering of the Companys common stock.(r)
    
    Executive shall have the
meaning set forth in the preamble hereto.(s)
    
    Extension Term shall have the
meaning set forth in Section 2(b).(t)
    
    The Executive shall have Good Reason to terminate the Executives
employment hereunder within two (2) years after the occurrence of one or more of the following
conditions without the Executives prior written consent: (i) a material diminution in the nature
or scope of the Executives responsibilities, duties or authority, a material diminution in the
Executives title, or the assignment to the Executive of duties that are inconsistent with the
Executives position; (ii) a reduction of the Executives Annual Base
Salary or Annual Bonus or the failure of the Company to make any payment or provide any benefit
under this Agreement; (iii) the Companys breach of this Agreement; (iv) a material change in the
geographic location at which the Executive must perform the Executives material services hereunder
(which shall in no event include a relocation of the Executives principal place of business less
than 20 miles from the Virginia Beach, Virginia metropolitan area); or (v) the assignment to the
Executive of any duties materially inconsistent in any respect with the Executives position
(including status, offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 2 of this Agreement, or any other action by  Company
which results in a material diminution of such position, authority, duties or responsibilities;
provided, however, that notwithstanding the foregoing the Executive may not resign
his employment for Good Reason unless: (A) the Executive provides the Company with at least 30 days
prior written notice of his intent to resign for Good Reason (which notice is provided not later
than the 90th day following the Executives knowledge of the occurrence of the event
constituting Good Reason); and (B) the Company does not remedy the alleged violation(s) within such
30-day period; provided, further, that, for the avoidance of doubt, the failure of
the shareholders to elect the Executive to the Board following proposal for re-election by the
Board as described in Section 2(c) shall not constitute Good
Reason.(u)
    
    Initial Term shall have the
meaning set forth in Section 2(b).(v)
    
    Notice of Termination shall have the meaning set forth in Section
4(b).(w)
    
    Person shall mean any individual, natural person, corporation
(including any non-profit corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, company (including any company limited by shares,
limited liability 3




---



##### 



company or joint stock company), incorporated or unincorporated association, governmental
authority, firm, society or other enterprise, organization or other
entity of any nature.(x)
    
    Pro Rata Bonus shall have the
meaning set forth in Section 5(b)(ii).(y)
    
    Proprietary Information shall have the meaning set forth in Section
6(d).(z)
    
    Release shall have the
meaning set forth in Section 5(b).(aa)
    
    Release Expiration Date shall have the meaning set forth in Section
22(c).(bb)
    
    Restricted Period shall mean the period from the Effective Date
through the first
(1st)
anniversary of the Date of Termination.(cc)
    
    Section 409A shall mean Section 409A of the Code and the Department
of Treasury regulations and other interpretive guidance issued thereunder, including without
limitation any such regulations or other guidance that may be issued
after the Effective Date.(dd)
    
    Severance Payment shall have
the meaning set forth in Section 5(b).(ee)
    
    Severance Period shall have
the meaning set forth in Section 5(b).(ff)
    
    Term shall have the meaning
set forth in Section 2(b). 2. Employment
 In General
 Term of Employment Initial Term rd Extension Term Term
 Position and Duties
 4




---



##### 



3. Compensation and Related Matters
 Annual Base Salary Annual Base Salary
 Annual Bonus Annual Bonus th
 Benefits
 Vacation; Holidays
 Business Expenses
 5




---



##### 



4. Termination .
 Circumstances
 (i)
    
    Death. The Executives employment hereunder shall terminate upon
the Executives death.(ii)
    
    Disability. If the Executive incurs a Disability, the Company
may give the Executive written notice of its intention to terminate the Executives
employment. In that event, the Executives employment with the Company shall terminate,
effective on the later of the thirtieth (30th) day after receipt of such notice
by the Executive or the date specified in such notice; provided that within the
thirty (30) day period following receipt of such notice, the Executive shall not have
returned to full-time performance of the Executives duties hereunder.(iii)
    
    Termination for Cause. The Company may terminate the
Executives employment for Cause.(iv)
    
    Termination without Cause. The Company may terminate the
Executives employment without Cause.(v)
    
    Resignation for Good Reason. The Executive may resign from the
Executives employment for Good Reason.(vi)
    
    Resignation without Good Reason. The Executive may resign from
the Executives employment without Good Reason.(vii)
    
    Non-Extension of Term by the Company. The Company may give
notice of non-extension to the Executive pursuant to
Section 2(b). For the avoidance of doubt, non-extension of the Term by the Company shall not constitute termination by the
Company without Cause.(viii)
    
    Non-Extension of Term by the Executive. The Executive may
give notice of non-extension to the Company pursuant to
Section 2(b).
 Notice of Termination Notice
of Termination provided however
 6




---



##### 



provided further
 Cause Event Cause Triggering Date
 5. Company Obligations upon Termination of Employment
 In General
 7




---



##### 



Termination without Cause or for Good Reason Exhibit A Release
 st Severance Period Severance Payment
 Pro Rata Bonus
 Continued Coverage provided
 8




---



##### 



Termination due to Death or Disability
 (i)
    
    Pay to the Executive (or, if applicable, his estate) an amount equal to
the product of (A) the ratio of (x) the number of days elapsed during the fiscal year during
which such termination of employment occurs on or prior to the Date of Termination, to (y)
365, and (B) the Board-approved Annual Bonus payout for the Executive for such fiscal year,
based on actual Company performance for such fiscal year, payable at the time the Annual
Bonus would have been paid to the Executive had the Executive remained employed through the
end of such fiscal year; and(ii)
    
    Provide the Executive, if applicable, and the Executives spouse and the
Executives eligible dependents with Continued Coverage, in accordance with the terms
described in Section 5(b)(iii) above, during the twelve-month period immediately following
the Date of Termination.   9




---



##### 



6. Restrictive Covenants
 (a)
    
    The Executive hereby agrees that the Executive shall not, at any time during the
Restricted Period, directly or indirectly engage in, have any interest in (including, without
limitation, through the investment of capital or lending of money or property), or manage, operate
or otherwise render any services (including any services similar to the services the Executive
performed for the Company during the Term) to, any Person (whether on his own or in association
with others, as a principal, director, officer, employee, agent, representative, partner, member,
security holder, consultant, advisor, independent contractor, owner, investor, participant or in
any other capacity) that engages in (either directly or through any subsidiary or affiliate
thereof) the business of providing value-added tactical equipment logistics and supply chain
solutions or distributing tactical and operational equipment or any other business in which the
Company or any of its subsidiaries or affiliates is engaged in on the Date of Termination that is
material to the Companys operations, in any locale of any country in which the Company or its
subsidiaries or affiliates conducts business. Notwithstanding the foregoing, the Executive shall be
permitted to acquire a passive stock or equity interest in such a business; provided that
such stock or other equity interest acquired is not more than five percent (5%) of the outstanding
interest in such business.(b)
    
    The Executive hereby agrees that the Executive shall not, at any time during the
Restricted Period, directly or indirectly, either for himself or on behalf of any other Person, (i)
recruit or otherwise solicit or induce any employee, customer or supplier of the Company to
terminate its employment or arrangement with the Company, or otherwise change its relationship with
the Company, or (ii) hire, or cause to be hired, any person who was employed by the Company at any
time during the twelve (12)-month period immediately prior to the Date of Termination or who
thereafter becomes employed by the Company.(c)
    
    The provisions contained in Sections 6(a) and (b) may be altered and/or waived to be made
less restrictive on the Executive with the prior written consent of the Board or the Committee.(d)
    
    Except as the Executive reasonably and in good faith determines to be required in the
faithful performance of the Executives duties hereunder or in accordance with Section 6(f), the
Executive shall, during the Term and after the Date of Termination, maintain in confidence and
shall not directly or indirectly, use, disseminate, disclose or publish, for the Executives
benefit or the benefit of any other Person, any confidential or proprietary information or trade
secrets of or relating to the Company, including, without limitation,
 10




---



##### 



information with respect to the Companys operations, processes, protocols, products, inventions,
business practices, finances, principals, vendors, suppliers, customers, potential customers,
marketing methods, costs, prices, contractual relationships, regulatory status, compensation paid
to employees or other terms of employment (Proprietary Information), or deliver to any
Person, any document, record, notebook, computer program or similar repository of or containing any
such Proprietary Information. The Executives obligation to maintain and not use, disseminate,
disclose or publish, or use for the Executives benefit or the benefit of any other Person, any
Proprietary Information after the Date of Termination will continue so long as such Proprietary
Information is not, or has not by legitimate means become, generally known and in the public domain
(other than by means of the Executives direct or indirect disclosure of such Proprietary
Information) and continues to be maintained as Proprietary Information by the Company. The parties
hereby stipulate and agree that as between them, the Proprietary Information identified herein is
important, material and affects the successful conduct of the businesses of the Company (and any
successor or assignee of the Company).(e)
    
    Upon termination of the Executives employment with the Company for any reason, the
Executive will promptly deliver to the Company (i) all correspondence, drawings, manuals, letters,
notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents
that are Proprietary Information, including all physical and digital copies thereof, and (ii) all
other Company property (including, without limitation, any personal computer or wireless device and
related accessories, keys, credit cards and other similar items) which is in his possession,
custody or control.(f)
    
    The Executive may respond to a lawful and valid subpoena or other legal process but shall
give the Company the earliest possible notice thereof, and shall, as much in advance of the return
date as possible, make available to the Company and its counsel the documents and other information
sought, and shall assist such counsel in resisting or otherwise responding to such process.(g)
    
    The Executive agrees not to disparage the Company, any of its products or practices, or
any of its directors, officers, agents, representatives, partners, members, equity holders or
Affiliates, either orally or in writing, at any time; provided that the Executive may
confer in confidence with the Executives legal representatives and make truthful statements as
required by law. The Company agrees to instruct its executive officers and directors not to
disparage the Executive, either orally or in writing, at any time; provided that the
executive officers and directors may confer in confidence with their legal representatives and make
truthful statements as required by law.(h)
    
    Prior to accepting other employment or any other service relationship during the
Restricted Period, the Executive shall provide a copy of this Section 6 to any recruiter who
assists the Executive in obtaining other employment or any other service relationship and to any
employer or other Person with which the Executive discusses potential employment or any other
service relationship.(i)
    
    In the event the terms of this Section 6 shall be determined by any court of competent
jurisdiction to be unenforceable by reason of its extending for too great a period of time or over
too great a geographical area or by reason of its being too extensive in any other
 11




---



##### 



respect, it will be interpreted to extend only over the maximum period of time for which it may be
enforceable, over the maximum geographical area as to which it may be enforceable, or to the
maximum extent in all other respects as to which it may be enforceable, all as determined by such
court in such action. Any breach or violation by the Executive of the provisions of this Section 6
shall toll the running of any time periods set forth in this Section 6 for the duration of any such
breach or violation.(j)
    
    As used in this Section 6, the term Company shall include the Company and any direct or
indirect subsidiary entity thereof.
 7. Injunctive Relief .
 8. Assignment and Successors .
 9. Governing Law .
 10. Validity .
 11. Notices .
 (a)
    
    If to the Company:ADS Tactical, Inc.
621 Lynnhaven Parkway, Suite 400
 12




---



##### 



Virginia Beach, Virginia 23452
Attn: General Counsel
Facsimile: (757) 440-3004

With a copy to:Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4802
Attn: Bradd L. Williamson
Facsimile: (212) 751-4864(b)
    
    If to the Executive, at the address set forth on the signature page
hereto.
 12. Counterparts .
 13. Entire Agreement .
 14. Amendments; Waivers . provided however
 15. No Inconsistent Actions .
 16. Construction .
 13




---



##### 



17. Arbitration AAA provided however provided
 18. Enforcement .
 19. Withholding .
 20. Absence of Conflicts; Executive Acknowledgement; Confidentiality .
 14




---



##### 



21. Survival .
 22. Section 409A
 General
 Separation from Service under Section 409A
 15




---



##### 



Release Release Expiration Date
 23. Compensation Recovery Policy .
 [Signature page follows]
 16




---



##### 



COMPANYBy:

/s/ Luke
HillierName:Title:EXECUTIVEBy:

/s/ Daniel
ClarksonDaniel Clarkson




---



##### 



EXHIBIT A
 FORM OF WAIVER AND RELEASE OF CLAIMS AGREEMENT
 Release Executive Company
  Employment Agreement
 Releasees Claims




---



##### 



THE EXECUTIVE UNDERSTANDS THAT THE EXECUTIVE HAS TWENTY-ONE (21) DAYS TO CONSIDER
WHETHER OR NOT TO SIGN THIS RELEASE. THE COMPANY HEREBY ADVISES THE EXECUTIVE OF THE EXECUTIVES
RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THE RELEASE AND THE EXECUTIVE ACKNOWLEDGES THAT
THE EXECUTIVE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY AND HAS EITHER HELD SUCH
CONSULTATION OR HAS DETERMINED NOT TO CONSULT WITH AN ATTORNEY
 THE EXECUTIVE UNDERSTANDS THAT THE EXECUTIVE MAY REVOKE THE EXECUTIVES ACCEPTANCE OF
THIS RELEASE BY DELIVERING NOTICE OF REVOCATION TO [__________], THE [____________] OF THE
 A-2




---



##### 



COMPANY, WITHIN THE SEVEN (7) DAY PERIOD BEGINNING ON THE DAY FOLLOWING THE DAY THE EXECUTIVE
SIGNS THE RELEASE (THE REVOCATION PERIOD). IF THE EXECUTIVE DOES NOT REVOKE THE EXECUTIVES
ACCEPTANCE OF THIS RELEASE WITHIN THE REVOCATION PERIOD, IT WILL BE LEGALLY BINDING AND ENFORCEABLE
ON THE DAY IMMEDIATELY FOLLOWING THE LAST DAY OF THE REVOCATION PERIOD
   * * * * *
  EXECUTIVEDaniel ClarksonDate:
   Name:
    
    [____________]Title:
    
    [____________]Date:
 A-3