Exhibit 10.1


 


 





Execution Version










 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT
(the “Agreement”), dated as of June 1, 2017, between Black Diamond, Inc., a Delaware corporation (the “Company”),
and Warren B. Kanders (the “Employee”).


 


W I T N E S S E T H :


 


WHEREAS, the
Company desires to continue to employ the Employee as its Executive Chairman of the Board of Directors of the Company and to be
assured of his services on the terms and conditions hereinafter set forth; and


 


WHEREAS, the
Employee is willing to continue to be employed as Executive Chairman of the Board of Directors of the Company on such terms and
conditions; and


 


WHEREAS,
the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) has recommended
to the Company’s Board of Directors (the “Board”) that this Agreement be entered into by the Company, and the
Board has authorized and approved the execution and delivery of this Agreement by the Company.


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth in this Agreement, the Company and the Employee hereby agree
as follows:


 


1.       Term.


 


The term of this Agreement
shall commence on the date hereof (the “Commencement Date”) and shall terminate on the fifth anniversary of the Commencement
Date (the “Term”), subject to earlier termination as provided herein.


 


2.       Duties.


 


(a) During the Term of
this Agreement, the Employee shall serve as the Executive Chairman of the Board of the Company and shall perform all duties commensurate
with his position and as may be assigned to him by the Board, including providing strategic and operational guidance of the Company.
The Employee shall devote such business time and energies to the business and affairs of the Company as shall be necessary to perform
his duties hereunder and shall use his best efforts, skills and abilities to promote the interests of the Company, and to diligently
and competently perform the duties of his position.


 


(b) The Employee
shall report to the Board and shall at all times keep the Board promptly and fully informed (in writing if so requested) of his
conduct and of the business or affairs of the Company.


 






     


     


    

 


3.       Compensation,
Bonus, Stock Options, Benefits, etc.


 


(a) Salary.
During the Term of this Agreement, the Company shall pay to the Employee, and the Employee shall accept from the Company, as compensation
for the performance of services under this Agreement and the Employee’s observance and performance of all of the provisions
hereof, an annual salary at the rate of $350,000 (the “Base Compensation”). The Base Compensation shall be payable
in accordance with the normal payroll practices of the Company. The Employee’s performance and the Base Compensation shall
be subject to annual review by the Compensation Committee of the Board. Further, the Compensation Committee of the Board will review
the Base Compensation in light of any redeployment of assets transaction the Company may engage in during the Term of this Agreement.


 


(b) Bonus.
In addition to the Base Compensation described above, the Employee shall, in the sole and absolute discretion of the Compensation
Committee of the Board, be entitled to performance bonuses which may be based upon a variety of factors, including the Employee’s
performance and the achievement of Company goals, all as determined in the sole and absolute discretion of the Board or the Compensation
Committee of the Board. In addition, the Employee may be entitled to participate in such other bonus plans, during the Term of
this Agreement, as the Compensation Committee of the Board may, in its sole and absolute discretion, determine. Without limiting
the foregoing, the Employee shall, in the sole and absolute discretion of the Compensation Committee of the Board, be entitled
to bonuses in the form of cash, stock options and/or restricted stock awards based upon the Employee’s provision of strategic
advice to the Company in connection with capital markets transactions, financings, capital structure optimization and mergers and
acquisitions transactions, including any redeployment of assets. Any such bonus, as determined by the Compensation Committee of
the Board, shall be payable to the Employee no later than March 15 of the year following the year in which it was earned.


 


(c) Stock Options.
During the Term, the Employee shall be entitled to receive stock options, at such exercise prices and other terms as the Compensation
Committee of the Board may, in its sole and absolute discretion, determine.


 


(d) Restricted
Stock.


 


(i)Effective
on the date hereof, the Company shall grant and issue to the Employee a restricted stock award pursuant to the 2015 Stock Incentive
Plan, subject to vesting, of 500,000 shares of Common Stock (the “Restricted Shares”). The Restricted Shares described
in this Section 3(d)(i) shall vest as follows: (A) 250,000 Restricted Shares shall vest if, on or before June 1, 2022, the Fair
Market Value (as defined in the 2015 Stock Incentive Plan) of the Company’s common stock, par value $0.0001 (the “Common
Stock”) shall have equaled or exceeded $10.00 per share for twenty consecutive trading days; and (B) 250,000 Restricted Shares
shall vest if, on or before June 1, 2022, the Fair Market Value (as defined in the 2015 Stock Incentive Plan) of the Company’s
Common Stock shall have equaled or exceeded $12.00 per share for twenty consecutive trading days.


 






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(ii)The terms
and provisions of the Restricted Shares shall be set forth in a restricted stock award agreement, in form and substance satisfactory
to the Compensation Committee of the Board.


 


(e) Benefits.
During the Term of this Agreement, the Employee shall be entitled to participate in or benefit from, in accordance with the eligibility
and other provisions thereof, the Company’s medical insurance and other fringe benefit plans or policies as the Company may
make available to, or have in effect for, its senior executive officers from time to time. In addition, during the Term the Company
shall maintain term life insurance on the Employee in the amount of $2,000,000 for the benefit of the Employee’s designees
(the “Life Insurance”). The Company and its affiliates retain the right to terminate or alter any such plans or policies
from time to time. The Employee shall also be entitled to four weeks paid vacation each year, sick leave and other similar benefits
in accordance with policies of the Company from time to time in effect for its senior executive officers. In addition, during the
Term, the Company shall pay for Bloomberg service, executive assistant service, and cellular telephone/smartphone service for the
Employee.


 


(f) Reimbursement
of Business Expenses. During the Term of this Agreement, upon submission of proper invoices, receipts or other supporting
documentation reasonably satisfactory to the Company and in accordance with and subject to the Company’s expense reimbursement
policies, the Employee shall be reimbursed by the Company for all reasonable business expenses actually and necessarily incurred
by the Employee on behalf of the Company in connection with the performance of services under this Agreement.


 


(g) Taxes.
The Base Compensation and any other compensation paid to Employee, including, without limitation, any bonus, shall be subject
to withholding for applicable taxes and other amounts.


 


4.       Representation
and Covenant of Employee.


 


The Employee represents
and warrants that he is not party to, or bound by, any agreement or commitment, or subject to any restriction, including but not
limited to agreements related to previous employment containing confidentiality or noncompetition covenants, which limit the ability
of the Employee to perform his duties under this Agreement.


 


5.       Confidentiality,
Noncompetition, Nonsolicitation and Non-Disparagement.


 


For purposes of this
Section 5, all references to the Company shall be deemed to include the Company’s affiliates and subsidiaries and their respective
subsidiaries, whether now existing or hereafter established or acquired. In consideration for the compensation and benefits provided
to the Employee pursuant to this Agreement, the Employee agrees with the provisions of this Section 5.


 






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(a) Confidential
Information. (i) The Employee acknowledges that as a result of his retention by the Company, the Employee has and will
continue to have knowledge of, and access to, proprietary and confidential information of the Company including, without limitation,
research and development plans and results, software, databases, technology, inventions, trade secrets, technical information,
know-how, plans, specifications, methods of operations, product and service information, product and service availability, pricing
information (including pricing strategies), financial, business and marketing information and plans, and the identity of customers,
clients and suppliers (collectively, the “Confidential Information”), and that the Confidential Information, even though
it may be contributed, developed or acquired by the Employee, constitutes valuable, special and unique assets of the Company developed
at great expense which are the exclusive property of the Company. Accordingly, the Employee shall not, at any time, either during
or subsequent to the Term of this Agreement, use, reveal, report, publish, transfer or otherwise disclose to any person, corporation,
or other entity, any of the Confidential Information without the prior written consent of the Company, except to responsible officers
and employees of the Company and other responsible persons who are in a contractual or fiduciary relationship with the Company
and who have a need for such Confidential Information for purposes in the best interests of the Company, and except for such Confidential
Information which is or becomes of general public knowledge from authorized sources other than by or through the Employee.


 


(ii) The Employee acknowledges
that the Company would not enter into this Agreement without the assurance that all the Confidential Information will be used for
the exclusive benefit of the Company.


 


(b) Return of Confidential
Information. Upon the termination of this Agreement or upon the request of the Company, the Employee shall promptly return
to the Company all Confidential Information in his possession or control, including but not limited to all drawings, manuals, computer
printouts, computer databases, disks, data, files, lists, memoranda, letters, notes, notebooks, reports and other writings and
copies thereof and all other materials relating to the Company’s business, including, without limitation, any materials incorporating
Confidential Information.


 


(c) Inventions,
etc. During the Term and for a period of one year thereafter, the Employee will promptly disclose to the Company all designs,
processes, inventions, improvements, developments, discoveries, processes, techniques, and other information related to the business
of the Company conceived, developed, acquired, or reduced to practice by him alone or with others during the Term of this Agreement,
whether or not conceived during regular working hours, through the use of Company time, material or facilities or otherwise (“Inventions”).


 


The Employee agrees that
all copyrights created in conjunction with his service to the Company and other Inventions, are “works made for hire”
(as that term is defined under the Copyright Act of 1976, as amended). All such copyrights, trademarks, and other Inventions shall
be the sole and exclusive property of the Company, and the Company shall be the sole owner of all patents, copyrights, trademarks,
trade secrets, and other rights and protection in connection therewith. To the extent any such copyright and other Inventions may
not be works for hire, the Employee hereby assigns to the Company any and all rights he now has or may hereafter acquire in such
copyrights and any other Inventions. Upon request the Employee shall deliver to the Company all drawings, models and other data
and records relating to such copyrights, trademarks and Inventions. The Employee further agrees as to all such Inventions, to assist
the Company in every proper way (but at the Company’s expense) to obtain, register, and from time to time enforce patents,
copyrights, trademarks, trade secrets, and other rights and protection relating to said Inventions in any and all countries, and
to that end the Employee shall execute all documents for use in applying for and obtaining such patents, copyrights, trademarks,
trade secrets and other rights and protection on and enforcing such Inventions, as the Company may reasonably request, together
with any assignments thereof to the Company or persons designated by it. Such obligation to assist the Company shall continue beyond
the termination of the Employee’s service to the Company, but the Company shall compensate the Employee at a reasonable rate
after termination of service for time actually spent by the Employee at the Company’s request for such assistance. In the
event the Company is unable, after reasonable effort, to secure the Employee’s signature on any document or documents needed
to apply for or prosecute any patent, copyright, trademark, trade secret, or other right or protection relating to an Invention,
whether because of the Employee’s physical or mental incapacity or for any other reason whatsoever, the Employee hereby irrevocably
designates and appoints the Company and its duly authorized officers and agents as his agent coupled with an interest and attorney-in-fact,
to act for and in his behalf and stead to execute and file any such application or applications and to do all other lawfully permitted
acts to further the prosecution and issuance of patents, copyrights, trademarks, trade secrets, or similar rights or protection
thereon with the same legal force and effect as if executed by the Employee.


 






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(d) Non-Competition.
The Employee agrees not to utilize his special knowledge of the Business and his relationships with customers, prospective customers,
suppliers and others or otherwise to compete with the Company in the Business during the Restricted Period. During the Restricted
Period, the Employee shall not, and shall not permit any of his respective employees, agents or others under his control, directly
or indirectly, on behalf of the Employee or any other Person, to engage or have an interest, anywhere in the world in which the
Company conducts business or markets or sells its products, alone or in association with others, as principal, officer, agent,
employee, director, partner or stockholder (except as an owner of two percent or less of the stock of any company listed on a national
securities exchange or traded in the over-the-counter market), whether through the investment of capital, lending of money or property,
rendering of services or capital, or otherwise, in any Competitive Business, it being understood that nothing herein shall prevent
Employee from engaging in the business of investing, reinvesting, or trading in any entity or its securities or other financial
instruments. During the Restricted Period, the Employee shall not, and shall not permit any of his respective employees, agents
or others under his control, directly or indirectly, on behalf of the Employee or any other Person, to accept Competitive Business
from, or solicit the Competitive Business of any Person who is a customer of the Business conducted by the Company, or, to the
Employee’s knowledge, is a customer of the Business conducted by the Company at any time during the Restricted Period.


 






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(e) Non-Disparagement
and Non-Interference. The Employee shall not, either directly or indirectly, (i) during the Restricted Period, make or
cause to be made, any statements that are disparaging or derogatory concerning the Company or its business, reputation or prospects;
(ii) during the Restricted Period, request, suggest, influence or cause any party, directly or indirectly, to cease doing business
with or to reduce its business with the Company or do or say anything which could reasonably be expected to damage the business
relationships of the Company; or (iii) at any time during or after the Restricted Period, use or purport to authorize any Person
to use any Intellectual Property owned by the Company or exclusively licensed to the Company or to otherwise infringe on the intellectual
property rights of the Company.


 


(f) Non-Solicitation.
During the Restricted Period, the Employee shall not recruit or otherwise solicit or induce any Person who is an employee or consultant
of, or otherwise engaged by Company, to terminate his or her employment or other relationship with the Company, or such successor,
or hire any person who has left the employ of the Company during the preceding one year.


 


(g) Certain
Definitions. For purposes of this Agreement: (i) the term “Business” shall mean the business of
designing, manufacturing, assembling, licensing, distributing, marketing and selling active outdoor performance products for
climbing, mountaineering, backpacking, skiing, cycling and other outdoor recreation activities, avalanche transceiver
technology, alpine safety products, and any other business that the Company or its subsidiaries may be engaged in during the
Term of this Agreement; (ii) the term “Competitive Business” shall mean any business competitive with the
Business; and (iii) the term “Restricted Period” shall mean the Term of this Agreement and a period of three
years after termination of this Agreement; provided, that, if Employee breaches the covenants set forth in this Section 5,
the Restricted Period shall be extended for a period equal to the period that a court having jurisdiction has determined that
such covenant has been breached.


 


6.       Remedies.
The restrictions set forth in Section 5 are considered by the parties to be fair and reasonable. The Employee acknowledges that
the restrictions contained in Section 5 will not prevent him from earning a livelihood. The Employee further acknowledges that
the Company would be irreparably harmed and that monetary damages would not provide an adequate remedy in the event of a breach
of the provisions of Section 5. Accordingly, the Employee agrees that, in addition to any other remedies available to the Company,
the Company shall be entitled to injunctive and other equitable relief to secure the enforcement of these provisions. In connection
with seeking any such equitable remedy, including, but not limited to, an injunction or specific performance, the Company shall
not be required to post a bond as a condition to obtaining such remedy. In any such litigation, the prevailing party shall be entitled
to receive an award of reasonable attorneys’ fees and costs. If any provisions of Sections 5 or 6 relating to the time period,
scope of activities or geographic area of restrictions is declared by a court of competent jurisdiction to exceed the maximum permissible
time period, scope of activities or geographic area, the maximum time period, scope of activities or geographic area, as the case
may be, shall be reduced to the maximum which such court deems enforceable. If any provisions of Sections 5 or 6 other than those
described in the preceding sentence are adjudicated to be invalid or unenforceable, the invalid or unenforceable provisions shall
be deemed amended (with respect only to the jurisdiction in which such adjudication is made) in such manner as to render them enforceable
and to effectuate as nearly as possible the original intentions and agreement of the parties. For purposes of this Section 6, all
references to the Company shall be deemed to include the Company's affiliates and subsidiaries, whether now existing or hereafter
established or acquired.


 






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7.       Termination.
This Agreement shall terminate at the end of the Term set forth in Section 1. In addition, this Agreement may be terminated prior
to the end of the Term set forth in Section 1 upon the occurrence of any of the events set forth in, and subject to the terms of,
this Section 7.


 


(a) Death or Permanent
Disability. If the Employee dies or becomes permanently disabled, this Agreement shall terminate effective upon the Employee’s
death or when his disability is deemed to have become permanent. If the Employee is unable to perform his normal duties for the
Company because of illness or incapacity (whether physical or mental) for 45 consecutive days during the Term of this Agreement,
or for 60 days (whether or not consecutive) out of any calendar year during the Term of this Agreement, his disability shall be
deemed to have become permanent. If this Agreement is terminated on account of the death or permanent disability of the Employee,
then the Employee or his estate shall be entitled to receive accrued Base Compensation through the date of such termination, all
unvested stock options held by the Employee shall immediately vest and become exercisable and the Employee or the Employee’s
estate, as applicable, shall have no further entitlement to Base Compensation, bonus, or benefits, other than the proceeds of the
Life Insurance in the event of the Employee’s death, from the Company following the effective date of such termination; except
as provided in Section 3(b) of this Agreement; provided, however, that any bonus pursuant to Section 3(b) of this Agreement shall
be paid only for the year in which such termination occurred pro rated for the portion of such year prior to such termination and
shall be paid at such time as the Board determines the bonuses for all senior executive officers of the Company for such year,
but no later than March 15 of the year following the year in which it was earned.


 


(b) Cause.
This Agreement may be terminated at the Company’s option, immediately upon notice to the Employee, upon the occurrence of
any of the following (“Cause”): (i) breach by the Employee of any material provision of this Agreement and the expiration
of a 10-business day cure period for such breach after written notice thereof has been given to the Employee (which cure period
shall not be applicable to clauses (ii) through (v) of this Section 7(b)); (ii) gross negligence or willful misconduct of the Employee
in connection with the performance of his duties under this Agreement; (iii) Employee’s failure to perform any reasonable
directive of the Board; (iv) fraud, criminal conduct, dishonesty or embezzlement by the Employee; or (v) Employee’s misappropriation
for personal use of any assets (having in excess of nominal value) or business opportunities of the Company. If this Agreement
is terminated by the Company for Cause, then the Employee shall be entitled to receive accrued Base Compensation through the date
of such termination, all stock options, whether vested or unvested, and unvested restricted stock awards will be forfeited by the
Employee and will terminate and be null and void and the Employee shall have no further entitlement to Base Compensation, bonus,
or benefits from the Company following the effective date of such termination.


 






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(c) Without Cause.
This Agreement may be terminated, at any time by the Company without Cause immediately upon giving written notice to the Employee
of such termination. Upon the termination of this Agreement by the Company without Cause, the Employee shall be entitled to receive
an amount equal to five times the Base Compensation Employee was entitled to at the time of termination of this Agreement by the
Company without cause, in one lump sum within five days of the effective date of such termination, subject to withholding for applicable
taxes and other amounts, all unvested stock options held by the Employee shall immediately vest and become exercisable and all
unvested restricted stock awards held by the Employee shall immediately vest, and the Employee shall have no further entitlement
to Base Compensation, bonus, or benefits from the Company following the effective date of such termination.


 


(d) By Employee.


 


(i) Subject to the provisions
of clause (ii) of this Section 7(d), the Employee may terminate this Agreement at anytime upon providing the Company with six weeks
prior written notice. If this Agreement is terminated by the Employee pursuant to this Section 7(d)(i), then the Employee shall
be entitled to receive his accrued Base Compensation and benefits through the effective date of such termination, any unvested
stock options and unvested restricted stock awards will terminate and be null and void and the Employee shall have no further entitlement
to Base Compensation, bonus, or benefits from the Company following the effective date of such termination.


 


(ii) The Employee may
terminate this Agreement upon the occurrence of any of the following: (A) a breach by the Company of any material provision of
this Agreement and the expiration of a 10-business day cure period for such breach after written notice thereof has been given
to the Company by the Employee; (B) any material diminution in the authority or responsibilities delegated to the Employee as the
chief executive officer of the Company; or (C) any reduction in the Employee’s Base Compensation. Upon the termination of
this Agreement by the Employee pursuant to this Section 7(d)(ii), the Employee shall be entitled to receive an amount equal to
five times the Base Compensation Employee was entitled to at the time of termination of this Agreement by the Employee pursuant
to this Section 7(d)(ii), in one lump sum within five days of the effective date of such termination, subject to withholding for
applicable taxes and other amounts, all unvested stock options held by the Employee shall immediately vest and become exercisable
and all unvested restricted stock awards held by the Employee shall immediately vest, and the Employee shall have no further entitlement
to Base Compensation, bonus, or benefits from the Company following the effective date of such termination.


 






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(e) Change in Control.
Upon the occurrence of a Change in Control (as hereinafter defined), the Employee shall have the right to terminate this Agreement
within 30 days of the occurrence of such Change in Control. Upon the termination of this Agreement by the Employee due to the occurrence
of a Change in Control, the Employee shall be entitled to receive an amount equal to five times the Base Compensation Employee
was entitled to at the time of such termination, in one lump sum within five days of the effective date of such termination, subject
to withholding for applicable taxes and other amounts, all unvested stock options held by the Employee shall immediately vest and
become exercisable and all unvested restricted stock awards held by the Employee shall immediately vest. For purposes of this Agreement,
a “Change in Control” of the Company shall be deemed to have occurred in the event that: (i) individuals who, as of
the date hereof, constitute the Board cease for any reason to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as though
such individual was a member of the Board as of the date hereof; (ii) the Company shall have been sold by either (A) a sale of
all or substantially all its assets, or (B) a merger or consolidation, other than any merger or consolidation pursuant to which
the Company acquires another entity, or (C) a tender offer, whether solicited or unsolicited; or (iii) any party, other than the
Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended), directly or indirectly, of voting securities of the Company representing 50% or more of the total voting power of
all the then-outstanding voting securities of the Company.


 


(f) Return of Payments
and Cancellation of Benefits. In the event that the Employee fails to comply with any of his obligations under this Agreement,
including, without limitation, the covenants contained in Section 5 hereof, the Employee shall repay to the Company the five year
Base Compensation lump sum payment received by the Employee from the Company pursuant to Section 7(c), 7(d)(ii) or Section 7(e)
hereof as of the date of such failure to comply, and the Employee will have no further rights in or to such amounts.


 


(g) Release.
Notwithstanding anything to the contrary contained herein, the payments described in Sections 7(c), 7(d)(ii) and 7(e) hereof
shall only be payable by the Company to the Employee if the Employee has executed and delivered to the Company a reasonable and
customary release agreement that is satisfactory to the Company.


 


8.       
Miscellaneous.


 


(a) Survival.
The provisions of Sections 4, 5, 6, 7 and 8 shall survive the termination of this Agreement.


 


(b) Entire Agreement.
This Agreement sets forth the entire understanding of the parties and, except as specifically set forth herein, merges and supersedes
any prior or contemporaneous agreements between the parties pertaining to the subject matter hereof.


 






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(c) Modification.
This Agreement may not be modified or terminated orally, and no modification, termination or attempted waiver of any of the provisions
hereof shall be binding unless in writing and signed by the party against whom the same is sought to be enforced.


 


(d) Waiver.
Failure of a party to enforce one or more of the provisions of this Agreement or to require at any time performance of any of the
obligations hereof shall not be construed to be a waiver of such provisions by such party nor to in any way affect the validity
of this Agreement or such party’s right thereafter to enforce any provision of this Agreement, nor to preclude such party
from taking any other action at any time which it would legally be entitled to take.


 


(e) Successors
and Assigns. Neither party shall have the right to assign this Agreement, or any rights or obligations hereunder, without
the consent of the other party; provided, however, that upon the sale of all or substantially all of the assets,
business and goodwill of the Company to another company, or upon the merger or consolidation of the Company with another company,
this Agreement shall inure to the benefit of, and be binding upon, both Employee and the company purchasing such assets, business
and goodwill, or surviving such merger or consolidation, as the case may be, in the same manner and to the same extent as though
such other company were the Company; and provided, further, that the Company shall have the right to assign this
Agreement to any affiliate or subsidiary of the Company. Subject to the foregoing, this Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their legal representatives, heirs, successors and assigns.


 


(f) Communications.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
given at the time personally delivered or when mailed in any United States post office enclosed in a registered or certified postage
prepaid envelope and addressed to the addresses set forth below, or to such other address as any party may specify by notice to
the other party; provided, however, that any notice of change of address shall be effective only upon receipt.


 


	
        If to the Company:

         

        Black Diamond, Inc.

        2084 East 3900 South

        Salt Lake City, Utah 84124

        Facsimile: (801) 278-5544

        Attention: Aaron Kuehne
	
        With a copy to:

         

        Kane Kessler, P.C.

        666 Third Avenue

        New York, New York 10017

        Facsimile: (212) 245-3009

        Attention: Robert L. Lawrence, Esq.




 






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        If to the Employee:

         

        Warren B. Kanders

        One Landmark Square

        Suite 1730

        Stamford, Connecticut 06901
	
         

         



 


(g) Severability.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity
or unenforceability shall not affect the validity and enforceability of the other provisions of this Agreement and the provisions
held to be invalid or unenforceable shall be enforced as nearly as possible according to its original terms and intent to eliminate
such invalidity or unenforceability.


 


(h) Jurisdiction;
Venue. This Agreement shall be subject to the non-exclusive jurisdiction of the federal courts or state courts of the State
of New York, County of New York, for the purpose of resolving any disputes among them relating to this Agreement or the transactions
contemplated by this Agreement and waive any objections on the grounds of forum non conveniens or otherwise. The parties hereto
agree to service of process by certified or registered United States mail, postage prepaid, addressed to the party in question.
The prevailing party in any proceeding instituted in connection with this Agreement shall be entitled to an award of its/his reasonable
attorneys’ fees and costs.


 


(i) Governing Law.
This Agreement is made and executed and shall be governed by the laws of the State of New York, without regard to the conflicts
of law principles thereof.


 


(j) Counterparts.
This Agreement may be executed in any number of counterparts (and by facsimile or other electronic signature), but all counterparts
will together constitute but one agreement.


 


(k) Third Party
Beneficiaries. This Agreement is for the sole and exclusive benefit of the parties hereto and, except as provided herein,
shall not be deemed for the benefit of any other person or entity.


 


(l) Headings and
References. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. References in this Agreement to any section refer to such section of this Agreement
unless the context otherwise requires.


 


(m) IRC Section
409A. The parties to this Agreement intend that the Agreement complies with Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”), where applicable, and this Agreement shall be interpreted in a manner consistent with
that intention. To the extent not otherwise provided by this Agreement, and solely to the extent required by Section 409A of the
Code, no payment or other distribution required to be made to the Employee hereunder (including any payment of cash, any transfer
of property and any provision of taxable benefits) as a result of his termination of employment with the Company shall be made
earlier than the date that is six (6) months and one day following the date on which the Employee separates from service with the
Company and its affiliates (within the meaning of Section 409A of the Code).


 






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(n) Recovery of
Compensation. All payments and benefits provided under this Agreement shall be subject to any compensation recovery or
clawback policy as required under applicable law, rule or regulation or otherwise adopted by the Company from time to time.


 


(o) Participation
of the Parties. The parties hereto acknowledge and agree that (i) this Agreement and all matters contemplated herein have
been negotiated among all parties hereto and their respective legal counsel, if any, (ii) each party has had, or has been afforded
the opportunity to have, this Agreement and the transactions contemplated hereby reviewed by independent counsel of its own choosing,
(iii) all such parties have participated in the drafting and preparation of this Agreement from the commencement of negotiations
at all times through the execution hereof, and (iv) any ambiguities contained in this Agreement shall not be construed against
any party hereto.


 


 


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, each of the parties
hereto has duly executed this Employment Agreement as of the date set forth above.


 


	
        Black Diamond, Inc.

         

         

        By: /s/ Aaron Kuehne

        Name: Aaron Kuehne

        Title: Chief Administrative
        Officer and Chief Financial Officer
	
        Employee

         

         

        /s/ Warren B. Kanders

        Warren B. Kanders



 


 


 


 


 


 


 


 





(Signature Page to
Employment Agreement of Warren B. Kanders)