Unassociated Document


    Exhibit
10.20

    


    TRANSITION
AGREEMENT

    


    


    TRANSITION AGREEMENT
(“Agreement”), dated as of May 28, 2010, between Clarus Corporation
(“Clarus”), a Delaware corporation, having its principal office at 2084 East
3900 South, Salt Lake City, UT 84124 and Kanders & Company, Inc. (the
“Company”), a
Delaware corporation, having its principal offices at One Landmark Square,
22nd
floor, Stamford, Connecticut 06901.

    


    WHEREAS, Clarus and the
Company entered into that certain lease, dated September 23, 2003 (the “Lease”)
for space on the 22nd floor in that certain building known as One Landmark
Square, Stamford, Connecticut (“Premises”) whereby Clarus and the Company are
collectively referred to as “Tenant”;

    


    WHEREAS, in connection with
its acquisitions (the “Acquisitions”) of Black Diamond Equipment, Ltd. and
Gregory Mountain Products, Inc., Clarus is moving its principal office to Utah
and will, therefore, vacate the Premises and has requested to be released of its
obligations as a Tenant under the Lease and the Company agrees to release Clarus
with respect to such obligations upon the terms and conditions hereinafter set
forth; and

    


    WHEREAS, Clarus desires to
retain the Company due to the Company’s extensive familiarity with Clarus, to
provide certain transition services in connection with the

    Acquisitions
and the Company agrees to provide such transition services, on the terms and
conditions hereinafter set forth.

    


    NOW, THEREFORE, in
consideration of the premises, the mutual terms, covenants and conditions
hereinafter set forth and other good and valuable consideration, Clarus and the
Company hereby agree as follows:

    


    1.           Lease Termination and Release.
(a) Effective as of May 28, 2010 (“Release Date”) Clarus
shall be released of any and all obligations and liability under the Lease
accruing or arising out of facts and circumstances occurring after the Release
Date, including, but not limited to payment and performance obligations of
Tenant (the “Released Obligations”).  Clarus shall have no further
obligation or liability to the Company with respect to the Released Obligations
under the Lease and the Company assumes liability and responsibility for any and
all Released Obligations of Tenant under the Lease.

    


    (b)           Clarus
shall pay to the Company simultaneous with the execution of this Agreement, the
sum of $1,076,507 (“Release Payment”) representing 75% of the rent, operating
expenses, real estate taxes and early termination fee relating to the Lease for
the period commencing on the date of this Agreement through and including
September 23, 2011 (the “Early Termination Date”).  It is agreed by
and between the parties that the Release Payment is sufficient to cover 75% of
the obligations of Tenant through and including the Early Termination
Date.  In the event the Release Payment is not sufficient to cover 75%
of the obligations of Tenant through the Early Termination Date solely by reason
of escalations in real estate taxes or operating expenses pursuant to the terms
of the Lease (“Adjustment Amount”) and such amount could not be determined prior
to execution of this Agreement, the Company shall deduct the Adjustment Amount
from Clarus’ pro rata share of the Security Deposit (as hereinafter defined),
provided prior written notice is given to Clarus.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           The
Company agrees to indemnify and hold harmless Clarus, its
predecessors-in-interest, and their present and former officers, directors,
agents, employees, attorneys, heirs, executors, administrators, successors and
assigns, from, against and in respect of, the full amount of any and all
liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes,
penalties, interest, costs and expenses, including, without limitation,
reasonable fees and disbursements of counsel arising from, in connection with,
or incident to (i) the Released Obligations; (ii) any breach of Section 1(d);
and (iii) any and all actions, suits, proceedings, demands, assessments or
judgments, costs and expenses incidental to any of the foregoing. Clarus agrees
to notify the Company promptly of the assertion of any claim against Clarus in
connection with matters set forth in this Section
1(c).  Notwithstanding the foregoing, the Company shall not be
obligated to make any indemnity in connection with any claim made against Clarus
(i) for which payment has actually been received by or on behalf of Clarus under
any insurance policy or other indemnity provision, except with respect to any
excess beyond the amount actually received under any insurance policy or other
indemnity provision; (ii) for any judgments, fines, penalties, damages,
liabilities, claims, and amounts paid in settlement which the Company is
prohibited by applicable law from paying as indemnity or for any other reason;
or (iii) for which a court of competent jurisdiction has determined is due to
Clarus’ gross negligence or willful misconduct.  At the Company’s
election, unless there is a conflict of interest as determined by the Company,
the defense of Clarus shall be conducted by the Company’s counsel who shall be
reasonably satisfactory to the Clarus.  In any action or proceeding
the defense of which the Company assumes, Clarus will have the right to
participate in such litigation and to retain its own counsel at the Clarus’ own
expense.  The Company shall not settle or compromise any such action
or proceeding without Clarus’ prior written consent which shall not be
unreasonably withheld or denied, unless the terms of such settlement or
compromise include an unconditional release of Clarus from all liability or loss
arising out of such proceeding.  In addition, Clarus shall give the
Company such information and cooperation as it may reasonably require in
connection with any claim against Clarus.

    


    (d)           The
Lease provides that the Tenant may terminate the Lease as of the Early
Termination Date.  The Company agrees that it shall have the option to
comply with the provisions of the Lease with respect to early
termination.  Upon receipt of the security deposit being held pursuant
to the Lease, each party agrees to promptly pay to the other party their
respective pro rata share of the $850,000 security deposit (the “Security
Deposit”) being held by the landlord pursuant to the Lease plus or minus, as
applicable, the Adjustment Amount, if any.

    



    
      
         


      

      
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      2.    Transition
Services.  (a) Clarus hereby retains the Company to provide
mutually agreed upon transition services in connection with the Acquisition (the
“Services”)  through March 31, 2011, or as otherwise agreed upon in
writing by the parties (the “Term”) and in connection therewith hereby 
assigns to the Company certain leasehold improvements, fixtures, hardware and
office equipment previously used by Clarus. The Company shall devote such time
and energies as is reasonably necessary to professionally perform the
Services.  Clarus shall pay to the Company, and the Company shall
accept from Clarus as compensation for the performance of the Services and for
severance payments, $1,061,058 (the “Compensation”).  The Compensation
shall not be subject to withholding for applicable taxes and other amounts, all
of which shall be the Consultant’s sole responsibility.

       

    

    (b)           During
the Term, upon submission of proper invoices, receipts or other supporting
documentation reasonably satisfactory to Clarus, the Company shall be reimbursed
by Clarus for all reasonable business expenses actually and necessarily incurred
by the Company on behalf of Clarus in connection with the performance of the
Services under this Agreement.

    


    (c)           Clarus
hereby agrees to hold harmless and indemnify the Company, its
predecessors-in-interest, and their present and former officers, directors,
agents, employees, attorneys, heirs, executors, administrators, successors and
assigns, from, against and in respect of, the full amount of any and all
liabilities, damages, claims, deficiencies, fines, assessments, losses, taxes,
penalties, interest, costs and expenses from and against all losses, claims,
damages, liabilities, disbursements and expenses (including, but not limited to,
reasonable counsel fees and expenses) incurred by the Company in connection with
any claim arising out of, relating to or in connection with the Services, and/or
the matters relating thereto to the fullest extent permitted under Delaware
law.  Notwithstanding the foregoing, Clarus shall not be obligated to
make any indemnity in connection with any claim made against the Company (i) for
which payment has actually been received by or on behalf of the Company under
any insurance policy or other indemnity provision, except with respect to any
excess beyond the amount actually received under any insurance policy or other
indemnity provision; (ii) for any judgments, fines, penalties, damages,
liabilities, claims, and amounts paid in settlement which Clarus is prohibited
by applicable law from paying as indemnity or for any other reason; or (iii) for
which a court of competent jurisdiction has determined is due to the Company’s
gross negligence or willful misconduct.  Clarus shall reimburse the
Company for such counsel fees and expenses when they are paid or incurred by the
Company.   The Company agrees to notify Clarus promptly of the
assertion of any claim against the Company in connection with matters set forth
in 2(c) hereof; and Clarus agrees to notify the Company promptly of the
assertion of any claim against the Company in connection with the
Services.  At Clarus’ election, unless there is a conflict of interest
as determined by Clarus, the defense of the Company shall be conducted by
Clarus’ counsel, who shall be reasonably satisfactory to the
Company.  In any action or proceeding the defense of which Clarus
assumes, the Company will have the right to participate in such litigation and
to retain its own counsel at the Company’s own expense.  Clarus shall
not settle or compromise any such action or proceeding without the Company’s
prior written consent, which shall not be unreasonably withheld or denied,
unless the terms of such settlement or compromise include an unconditional
release of the Company from all liability or loss arising out of such
proceeding.  In addition, the Company shall give Clarus such
information and cooperation as it may reasonably require in connection with any
claim against the Company.


    
      
         


      

      
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    3.            Miscellaneous.

    


    (a)           The
provisions of Sections 1(c), 1(d) and 2(c) shall survive the termination of this
Agreement.

    


    (b)           This
Agreement sets forth the entire understanding of the parties and merges and
supersedes any prior or contemporaneous agreements between the parties
pertaining to the subject matter hereof.

    


    (c)           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)           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)           Neither
party shall have the right to assign this Agreement, or any rights or
obligations hereunder, without the prior written consent of the other party.
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)           This
Agreement has been entered into and shall be construed and enforced in
accordance with the laws of the State of New York without reference to the
choice of law principles thereof.  This agreement shall be subject to
the exclusive jurisdiction of the federal and New York State courts located in
the County of New York, State of New York, United States of America, and the
parties to this Agreement expressly agree to submit to the jurisdiction of the
federal and New York State courts located in the County of New York, State of
New York, United States of America for the purpose of resolving any disputes
among the parties relating to this Agreement or the transactions contemplated
hereby.  By the execution and delivery of this Agreement, the parties
irrevocably waive, to the fullest extent permitted by law, any objection which
they may now or hereafter have to the laying of venue or to the jurisdiction of
any such suit, action or proceeding arising out of or relating to this
agreement, or any judgment entered by any court in respect hereof brought in the
federal or New York State courts located in the county of New York, State of New
York, United States of America, and irrevocably submit generally and
unconditionally to the jurisdiction of any such court in any such suit, action
or proceeding, and further irrevocably waive any claim that any such suit,
action or proceeding brought in the federal or New York State courts located in
the County of New York, State of New York, United States of America has been
brought in an inconvenient forum.  Each party agrees that service of
process may be made by any method of service provided for under the applicable
laws in effect in the State of New York.


    
      
         


      

      
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    (g)           This
Agreement constitutes the entire agreement between the parties hereto with
respect to the matters stated herein and may not be amended or modified unless
such amendment or modification shall be in writing and signed by the party
against whom enforcement is sought.

    


    (signature
page follows)


    
      
         


      

      
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    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.

    


    CLARUS
CORPORATION

    


    By:  /s/ Philip A. Baratelli                
Name:
Philip A. Baratelli
Title:  
Chief Financial Officer

     

     

    KANDERS
& COMPANY, INC.

     

    By:  /s/ Warren B. Kanders              
Name:
Warren B. Kanders
Title:  
President