Unassociated Document


    Exhibit
10.16

    


    


    AMENDMENT
NO. 1 TO

    EMPLOYMENT
AGREEMENT

    


    


    THIS AMENDMENT NO. 1 TO EMPLOYMENT
AGREEMENT (this “Amendment”) is entered into as of the 28th day of
May 2010, by and between Clarus Corporation, a Delaware corporation (the
“Company”), and Peter Metcalf (the “Employee”).

     

    WHEREAS, the Company and the
Employee are parties to an Employment Agreement dated as of May 7, 2010 (the
“Employment Agreement”). Capitalized terms not otherwise defined in this
Amendment shall have their respective meanings as set forth in the Employment
Agreement; and

     

    WHEREAS, the Company and the
Employee now desire to amend certain terms of the Employment Agreement with
regard to the exercise price of the Stock Options.

     

    NOW THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:

     

    1.           Section
3(c) of the Employment Agreement is hereby amended and restated in its entirety
to read as follows:

     

    (c)           Stock
Options.  Effective upon
the Commencement Date, the Company shall issue and grant to Employee options
(the “Stock Options”) to purchase 75,000 shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), having an exercise price equal
to the closing price of the Company’s shares of Common Stock on the Commencement
Date, which shall vest in three installments as follows: 30,000 shares shall
vest on December 31, 2012 and 22,500 shares shall vest on each of December 31,
2013 and December 31, 2014; provided, that, any unvested Stock Options shall
accelerate and vest in the event that this Agreement has not been renewed upon
its scheduled expiration date; and, provided further, that all Stock Options
shall expire on the tenth anniversary of the Commencement Date.  The
terms and provisions of the Stock Options shall be set forth in a stock option
agreement in a form satisfactory to the Company.  In addition, the
Employee may be entitled, during the Term of this Agreement, to receive such
additional options, at such exercise prices and other terms as the Compensation
Committee of the Board may, in its sole and absolute discretion,
determine.

     

    2.           Except
as expressly amended by this Amendment, the Employment Agreement is hereby
ratified, approved and confirmed, and remains in full force and
effect.

     

    3.           This
Amendment is made and executed and shall be governed by the laws of the State of
Delaware, without regard to the conflicts of law principles
thereof.

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of
the parties hereto have duly executed this Amendment No. 1 to the Employment
Agreement as of the date set forth above.

    


    
      	
              Clarus
      Corporation

            	
              Employee

            
	 
      	 
      
	 
      	 
      
	
              By: /s/ Warren B.
      Kanders        

            	
              

                /s/
      Peter Metcalf        

              

            
	
              Name:
      Warren B. Kanders

            	
              Peter
      Metcalf

            
	
              Title:   Chairman

            	 
      


    

     

     

     

     

    
 


    
      
         


      

      
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