EXHIBIT 10.21


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (the
 “Agreement”), dated as of July 9, 2021, between Cadre Holdings, Inc., a Delaware corporation (the “Company”),
and Blaine Browers (the “Employee”).


 


W I T N E S S E T H :


 


WHEREAS, each of the
Company and its subsidiaries, including Safariland, LLC, desires to employ the Employee as the Chief Financial Officer 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 be employed as the Chief Financial Officer of the Company on such terms and conditions.


 


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.	Employment and Term.


 


The Company hereby employs the Employee as the Chief
Financial Officer of the Company, and the Employee accepts such employment, upon the terms and subject to the conditions set forth in
this Agreement. The term of this Agreement shall commence and be effective only upon the closing of the Company’s initial public
offering of shares of its common stock provided that Employee remains in the employ of the Company and this Agreement has not been terminated
as of such date (the “Commencement Date”), and shall terminate on the third anniversary of the Commencement Date (the “Term”),
subject to earlier termination as provided herein. This Agreement shall automatically terminate prior to the Commencement Date (x) if
the Employee is not employed by the Company at any time between the date hereof and the Commencement Date, or (y) if the Company does
not complete its initial public offering on or before September 30, 2021.


 


	 	2.	Duties; Work Site.


 


(a)  During the Term of this Agreement,
the Employee shall serve as the Chief Financial Officer of the Company and shall perform all duties commensurate with his positions and
as may be assigned to him by the Chief Executive Officer and Executive Chairman of the Board of Directors of the Company (the “Board”)
or his designee. The Employee shall devote his full business time and energies to the business and affairs of the Company 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 positions.


 


(b)  The Employee shall report to and shall
communicate regularly with the Chief Executive Officer and Executive Chairman of the Board or his designee.


 


(c)  The Employee and the Company agree
that the Employee’s duties will be discharged from the Company’s Jacksonville, Florida location. The Employee agrees to travel
for business purposes in such amount as is necessary in order for the Employee to fully and competently perform his duties hereunder.


 


	 	3.	Compensation, Bonus, 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 $340,000 (the “Base Compensation”). The Base Compensation shall be payable in accordance with the normal payroll
practices of the Company.


 






     


     


    

 


(b)  Bonus.
In addition to the Base Compensation described above, the Employee shall, in the sole and absolute discretion of the Board or the
Compensation Committee of the Board, be entitled to an annual performance bonus of up to one hundred percent (100%) of the Base
Compensation which may be based upon a variety of factors, including qualitative and quantitative Company objectives, all as
determined annually in the sole and absolute discretion of the Board or 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 Board or the
Compensation Committee of the Board may, in its sole and absolute discretion, determine. Any such bonus, as determined by the Board
or the Compensation Committee of the Board, shall be payable to the Employee no later than 21⁄2
months after the end of the fiscal year in question during the Term.  


 


(c)  Phantom Plan. The Employee
has received under the Safariland Group 2021 Phantom Restricted Share Plan (the “Phantom Plan”) a Phantom Share Award Agreement,
dated March 18, 2021, for 3,320 Phantom Shares, which will continue to remain outstanding and be subject to the vesting and other terms
as set forth in the Phantom Plan and related Award Agreement.


 


(d)  LTIP Plan. The Employee
has received under the Safariland Group Long-Term Incentive Plan (the “LTIP Plan”) an Award Agreement, dated March 15, 2021,
of $329,600 and another Award Agreement, dated March 15, 2021, of $329,600, each of which will continue to remain outstanding and be subject
to the vesting and other terms as set forth in the LTIP Plan and the related respective Award Agreements.


 


(e) Stock Options; Restricted Stock.
The Employee shall also be entitled to participate, at the sole and absolute discretion of the Compensation Committee of the Board, in
the Company’s 2021 Stock Incentive Plan, or such other stock incentive plan as the Company may have in effect from time to time
(the “Stock Incentive Plan”). Such participation and awards shall be based upon, among other things, the Employee’s
performance and the Company’s performance, all as determined by the Compensation Committee of the Board. In addition, the Employee
may be entitled, during the Term of this Agreement, to receive additional options, restricted stock and Stock Bonus Awards at such prices
and other terms, and/or to participate in such other bonus plans, whether during the term of this Agreement or upon termination pursuant
to Section 7 hereof, as the Compensation Committee of the Board may, in its sole and absolute discretion, determine. Furthermore, and
without limiting the foregoing, on the Commencement Date, the Company shall issue to the Employee 150,000 restricted shares of Common
Stock (the “Restricted Stock”), which shall be subject to the vesting and lapse of restrictions on such Restricted Stock based
on the timing set forth below:


 


(A) The Restricted Stock shall vest upon the achievement
of both: (i) a closing price of at least $40.00 per share of Common Stock on the New York Stock Exchange or other national or regional
stock exchange on which such securities are then listed for a period of twenty (20) consecutive trading days, and (ii) the Employee
having been continuously employed by the Company for a period of five years from and after the Commencement Date;


 


(B) Any shares not vested based on the foregoing
closing share price of Common Stock prior to the tenth anniversary of the Commencement Date shall be forfeited and be null and void; and


 


(C) The forfeiture of the Restricted Stock may be
accelerated in accordance with the terms of this Agreement, provided that, notwithstanding any provision in this Agreement to the contrary,
the vesting of the Restricted Stock shall not be accelerated unless and until the conditions set forth in clause (A) above are satisfied.


 


The terms and provisions of the Restricted Stock
shall be set forth in a restricted stock agreement in form and substance satisfactory to the Company.


 


 


(f)  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. 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.


 






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(g)  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.


 


(h)  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.	Representations 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. The Employee further represents and warrants that he is not presently nor has he ever been the subject of
or a party to any charge, complaint, government agency investigation or proceeding, disciplinary action, arbitration or litigation involving
a claim of employment discrimination, retaliation or harassment, including sexual harassment.


 


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.


 


(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.


 


            (iii)
Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade
secret (as defined in section 1839 of title 18, United States Code) that (A) is made (i) in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating
a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing
is made under seal. If Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Employee
may disclose the trade secret to Employee’s attorney and use the trade secret information in the court proceeding if Employee
(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except as permitted by
court order.


 






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(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, during the Term of this Agreement and for a period of two years after
termination of this Agreement, 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.


 


(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. 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 (A) manufacturing and distributing safety and
survivability equipment for first responders; and (B) 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 two 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. “Person”
shall mean an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization
or other entity and a government or any department or agency thereof.


 


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.


 


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.
For purposes of this Section 7, the term “stock options” shall include the Stock Options and the term “restricted stock”
shall include the Restricted Stock.


 






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(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 granted but unvested stock options and unvested restricted stock (but not including the Restricted Stock awarded
pursuant to Section 3(e)) held by the Employee shall immediately vest, awards under the Phantom Plan and the LTIP Plan shall be
subject to the terms of the respective Plan and Award Agreement under which they were awarded and the Employee or the
Employee’s estate, as applicable, shall have no further entitlement to Base Compensation, bonus, stock options or benefits
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
the date that is two weeks after the filing of the Company’s Form 10-K for 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 (vii) 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; (v) Employee’s violation of the Company’s Code of Business Conduct and
Ethics and/or Code of Ethics for Senior Executive Officers and Senior Financial Officers (each as currently in effect and/or as amended
from time to time); (vi) Employee’s violation of the Company’s policies prohibiting unlawful employment discrimination, retaliation
or harassment, including sexual harassment which includes but is not limited to engaging in or aiding and abetting any act of employment
discrimination, retaliation or harassment including sexual harassment; (vii) Employee’s misappropriation for personal use of any
assets (having in excess of nominal value) or business opportunities of the Company; (viii) Employee’s violation of any contractual,
statutory, or fiduciary duty owed by Employee to the Company or any of its affiliates; or (ix) Employee’s failure to cooperate in
good faith with a governmental or internal investigation of the Company, its subsidiaries or affiliates, or their directors, officers
or employees, if the Company has reasonably requested Employee’s cooperation. 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, will be forfeited by the Employee and be null and void, all granted but unvested restricted stock shall be
forfeited and be null and void, awards under the Phantom Plan and the LTIP Plan shall be subject to the terms of the respective Plan and
Award Agreement under which they were awarded and the Employee shall have no further entitlement to Base Compensation, bonus, stock options,
or benefits from the Company following the effective date of such termination; provided, however, that in the event of a termination for
Cause pursuant to Section 7(b)(iii) hereof, the Employee shall be entitled to retain any vested stock options, but subject to the terms
and conditions thereof. 


 


(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 one year of Base Compensation
and reimbursement of any COBRA premium payments made by the Employee during such one-year period provided the Employee executes a Separation
Agreement and General Release Agreement that is satisfactory to the Company and upon receipt of a COBRA billing statement, in each case
payable in accordance with the Company’s normal payroll practices, subject to withholding for applicable taxes and other amounts.
All granted but unvested stock options and all unvested restricted stock (but not including the Restricted Stock awarded pursuant to Section
3(e)) held by the Employee shall immediately vest, awards under the Phantom Plan and the LTIP Plan shall be subject to the terms of the
respective Plan and Award Agreement under which they were awarded and the Employee shall have no further entitlement to Base Compensation,
bonus, stock options or benefits from the Company following the effective date of such termination. This Section 7(c) shall not apply
if the Employee is terminated by the Company and Section 7(e) applies. 


 


(d)  By Employee. The
Employee may terminate this Agreement at any time upon providing the Company with 90 days’ prior written notice. If this
Agreement is terminated by the Employee pursuant to this Section 7(d), then the Employee shall be entitled to receive his accrued
Base Compensation and benefits through the effective date of such termination, all granted but unvested stock options and all
unvested restricted stock shall be forfeited and be null and void, awards under the Phantom Plan and the LTIP Plan shall be subject
to the terms of the respective Plan and Award Agreement under which they were awarded and the Employee shall have no further
entitlement to Base Compensation, bonus, stock options, 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 following the occurrence of such Change in Control; provided, however, that if requested to do so by the
Company or the acquiror of the business of the Company in such Change of Control, the Employee shall provide consulting services to the
Company or such acquiror, as applicable, for transition purposes for a period of up to six months following the effective date of such
Change in Control and his termination of this Agreement, and the Company or such acquiror shall pay consulting fees to the Employee for
such six month period in an amount equal to the compensation he would have otherwise received under this Agreement had it been in effect
for such six month period. Upon the termination of this Agreement by either party within 30 days following the occurrence of a Change
in Control (other than a termination by the Company for Cause during such period, in which event the provisions of Section 7(b) shall
apply), the Employee shall be entitled to receive one year of Base Compensation in one lump sum within five business days after the effective
date of such termination and reimbursement of any COBRA premium payments made by the Employee during such one-year period provided the
Employee executes a Separation Agreement and General Release Agreement that is satisfactory to the Company and upon receipt of a COBRA
billing statement, subject to withholding for applicable taxes and other amounts, all granted but unvested stock options and all unvested
restricted stock (but not including the Restricted Stock awarded pursuant to Section 3(e)) held by the Employee shall immediately vest,
and awards under the Phantom Plan and the LTIP Plan shall be subject to the terms of the respective Plan and Award Agreement under which
they were awarded; provided, however, that if the Company or the acquiror described above requests Employee to
provide the consulting services described above, then the one year of Base Compensation that is payable in one lump sum shall become due
and payable in one lump sum upon the expiration of such consulting period, and shall not be payable if the Employee does not render such
consulting services. 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 40% or more of the total voting power of all the
then-outstanding voting securities of the Company; provided, that no event shall constitute a Change in Control unless such event is a
change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company,
pursuant to Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended (the “Code”).


 


(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, or it is determined that the Employee engaged in conduct which would
constitute cause for termination as set forth in 7(b) of this Agreement, the Employee shall repay to the Company any payments received
by the Employee in respect of the one year Base Compensation required to be paid pursuant to Section 7(c) or Section 7(e) hereof as of
the date of such failure to comply, the Company’s obligation to provide the remainder, if any, of such one year Base Compensation
shall terminate and be null and void as of such date, and the Employee will have no further rights in or to such amounts and benefits.


 


(g) Cooperation.  Following
the expiration and/or termination of this Agreement for any reason, Employee shall provide his reasonable cooperation in connection
with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during
Employee’s employment hereunder; provided the Company shall reimburse Employee for Employee’s reasonable costs and
expenses incurred in connection therewith and such cooperation shall not unreasonably burden Employee or unreasonably interfere with
any subsequent employment that Employee may undertake.


 






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	 	8.	Parachute Payments.


 


(a)       Notwithstanding
any other provisions of this Agreement or any other Company plan, arrangement or agreement (“Company Arrangement”), in the
event that any payment or benefit by the Company or otherwise to or for the benefit of Employee, whether paid or payable or distributed
or distributable pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including the payments and benefits
under Section 7 above, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the
excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the Total Payments shall be reduced (but not
below zero) to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments. Any such reduction shall
be made by the Company in its sole discretion consistent with the requirements of Section 409A of the Code (“Section 409A”).


 


(b)       Any
determination required under this Section 8, including whether any payments or benefits are parachute payments, shall be made by the Company
in its sole discretion. The Employee shall provide the Company with such information and documents as the Company may reasonably request
in order to make a determination under this Section 8. The Company’s determinations shall be final and binding on the Company and
the Employee.


 


(c)       In the
event it is later determined that to implement the objective and intent of this Section 8, (i) a greater reduction in the Total Payments
should have been made, the excess amount shall be returned promptly by Employee to the Company or (ii) a lesser reduction in the Total
Payments should have been made, the excess amount shall be paid or provided promptly by the Company to Employee, except to the extent
the Company reasonably determines would result in imposition of an excise tax under Section 409A.


 


	 	9.	Miscellaneous.


 


(a)  Survival. The provisions
of Sections 4, 5, 6, 7, 8 and 9 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.


 


(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.


 






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(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, sent by electronic mail or facsimile transmission provided the receiving party has a compatible device
or confirms receipt thereof (which forms of notice shall be deemed delivered upon confirmed transmission or confirmation of receipt),
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:

     

    Cadre Holdings, Inc.

    13386 International Pkwy

    Jacksonville, FL 32218

    Facsimile:

    Email: brad.williams@safariland.com

    Attention: Brad Williams

     

    With a copy to:

     

    Kane Kessler, P.C.

    600 Third Avenue, 35th Floor

    New York, New York 10016

    Facsimile: (212) 245-3009

    Email: rlawrence@kanekessler.com

    Attention: Robert L. Lawrence, Esq.

     
	 
	
    If to the Employee:

     

    Blaine Browers

    132 Clearlake Drive

    Ponte Vedra, FL 32082

    Email:

     
	
     

     



(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; Waiver
of Jury Trial. This Agreement shall be subject to the non-exclusive jurisdiction of the federal courts or state courts of
the State of Delaware, County of New Castle, 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. The parties hereto irrevocably waive the right to a jury trial in connection with any action arising under this Agreement
or the employment of Employee.


 


(i)  Governing Law. This
Agreement 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.


 


(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.


 






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(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)   Section 409A. 


 


(i)       General.
The parties to this Agreement intend that the Agreement complies with Section 409A, where applicable, and this Agreement shall be
interpreted in a manner consistent with that intention. Except as otherwise permitted under Section 409A, no payment hereunder shall be
accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.


 


(ii)       Separation
from Service. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this
Agreement that is considered nonqualified deferred compensation under Section 409A and is designated under this Agreement as payable upon
Employee’s termination of employment, the termination of this Agreement or the termination of Employee’s consulting services
shall be payable only upon Employee’s “separation from service” with the Company within the meaning of Section 409A
(a “Separation from Service”).


 


(iii)       Specified
Employee. Notwithstanding anything in this Agreement to the contrary, if Employee is deemed by the Company at the time of Employee’s
Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any
portion of the benefits to which Employee is entitled under this Agreement is required in order to avoid a prohibited distribution under
Section 409A, such portion of Employee’s benefits shall not be provided to Employee prior to the earlier of (A) the expiration
of the six (6)-month period measured from the date of Employee’s Separation from Service with the Company or (B) the date of Employee’s
death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the
preceding sentence shall be paid in a lump sum to Employee (or Employee’s estate or beneficiaries), and any remaining payments due
to Employee under this Agreement shall be paid as otherwise provided herein.


 


(iv)       Expense
Reimbursements. To the extent that any reimbursements under this Agreement are subject to Section 409A, any such reimbursements
payable to Employee shall be paid to Employee no later than December 31st of the year following the year in which the expense
was incurred; provided, that Employee submits Employee’s reimbursement request promptly following the date the expense is
incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year,
other than medical expenses referred to in Section 105(b) of the Code, and Employee’s right to reimbursement under this Agreement
will not be subject to liquidation or exchange for another benefit.


 


(v)       Installments.
Employee’s right to receive any installment payments under this Agreement, including without limitation any continuation salary
payments that are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly,
each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A.


 






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(vi)       Release. Notwithstanding
anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Employee’s
Separation from Service are subject to Employee’s execution and delivery of a Separation Agreement and General Release
Agreement (“Release”), in any case where Employee’s date of Separation from Service and Release Expiration Date
(as defined below) fall in two separate taxable years, any payments required to be made to Employee that are conditioned on the
Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable
year. For purposes hereof, “Release Expiration Date” shall mean the date that is twenty-one (21) days following
the date upon which the Company timely delivers the Release to Employee, or, in the event that Employee’s Separation from
Service is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in
the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent
that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a
result of Employee’s Separation from Service are delayed pursuant to this Section 9(m)(vi), such amounts shall be paid in a
lump sum on the first payroll period to occur in the subsequent taxable year.


 


(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.


 


	 	CADRE
    HOLDINGS, INC.
	 	 
	 	By:	 /s/ WARREN B. KANDERS
	 	 	Name: Warren B. Kanders
	 	 	Title: Chief Executive Officer
	 	
	 	/s/
    BLAINE BROWERS
	 	Blaine
    Browers









 


(Signature
Page to Employment Agreement of BB)