Unassociated Document


    AMENDMENT
NO. 1

    TO
THE

    CLARUS
CORPORATION

    2005
STOCK INCENTIVE PLAN

    


    


    The following amendments are hereby
made to the Clarus Corporation 2005 Stock Incentive Plan (the “Plan”), effective
January 1, 2010, except as otherwise indicated:

    


    1.           Section
5.7 of the Plan is hereby amended by adding the following sentence to the end
thereof, effective as of the date the amendment is approved by
shareholders:

    


    “Notwithstanding
Section 2, the maximum aggregate number of ISOs that may be issued under this
Plan is 4,500,000.”

    


    2.           Section
6.7 of the Plan is hereby amended by adding the following clause to the end
thereof:

    


    “;
provided, that for any Award that is intended to be performance-based
compensation for purposes of Section 162(m) of the Code, the forfeiture period
and any other conditions set forth in the Award Agreement for such
performance-based Award may only be waived to the extent consistent with the
requirements of performance-based compensation set forth in Section 162(m) of
the Code and guidance thereunder.”

    


    3.           Section
6.8 of the Plan is hereby amended by adding the following clause to the end
thereof:

    


    


     “;
provided, that for any Award of Restricted Stock that is intended to be
performance-based compensation for purposes of Section 162(m) of the Code, the
forfeiture period and any other conditions set forth in the Award Agreement for
such performance-based compensation may only be waived to the extent consistent
with the requirements of performance-based compensation set forth in Section
162(m) of the Code and guidance thereunder.”

    


    4.           Section
7.1(e) of the Plan is hereby amended by adding the following clause to the end
thereof:

    


    “;
provided, that payment of the Performance Award intended to be performance-based
compensation for purposes of Section 162(m) of the Code may be made only to the
extent consistent with the requirements of performance-based compensation set
forth in Section 162(m) of the Code and guidance thereunder.”

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.           Section
15 of the Plan is hereby deleted in its entirety and replaced with the
following:

    


    “EXCHANGE
AND BUYOUT OF AWARDS.  To the extent consistent with Section 162(m) of
the Code with respect to Awards intended to be performance-based compensation
for purposes of Section 162(m) of the Code, the Committee may, at any time or
from time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards.  In addition, to the extent
consistent with Section 162(m) of the Code with respect to Awards intended to be
performance-based compensation for purposes of Section 162(m) of the Code, the
Committee may at any time buy from a Participant an Award previously granted
with payment in cash, Shares (including Restricted Stock) or other
consideration, based on such terms and conditions, consistent with Section
162(m) of the Code, as the Committee and the Participant may
agree.”

    


    6.           Section 22 of the Plan is hereby deleted
in its entirety and replaced by the following new Section 22, effective as of
January 1, 2009:

    


    “22.             Sections
162(m) and 409A of the Code.

    


    22.1           Section
162(m) Compliance.  The Plan, and all Awards designated by the
Committee as “performance-based compensation” for purposes of Section 162(m) of
the Code are intended to be exempt from the application of Section 162(m) of the
Code, which restricts under certain circumstances the Federal income tax
deduction for compensation paid by a public company to certain executives in
excess of $1 million per year.  The Committee may, without stockholder
approval (unless otherwise required to comply with Rule 16b-3 under the Exchange
Act or in accordance with applicable market or exchange requirements), amend the
Plan retroactively and/or prospectively to the extent it determines necessary in
order to comply with any subsequent clarification of Section 162(m) of the Code
required to preserve the Company’s Federal income tax deduction for compensation
paid pursuant to the Plan.  To the extent that the Committee
determines as of the Date of Grant of an Award that (i) the Award is intended to
comply with Section 162(m) of the Code, and (ii) the exemption described above
is no longer available with respect to such Award absent shareholder approval,
such Award shall not be effective until any stockholder approval required under
Section 162(m) of the Code has been obtained.  Notwithstanding the
foregoing, if the Committee deems it to be in the best interest of the Company,
the Committee retains the discretion to make such Awards under the Plan that may
not comply with the requirements of Section 162(m) of the Code.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    22.2           Section
409A Compliance.  No Award (or modification thereof) intended to
comply with Section 409A of the Code shall provide for deferral of compensation
that does not comply with Section 409A of the Code.  Notwithstanding
any provision of this Plan to the contrary, if one or more of the payments or
benefits received or to be received by a Participant pursuant to an Award would
cause the Participant to incur any additional tax or interest under Section 409A
of the Code, the Committee may reform such provision to maintain to the maximum
extent practicable the original intent of the applicable provision without
violating the provisions of Section 409A of the Code.  For purposes of
this Plan, and solely to the extent necessary or advisable to comply with any
applicable requirements of Section 409A of the Code and the regulations
thereunder, references to a “termination of employment” shall be deemed to mean
a “separation from service” as that term is defined under Treasury Reg. Section
1.409A-1(h).  Notwithstanding any other provisions of this Plan to the
contrary, and solely to the extent necessary for compliance with Section 409A of
the Code (and only to the extent not otherwise eligible for exclusion from the
requirements of Section 409A of the Code), if the Participant becomes entitled
to a payment of any benefit or settlement of any Award under this Plan in
connection with the Participant’s termination of employment (other than due to
death) and the Participant is deemed to be a “Specified Employee” (as defined
under Section 409A of the Code) as of the date of such termination of
employment, no payment, settlement or other distribution required to be made to
the Participant hereunder (including any payment of cash, any transfer of
property and any provision of taxable benefits) shall be made earlier than the
date that is six (6) months and one day following the date of the Participant’s
termination of employment with the Company.”

    


    7.           The
Plan was amended by the Board of Directors of Clarus Corporation as of
September
1, 2010.

    


    


    Certification

    


    The undersigned, being the Secretary of
Clarus Corporation., a Delaware corporation, hereby certifies that the foregoing
is a true and complete copy of Amendment No. 1 to the Clarus Corporation 2005
Stock Incentive Plan, as duly adopted by the Board of Directors of the Company
on June 21, 2005, and that said Amendment No. 1 to the Clarus Corporation 2005
Stock Incentive Plan is in full force and effect on the date hereof, without
further amendment or modification.

    


    


    
      
        	 
      	
                /s/ Robert Peay

              
	
                Dated:
      September 1, 2010

              	
                Robert
      Peay, Secretary