Unassociated Document


    EXHIBIT 10.1

     

    
      WARREN
B. KANDERS

    

     

     

     

    
      
        
          	 
      	
                  August
      6, 2009

                


        

      

       

      


      Clarus
Corporation

      One
Landmark Square

      Stamford,
CT 06901

      


      


      
        	
                 
      

              	
                Re:

              	
                Employment Agreement,
      dated December 6, 2002 (the “Employment Agreement”), between Clarus
      Corporation (the “Company”) and Warren B.
  Kanders

              


      

      


      Dear
Sirs:

       

      
        In
order to facilitate the Company’s efforts to reduce its level of operating
expenses pending consummation of the Asset Redeployment Transaction (defined
below), the undersigned agreed with the Company and its board of
directors  to defer payments of his base compensation of $250,000
under the Employment Agreement, which shall accrue in full, until the
consummation of an Asset Redeployment Transaction.  Upon the
consummation of an Asset Redeployment Transaction, all such base compensation
that has been deferred hereunder shall be paid promptly by the Company to the
undersigned. The term “Asset Redeployment Transaction” shall mean a strategic
redeployment of a substantial portion of the assets of the Company, including,
but not limited to, the investment in a business, or the acquisition of a
business, or any substantial portion thereof, from another party, whether
accomplished by the acquisition of a majority of the voting securities
(including by tender offer) or by the acquisition of all or substantially all of
the assets or by merger, consolidation, reorganization or any other similar
transaction, regardless of form, whether in one or a series of a
transactions.  

         

        In
all other respects, the undersigned’s rights under and the terms of the
Employment Agreement shall remain in full force and effect.

         

        This letter
agreement is made an executed and shall be governed by the laws of the
State of New York, without regard to the conflicts of laws principles
thereof.

         

        This
letter
agreement may be signed in counterparts, each of which shall be deemed to
be an original and all of which shall constitute one agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        Clarus Corporation 

        Page 2

         

         

        If
this letter
agreement correctly expresses our mutual intentions, please execute and
return the enclosed copy of this letter agreement
to the undersigned.

      

      


      


      
        
          	
                	
                  By:
      

                	
                  

                    /s/
      Warren B. Kanders

                  

                	 
	 	 	
                  

                    Warren
      B. Kanders

                  

                	 


        

      

      


      AGREED
TO AND ACCEPTED

      ON
AUGUST 6, 2009

       

      CLARUS
CORPORATION

      


      


      
        
          	 	 	 	 	 	 
	By:   	
                  

                    /s/
      Philip A. Baratelli

                  

                	 	 	
                	 
	 	
                  
                    Name:  Philip
      A. Baratelli

                  

                	 	 	
                   

                	 
	 	
                  
                    Title:  Chief
      Financial Officer