Exhibit 10.1

     

    EMPLOYMENT
AGREEMENT

    


    EMPLOYMENT AGREEMENT (the
“Agreement”), dated as of May 7, 2010, between Clarus Corporation, a Delaware
corporation (the “Company”), and Peter Metcalf (the “Employee”).

    


    WITNESSETH
:

    


    WHEREAS, the Company desires
to employ the Employee and to be assured of his services on the terms and
conditions hereinafter set forth; and

    


    WHEREAS, the Employee is
willing to accept such employment 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.

            	
              Term.

            


    

    


    The term of this Agreement shall
commence and be effective only upon the closing (the “Closing”) of the
transactions contemplated by that certain Agreement and Plan of Merger (the
“Merger Agreement”), dated as of May 7, 2010, by and among the Company,
Everest/Sapphire Acquisition, LLC, a Delaware limited liability company and
wholly-owned direct subsidiary of the Company (the “Purchaser”), Sapphire Merger
Corp., a Delaware corporation and wholly-owned direct subsidiary of the
Purchaser, Black Diamond Equipment, Ltd., a Delaware corporation, and Ed McCall, as
stockholders’ representative (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, simultaneously with the termination of the Merger Agreement, if the
Closing does not occur.

    


    
      	
            	
              2.

            	
              Duties.

            


    

    


    (a)           During
the Term of this Agreement, the Employee shall serve as the President and Chief
Executive Officer of the Company and shall perform all duties commensurate with
his position and as may be assigned to him by the Executive Chairman of the
Board of Directors of the Company (the “Board”) or the Executive Vice Chairman
of the Board.  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 position.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)           The
Employee shall report to the Board, and shall communicate regularly with the
Executive Chairman of the Board or the Executive Vice Chairman of the
Board.

    


    
      	
            	
              3.

            	
              Compensation, Bonus,
      Stock Options, 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 $210,000 (the
“Base Compensation”).  The Base Compensation shall be payable in
accordance with the normal payroll practices of the Company.  The
Employee’s performance and the Base Compensation shall be subject to annual
review by the Company.

    


    (b)           Bonus.  In
addition to the Base Compensation described above, the Employee shall, in the
sole and absolute discretion of the Compensation Committee of the Board, be
entitled to performance bonuses which may be based upon a variety of factors,
including the Employee’s performance and the achievement of Company goals, all
as determined 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
Compensation Committee of the Board may, in its sole and absolute discretion,
determine.

    


    (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 $6.00 per share, 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.

    


    (d)           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.  Upon the Employee’s retirement from active service with the
Company, except in the case of a termination of this Agreement by the Company
pursuant to Section 7(b) hereof, the Company shall provide the Employee with the
same form of medical and dental insurance as the Company may make available to,
or have in effect for, its senior executive officers from time to time for a
period commencing on such retirement and ending on the Employee’s sixty-fifth
(65th) birthday (the “Benefit Period”) at no cost to the Employee.  In
addition, during the Benefit Period, the Employee shall have the option to
purchase, at the Employee’s expense, medical and dental insurance through the
Company for his wife and children in the same manner as other senior executive
officers of the Company may purchase medical and dental insurance through the
Company.

     

    
      
        
        

      

      
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    (e)           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.

    


    (f)           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.

    


    
      	
            	
              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.

     

    
      
        
        

      

      
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    (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.

    


    (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”).

     

    
      
        
        

      

      
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    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. 

    


    (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.

     

    
      
        
        

      

      
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    (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 manufacturing,
assembling, licensing, distributing, marketing and selling mountain climbing,
hiking and skiing equipment, and 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.

    


    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.

     

    
      
        
        

      

      
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    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.

    


    (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 unvested Stock
Options held by the Employee shall immediately vest and become exercisable and
the Employee or the Employee’s estate, as applicable, shall have no further
entitlement to Base Compensation, bonus, or benefits from the Company following
the effective date of such termination, except as provided in Sections 3(b) and
3(d) 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.

    


    (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 (v) 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; or (v) Employee’s misappropriation for personal use of any
assets (having in excess of nominal value) or business opportunities of the
Company.  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 will terminate and be null and void and
the Employee shall have no further entitlement to Base Compensation, bonus, or
benefits from the Company following the effective date of such
termination.

    


    (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 in one lump sum within five days of the effective date of such
termination, subject to withholding for applicable taxes and other amounts, all
unvested Stock Options held by the Employee shall immediately vest and become
exercisable and the Employee shall have no further entitlement to Base
Compensation, bonus, or benefits from the Company following the effective date
of such termination, except as provided in Section 3(d) of this
Agreement.

     

    
      
        
        

      

      
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    (d)          By
Employee.

    


    (i)           Subject
to the provisions of clause (ii) of this Section 7(d), the Employee may
terminate this Agreement at anytime upon providing the Company with six weeks
prior written notice. If this Agreement is terminated by the Employee pursuant
to this Section 7(d)(i), then the Employee shall be entitled to receive his
accrued Base Compensation and benefits through the effective date of such
termination, any unvested Stock Options will terminate and be null and void and
the Employee shall have no further entitlement to Base Compensation, bonus, or
benefits from the Company following the effective date of such termination,
except as provided in Section 3(d) of this Agreement.

    


    (ii)           The
Employee may terminate this Agreement upon the occurrence of any of the
following: (A) a breach by the Company 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 Company by the Employee; (B)
any material diminution in the authority or responsibilities delegated to the
Employee as the chief executive officer of the Company; or (C) any reduction in
the Employee’s Base Compensation.  Upon the termination of this
Agreement by the Employee pursuant to this Section 7(d)(ii), the Employee shall
be entitled to receive one year of Base Compensation in one lump sum within five
days of the effective date of such termination, subject to withholding for
applicable taxes and other amounts, all unvested Stock Options held by the
Employee shall immediately vest and become exercisable and the Employee shall
have no further entitlement to Base Compensation, bonus, or benefits from the
Company following the effective date of such termination, except as provided in
Section 3(d) of this Agreement.

    


    (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.  Upon the termination of
this Agreement by the Employee due to the occurrence of a Change in Control, the
Employee shall be entitled to receive one year of Base Compensation in one lump
sum within five days of the effective date of such termination, subject to
withholding for applicable taxes and other amounts and all unvested Stock
Options held by the Employee shall immediately vest and become
exercisable.  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 50% or more of the
total voting power of all the then-outstanding voting securities of the
Company.

     

    
      
        
        

      

      
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    (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, the
Employee shall repay to the Company the one year Base Compensation lump sum
payment received by the Employee from the Company pursuant to Section 7(c),
7(d)(ii) or Section 7(e) hereof as of the date of such failure to comply, the
Company’s obligation to provide the benefits under Section 3(d) hereof will
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.

    


    8.       
     Key Man
Life Insurance.  The Employee
acknowledges that the Company will seek to obtain key man life insurance policy
on his life with the Company as the named beneficiary in an amount to be
determined by the Board up to a maximum amount of Ten Million Dollars
($10,000,000).  The Employee hereby agrees to provide such information
and to submit to such medical examinations and otherwise use his best efforts to
cooperate as may be required to assist the Company in obtaining such
policy.

    


    
      	
            	
              9.

            	
              Miscellaneous.

            


    

    


    (a)  Survival.  The provisions of
Sections 4, 5, 6, 7 and 9 and the last two sentences of Section 3(d) 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.

     

    
      
        
        

      

      
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    (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.

    


    (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
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:

              	 
      	
                With
      a copy to:

              
	 
      	 
      	 
      
	
                Clarus
      Corporation

              	 
      	
                Kane
      Kessler, P.C.

              
	
                One
      Landmark Square

              	 
      	
                1350
      Avenue of the Americas

              
	
                Stamford,
      Connecticut 06901

              	 
      	
                New
      York, New York  10019

              
	
                Facsimile:
      (203) 428-2024

              	 
      	
                Facsimile:
      (212) 245-3009

              
	
                Attention:  Warren
      B. Kanders

              	 
      	
                Attention:
      Robert L. Lawrence, Esq.

              
	 
      	 
      	 
      
	
                If
      to the Employee:

              	 
      	
                With
      a copy to:

              
	 
      	 
      	 
      
	
                Peter
      Metcalf

              	 
      	 
      
	
                _____________

              	 
      	
                ______________

              
	
                _____________

              	 
      	
                ______________

              
	
                _____________

              	 
      	
                _____________

              


      

    

    


    (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.

     

    
      
        
        

      

      
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    (h) Jurisdiction;
Venue.  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.

    


    (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.

    


    (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)  IRC
Section 409A.  The parties to
this Agreement intend that the Agreement complies with Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), where applicable, and
this Agreement shall be interpreted in a manner consistent with that
intention.  Notwithstanding any provision of this Agreement, no
payment or other distribution required to be made to the Employee hereunder
(including any payment of cash, any transfer of property and any provision of
taxable benefits) as a result of his termination with the Company shall be made
prior to the earliest date that Employee may receive such payments without a
penalty, remedial measure or similar effect being imposed against the Company or
the Employee pursuant to Section 409A of the Code.

    


    (n)  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.

     

    
      
        
        

      

      
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    [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.

    


    
      
        
          	
                  Clarus
      Corporation

                	 
      	
                  Employee

                
	 
      	 
      	 
      	 
      
	
                  By:  

                	
                  /s/ Philip A. Baratelli

                	 
      	
                  /s/ Peter Metcalf

                
	 
      	
                  Name:
      Philip A. Baratelli

                	 
      	
                  Peter
      Metcalf

                
	 
      	
                  Title:
      Chief Financial Officer