EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made effective as of the 3rd day of May, 2002, by and between Clarus Corporation, a Delaware corporation (the "Company") and Stephen P. Jeffery, a Georgia resident, ("Employee"). WHEREAS, the Company and Employee have entered into an Employment Agreement dated as of January 1, 2000 (the "Employment Agreement"); and WHEREAS, the Company and Employee desire to amend the Employment Agreement as provided herein. NOW THEREFORE, in consideration of the foregoing, the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Amendment. ---------- (a) Section 2 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "Term. The initial term of this Agreement will commence on the date set forth above and will terminate on December 31, 2002, unless said Agreement is terminated at an earlier date as provided herein. The Agreement shall thereafter automatically renew for identical and successive one (1) year term(s) unless either party notifies the other of its intention not to renew the Agreement at least 30 days prior to the expiration of the initial term or the one year renewal term then in effect; provided, however, that all post-termination obligations under Sections 4, 5, 6 and 7 shall survive termination or expiration of this Agreement as provided herein. Notwithstanding anything to the contrary herein, the election by the Company not to renew this Agreement at the end of the initial or any renewal term hereunder shall constitute termination without Cause, and Employee shall be entitled to receive the payments and other benefits provided under Section 4(c)." (b) The first sentence of Section 4(c) is hereby deleted in its entirety and replaced with the following: "In the event the Company terminates this Agreement without Cause or elects not to renew this Agreement at the end of the initial or any renewal term, then Employee shall be entitled to (i) severance pay in the form of continuation of his annualized Base Salary for a period of one (1) year from the date of such termination, which shall be paid in accordance with the Company's regular payroll practices and subject to any and all withholdings pursuant to applicable law, and (ii) a pro rata portion of his incentive bonus, if any, contemplated by Section 3(a) for the quarter in which his employment terminated based upon the number of days in the quarter elapsed prior to such termination." The remainder of Section 4(c) remains in effect as provided in the Employment Agreement. 1 (c) Section 7 of the Employment Agreement is hereby deleted in its entirety and replaced with the following: "7. Employee's Obligations Upon Termination. Upon the termination of Employee's employment hereunder for whatever reason, Employee automatically tenders Employee's resignation from any office Employee may hold with the Company; provided that neither the provisions of this Section 7 nor anything in this Agreement shall require Employee to tender his resignation from the Company's Board of Directors at any time, it being specifically understood that Employee may continue to serve in such capacity following termination of this Agreement". 2. Continued Effect of Agreement. Except as specifically set forth in this Amendment, the Employment Agreement continues in full force and effect in accordance with its terms. All references in the Employment Agreement to the "Agreement" shall be deemed to mean the Employment Agreement as amended hereby. 3. Miscellaneous. The provisions of Sections 10 of the Employment Agreement shall apply also to this Amendment. IN WITNESS WHEREOF, the parties hereto have hereunto affixed their hands and seals as of the date first above written. THE COMPANY: EMPLOYEE: CLARUS CORPORATION By: /s/ Stephen P. Jeffery /s/ Stephen P. Jeffery ---------------------------------- -------------------------------- Title: Chairman, Chief Executive Officer, Stephen P. Jeffery President ---------------------------------- 2