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.