EXHIBIT 10.3
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made effective
as of the 20th day of May, 2002, by and between Clarus Corporation, a Delaware
corporation (the "Company") and Xxxx X. Xxxxxx, a Georgia resident,
("Employee").
WHEREAS, the Company and Employee have entered into an Employment
Agreement dated as of August 15, 2001 (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. Amendments.
(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)."
The remainder of Section 2 shall remain in effect as provided in the Employment
Agreement.
(b) The first two sentences of Section 4(c) of the Employment Agreement are
hereby deleted in their 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 (A) severance pay in
the form of continuation of his annualized Base Salary until the
earlier of (i) a period of six months from the date of such
termination, or (ii) Employee's earlier commencement of employment with
any other entity; plus (B) a pro rata portion of his incentive bonus,
if any, contemplated by Section 3(a) of this Agreement for the quarter
in which his employment terminated based upon the number of days in the
quarter elapsed prior to such termination. Any such severance pay shall
be
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paid in accordance with the Company's regular payroll practices and
subject to any and all withholdings pursuant to applicable law."
The remainder of Section 4(c) shall remain in effect as provided in the
Employment 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/ Xxxxxxx X. Xxxxxxx /s/ Xxxx X. Xxxxxx
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Title: Chief Executive Officer Xxxx X. Xxxxxx
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