SEC Info - Black Diamond, Inc. - ‘DEF 14A’ for 6/21/05

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Black Diamond, Inc. – ‘DEF 14A’ for 6/21/05

On: Monday, 5/2/05, at 4:26pm ET · Effective: 5/2/05 · For: 6/21/05 · Accession #: 1144204-5-13615 · File #: 0-24277

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/02/05  Black Diamond, Inc.               DEF 14A     6/21/05    1:170K                                   Vintage/FA

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Solicitation Material                67    242K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Beneficial Ownership Of Company Common Stock By Directors, Officers And Principal Shareholders Clarus Corporate Governance Effective Date Employment Agreements Incentive Stock Options Nasdaq Performance Awards Requirements For Submission Of Stockholder Proposals, Nomination Of Directors And Other Business Of Stockholders Restricted Shares Restricted Shares and Restricted Units Restricted Units
1	1st Page - Filing Submission
8	Beneficial Ownership Of Company Common Stock By Directors, Officers And Principal Shareholders
13	Corporate Governance
28	Clarus
"	Nasdaq
30	Employment Agreements
34	Restricted Shares and Restricted Units
"	Performance Awards
36	Incentive Stock Options
37	Restricted Shares
"	Restricted Units
38	Effective Date
39	Requirements For Submission Of Stockholder Proposals, Nomination Of Directors And Other Business Of Stockholders

DEF 14A 1st Page of 67 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
 Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by registrant |X|                                                         
Filed by a party other than the registrant |_|                                  

Check the appropriate box:                                                      

|_|   Preliminary proxy statement                                               

|_|   Confidential,  for  Use of the  Commission  Only  (as  permitted  by  Rule
14a-6(e)(2))                                                        

|X|   Definitive Proxy Statement                                                

|_|   Definitive Additional Materials                                           

|_|   Soliciting Material Pursuant to ss.240.14a-12                             

CLARUS CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

|X|   No fee required.                                                          

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  

          1) Title of each class of securities to which transaction applies:

            --------------------------------------------------------------------

       2) Aggregate number of securities to which transaction applies:

            --------------------------------------------------------------------

            3) Per unit price or other underlying value of transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which
      the filing fee is calculated and state how it was determined):

            --------------------------------------------------------------------

DEF 14A 2nd Page of 67 TOC 1st Previous Next ↓Bottom Just 2nd
4) Proposed maximum aggregate value of transaction:     

            --------------------------------------------------------------------

5) Total fee paid:                                      

            --------------------------------------------------------------------

|_|   Fee paid previously with preliminary materials.                           

|_|   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule  0-11(a)(2)  and identify the filing for which the offsetting fee was
paid previously.                                                    

Identify the previous filing by registration  statement  number,  or the Form or
Schedule and the date of its filing.                                            

1) Amount Previously Paid:                              

            --------------------------------------------------------------------

2) Form, Schedule or Registration Statement No.:        

            --------------------------------------------------------------------

3) Filing Party:                                        

            --------------------------------------------------------------------

4) Date Filed:                                          

            --------------------------------------------------------------------

DEF 14A 3rd Page of 67 TOC 1st Previous Next ↓Bottom Just 3rd
CLARUS CORPORATION
 One Landmark Square
 Stamford, Connecticut 06901

                                                                    May __, 2005

To Our Stockholders:                                                            

      On behalf of the Board of  Directors  of Clarus  Corporation,  I cordially
invite you to attend the Annual Meeting of  Stockholders  to be held on Tuesday,
June 21, 2005, at 2:00 p.m.,  Eastern Daylight Time, at our principal  executive
offices located at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901.

      The  accompanying  Notice of Meeting and Proxy Statement cover the details
of the matters to be presented.                                                 

A copy of the 2004 Annual Report is included in this mailing.       

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING,  I URGE YOU TO VOTE
BY COMPLETING  AND RETURNING  YOUR PROXY CARD AS SOON AS POSSIBLE.  YOUR VOTE IS
IMPORTANT.  RETURNING  YOUR PROXY CARD WILL  ENSURE THAT YOUR VOTE IS COUNTED IF
YOU LATER DECIDE NOT TO ATTEND THE ANNUAL MEETING.                              

  Cordially,

          CLARUS CORPORATION

         Warren B. Kanders
                                    Executive Chairman of the Board of Directors

DEF 14A 4th Page of 67 TOC 1st Previous Next ↓Bottom Just 4th
CLARUS CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 21, 2005

To Our Stockholders:                                                            

      You are cordially  invited to attend the Annual  Meeting of  Stockholders,
and any adjournments or postponements thereof, of Clarus Corporation, which will
be held  Tuesday,  June 21, 2005,  at 2:00 p.m.  Eastern  Daylight  Time, at our
principal  executive  offices  located  at  One  Landmark  Square,  22nd  Floor,
Stamford, Connecticut 06901, for the following purposes:                        

            1. To elect four  members to serve on the Board of  Directors  until
      the next Annual  Meeting of  Stockholders  and until their  successors are
duly elected and qualified (Proposal 1);                            

            2. To  consider  and vote upon a proposal  to adopt a new  long-term
      stock incentive plan (the "2005 Stock  Incentive  Plan") pursuant to which
      3,000,000  shares of Clarus'  common stock will be initially  reserved for
      issuance and  available  under such plan,  subject to an automatic  annual
      increase equal to 4% of the total number of shares of Clarus' common stock
outstanding (Proposal 2); and                                       

            3. To transact such other business as may properly be brought before
the meeting including proposals to adjourn or postpone the meeting. 

      Stockholders  of  record  at the  close of  business  on May 10,  2005 are
entitled to notice of and to vote at the meeting.                               

YOUR VOTE IS IMPORTANT.  PLEASE SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING.  RETURNING YOUR PROXY CARD WILL ENSURE THAT YOUR VOTE IS COUNTED IF
YOU LATER DECIDE NOT TO ATTEND THE ANNUAL MEETING.                              

                                              By order of the Board of Directors

                          Nigel P. Ekern

                     Secretary
May __, 2005                                                                    

DEF 14A 5th Page of 67 TOC 1st Previous Next ↓Bottom Just 5th
CLARUS CORPORATION
 One Landmark Square
 Stamford, Connecticut 06901

--------------------

 PROXY STATEMENT

--------------------

ANNUAL MEETING OF STOCKHOLDERS

 TO BE HELD ON

 JUNE 21, 2005

INTRODUCTION

PROXY SOLICITATION AND GENERAL INFORMATION

      This Proxy  Statement  and the  enclosed  form of proxy  card (the  "Proxy
Card") are being furnished to the holders of common stock,  par value $.0001 per
share,  of Clarus  Corporation,  a  Delaware  corporation  (which  is  sometimes
referred to in this Proxy  Statement as "Clarus," the "Company,"  "we," "our" or
"us"), in connection with the  solicitation of proxies by our Board of Directors
for use at the Annual Meeting of  Stockholders  to be held on Tuesday,  June 21,
2005, at 2:00 p.m.  Eastern  Daylight Time, at our principal  executive  offices
located at One Landmark Square, 22nd Floor, Stamford,  Connecticut 06901, and at
any  adjournments or postponements  thereof.  This Proxy Statement and the Proxy
Card are first being sent to stockholders on or about May 16, 2005.             

At the meeting, stockholders will be asked:                         

            1. To elect four  members to serve on the Board of  Directors  until
      the next Annual  Meeting of  Stockholders  and until their  successors are
duly elected and qualified (Proposal 1);                            

            2. To  consider  and vote upon a proposal  to adopt a new  long-term
      stock incentive plan (the "2005 Stock  Incentive  Plan") pursuant to which
      3,000,000  shares of Clarus'  common stock will be initially  reserved for
      issuance and  available  under such plan,  subject to an automatic  annual
      increase equal to 4% of the total number of shares of Clarus' common stock
outstanding (Proposal 2); and                                       

            3. To transact such other business as may properly be brought before
the meeting including proposals to adjourn or postpone the meeting. 

      The Board of Directors  has fixed the close of business on May 10, 2005 as
the record date for the determination of stockholders  entitled to notice of and
to vote at the meeting.  Each such  stockholder will be entitled to one vote for
each share of common  stock held on all  matters to come  before the meeting and
may vote in person or by proxy authorized in writing.                           

1 

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      Stockholders are requested to complete, sign, date and promptly return the
enclosed Proxy Card in the enclosed envelope.  Proxy Cards which are not revoked
will be voted at the meeting in accordance with instructions  contained therein.
If the Proxy Card is signed and returned without  instructions,  the shares will
be voted FOR the  election  of each  nominee  for  director  named in this Proxy
Statement  (Proposal  1) and FOR the approval of the 2005 Stock  Incentive  Plan
(Proposal 2). A stockholder  who so desires may revoke his previously  submitted
Proxy Card at any time  before it is voted at the  meeting  by:  (i)  delivering
written notice to us at Clarus  Corporation,  One Landmark  Square,  22nd Floor,
Stamford,  Connecticut 06901 c/o Nigel P. Ekern, Secretary;  (ii) duly executing
and  delivering a Proxy Card bearing a later date;  or (iii) casting a ballot at
the meeting.  Attendance  at the meeting will not in and of itself  constitute a
revocation of a Proxy Card.                                                     

      The Board of  Directors  knows of no other  matters that are to be brought
before the  meeting  other than as set forth in the  Notice of  Meeting.  If any
other  matters  properly  come  before the  meeting,  the  persons  named in the
enclosed form of Proxy Card or their  substitutes  will vote in accordance  with
their best judgment on such matters.                                            

RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE; QUORUM                    

      Only stockholders as of the close of business on May 10, 2005 (the "Record
Date")  are  entitled  to notice of and to vote at the  meeting.  As of the date
hereof,  there  were  16,792,100  shares of our  common  stock  outstanding  and
entitled  to vote,  with  each  share  entitled  to one  vote.  See  "Beneficial
Ownership  Of  Company  Common  Stock  By  Directors,   Officers  And  Principal
Shareholders" for information  regarding the beneficial  ownership of our common
stock by our directors,  executive  officers and stockholders known to us to own
or control 5% or more of our common  stock.  The  presence  at the  meeting,  in
person or by duly authorized proxy of the holders of a majority of the shares of
common stock entitled to vote constitute a quorum for this meeting.             

REQUIRED VOTES                                                                  

      The  affirmative  vote of a  plurality  of the votes  cast in person or by
proxy is necessary for the election of directors  (Proposal 1). The  affirmative
vote of a majority of the votes cast in person or by proxy is necessary  for the
approval of the 2005 Stock Incentive Plan (Proposal 2).                         

      An  inspector  of elections  appointed  by us will  tabulate  votes at the
meeting. Since the affirmative vote of a plurality of votes cast is required for
the election of directors  (Proposal 1), abstentions and "broker non-votes" will
have no effect on the outcome of such election.  Since the affirmative vote of a
majority  of the votes  cast is  necessary  for the  approval  of the 2005 Stock
Incentive  Plan  (Proposal  2), an  abstention  will  have the same  effect as a
negative vote, but "broker  non-votes" will have no effect on the outcome of the
voting for Proposal 2.                                                          

2 

DEF 14A 7th Page of 67 TOC 1st Previous Next ↓Bottom Just 7th
      Brokers  holding  shares for  beneficial  owners  must vote  those  shares
according to the specific  instructions they receive from beneficial  owners. If
specific instructions are not received, brokers may be precluded from exercising
their discretion, depending on the type of proposal involved. Shares as to which
brokers have not exercised discretionary authority or received instructions from
beneficial  owners are considered  "broker  non-votes,"  and will be counted for
purposes of determining whether there is a quorum.                              

PROXY SOLICITATION; EXPENSES                                                    

      Clarus will bear the costs of the solicitation of proxies for the meeting.
Our directors,  officers and employees may solicit proxies from  stockholders by
mail,  telephone,  telegram,  e-mail,  personal  interview  or  otherwise.  Such
directors,  officers and employees will not receive additional  compensation but
may  be  reimbursed  for   out-of-pocket   expenses  in  connection   with  such
solicitation.  Brokers,  nominees,  fiduciaries  and other  custodians have been
requested to forward soliciting  material to the beneficial owners of our common
stock held of record by them and such  custodians  will be reimbursed  for their
reasonable expenses.                                                            

IT IS  DESIRABLE  THAT AS LARGE A  PROPORTION  AS POSSIBLE OF THE  STOCKHOLDERS'
INTERESTS BE  REPRESENTED  AT THE MEETING.  THEREFORE,  EVEN IF YOU INTEND TO BE
PRESENT AT THE MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD TO ENSURE
THAT YOUR STOCK WILL BE  REPRESENTED.  IF YOU ARE  PRESENT  AT THE  MEETING  AND
DESIRE TO DO SO, YOU MAY  WITHDRAW  YOUR PROXY CARD AND VOTE IN PERSON BY GIVING
WRITTEN  NOTICE TO THE  SECRETARY  OF CLARUS  CORPORATION.  PLEASE  RETURN  YOUR
EXECUTED PROXY CARD PROMPTLY.                                                   

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DEF 14A 8th Page of 67 TOC 1st Previous Next ↓Bottom Just 8th
 BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK BY
DIRECTORS, OFFICERS AND PRINCIPAL SHAREHOLDERS

      The following  table sets forth as of the date hereof certain  information
regarding the beneficial  ownership of the common stock  outstanding by (i) each
person known to us to own or control 5% or more of our common  stock,  (ii) each
of our directors and nominees,  (iii) each of our executive  officers,  and (iv)
our executive  officers and directors as a group.  Unless  otherwise  indicated,
each of the stockholders shown in the table below has sole voting and investment
power with respect to the shares beneficially owned. Unless otherwise indicated,
the address of each person  named in the table below is c/o Clarus  Corporation,
One Landmark Square, 22nd Floor, Stamford, Connecticut 06901.                   

                                                        [Enlarge/Download Table]

                                                                                  COMMON STOCK         PERCENTAGE OF
                                                 NAME                           BENEFICIALLY OWNED     COMMON STOCK 
                                                 ----                           ------------------     ------------ 
                                                                                                          (1)(2)    
                                                                                                                    
Warren B. Kanders ..............................................................    2,580,700(3)              15.4  

Dimensional Fund Advisors Inc.                                                                                      
1299 Ocean Avenue, 11th Floor                                                                                       
Santa Monica, CA 90401..........................................................    1,101,150(4)               6.6  

Ashford Capital Management, Inc.                                                                                    
P.O. Box 4172                                                                                                       
Wilmington, DE 19807............................................................    1,884,000(5)              11.2  

White Rock Capital Management, L.P.                                                                                 
3131 Turtle Creek Boulevard, Suite 800                                                                              
Dallas, Texas 75219.............................................................      931,500(6)               5.5  

Nicholas Sokolow ...............................................................      212,600(7)(8)            1.3  

Donald L. House.................................................................      151,249(9)                 *  

Burtt R. Ehrlich ...............................................................      137,250(10)(11)            *  

Nigel P. Ekern..................................................................       86,667(12)                *  

Directors and current executive officers                                                                            
as a group (5 persons) .........................................................    3,168,465(13)             18.9  

-------------------                                                             

*     Less than one percent.                                                    

(1)   The applicable  percentage of beneficial  ownership is based on 16,792,170
shares of common stock outstanding as of the date hereof.           

(2)   Shares of common  stock that may be acquired by exercise of stock  options
      or upon the vesting of  restricted  stock awards  within 60 days after the
      date hereof,  are deemed  outstanding for purposes of computing the common
      stock  beneficially  owned and the  percentage  beneficially  owned by the
      persons  holding  these  options or  restricted  stock  awards but are not
      deemed  outstanding for purposes of computing the percentage  beneficially
owned by any other person.                                          

4 

DEF 14A 9th Page of 67 TOC 1st Previous Next ↓Bottom Just 9th
(3)   Includes Mr. Kanders'  options to purchase  421,250 shares of common stock
      that are presently  exercisable  or  exercisable  within the next 60 days.
      Includes  500,000 unvested shares of restricted  common stock,  which have
      voting,  dividend  and other  distribution  rights.  Excludes  options  to
      purchase  600,000 shares of common stock that are presently  unexercisable
and unexercisable within the next 60 days.                          

(4)   Based on a Schedule  13G/A  filed by  Dimensional  Fund  Advisors  Inc. on
February 9, 2005.                                                   

(5)   Based on a Schedule  13G/A filed by Ashford  Capital  Management,  Inc. on
February 28, 2005.                                                  

(6)   Based on a Schedule 13G/A filed by White Rock Capital Management,  L.P. on
February 14, 2005.                                                  

(7)   Includes Mr.  Sokolow's  options to purchase 61,250 shares of common stock
      that are presently  exercisable  or  exercisable  within the next 60 days.
      Excludes  options  to  purchase  20,000  shares of common  stock  that are
presently unexercisable and unexercisable within the next 60 days.  

(8)   Includes 151,350 shares of common stock held by ST Investors Fund, LLC, of
which Mr. Sokolow is the Managing Member.                           

(9)   Includes Mr.  House's  options to purchase  75,000  shares of common stock
      that are presently  exercisable  or  exercisable  within the next 60 days.
      Excludes  options  to  purchase  20,000  shares of common  stock  that are
presently unexercisable and unexercisable within the next 60 days.  

(10)  Includes Mr.  Ehrlich's  options to purchase 61,250 shares of common stock
      that are presently  exercisable  or  exercisable  within the next 60 days.
      Excludes  options  to  purchase  20,000  shares of common  stock  that are
presently unexercisable and unexercisable within the next 60 days.  

(11)  Includes  13,000 shares of common stock held by a trust for the benefit of
Mr. Ehrlich's children.                                             

(12)  Includes Mr.  Ekern's  options to purchase  86,667  shares of common stock
      that are presently  exercisable  or  exercisable  within the next 60 days.
      Excludes 8,786 unvested shares of restricted  common stock,  which have no
      voting,  dividend  and other  distribution  rights.  Excludes  options  to
      purchase  133,333 shares of common stock that are presently  unexercisable
and unexercisable within the next 60 days.                          

(13)  Includes  options  to  purchase  705,416  shares of common  stock that are
      presently  exercisable  or  exercisable  within  the  next 60  days.  Also
      includes  500,000 unvested shares of restricted  common stock,  which have
      voting,  dividend  and other  distribution  rights.  Excludes  options  to
      purchase  793,333 shares of common stock that are presently  unexercisable
      and  unexercisable  within the next 60 days.  Also excludes 8,786 unvested
      shares of  restricted  common  stock,  which have no voting,  dividend and
other distribution rights.                                          

      We are unaware of any material  proceedings to which any of our directors,
executive officers or affiliates or any security holder,  including any owner of
record or beneficially of more than 5% of any class of our voting securities, is
a party adverse to us or has a material interest adverse to us.                 

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DEF 14A 10th Page of 67 TOC 1st Previous Next ↓Bottom Just 10th
STOCK OPTION PLANS

The following table sets forth certain information regarding our equity plans at
December 31, 2004.                                                              

                                                        [Enlarge/Download Table]

                                      (A)                                                               
                                   Number of             (B)                                            
                                securities to be      Weighted-                (C)                      
                                   issued upon    average exercise    Number of securities remaining    
                                   exercise of         price of      available for future issuance under
                                   outstanding        outstanding       equity compensation plans       
                               options, warrants  options, warrants  (excluding securities reflected in)
Plan Category                      and rights         and rights             column(A))                 
-------------                      ----------         ----------             ---------                  
                                                                                                        
Equity compensation plans                                                                               
approved by security holders                                                                            
(1)(2)                             738,750           $6.78               2,850,219                      

Equity compensation plans not                                                                           
approved by security holders                                                                            
(3)(4)(5)                        1,100,000           $7.83                      --                      
                                 ---------           -----               ---------                      
Total                            1,838,750           $7.41               2,850,219                      
                                 =========           =====               =========                      

(1) Consists of stock  options and  restricted  stock awards issued and issuable
under the Amended and Restated Stock Incentive Plan of Clarus  Corporation  (the
"2000 Plan").  Also consists of stock options issued and issuable by the Company
under the Stock  Incentive Plan of Software  Architects  International,  Limited
(the  "SAI  Plan")  assumed  by the  Company,  pursuant  to the  Stock  Purchase
Agreement,  dated May 31, 2000, by and among Clarus, SAI (Ireland) Limited,  SAI
Recruitment Limited,  i2Mobile.com  Limited, SAI America Limited  (collectively,
the "SAI/Redeo  Companies")  and the  shareholders  of the SAI/Redeo  Companies.
Under the SAI Plan, the Company may grant stock options to eligible participants
who must be employees of the Company or its subsidiaries or consultants, but not
directors or officers of the Company.                                           

(2) Includes  920,134 shares of our common stock remaining  available for future
issuance  under the Clarus  Corporation  Employee  Stock  Purchase  Plan and the
Global  Employee  Stock  Purchase Plan  (collectively,  the "Plans").  Under the
Plans,  employees have an opportunity to purchase shares of the Company's common
stock at a  discount.  Generally,  eligible  employees,  as  defined in the plan
documents,  may elect to have up to 15 percent of their annual  salary,  up to a
maximum of $12,500 per  six-month  purchase  period,  withheld  to purchase  the
Company's common stock at a price equal to the lower of 85 percent of the market
price of our common stock at either the  beginning  or the end of the  six-month
offering period.                                                                

(3) Includes  options  granted to the Company's  Executive  Chairman,  Warren B.
Kanders to purchase 400,000 shares of common stock,  having an exercise price of
$7.50 per share and vesting over five years,  with  one-fifth of such options to
vest on December 23rd of each of 2003, 2004, 2005, 2006 and 2007.               

(4) Includes  options  granted to the Company's  Executive  Chairman,  Warren B.
Kanders to purchase 400,000 shares of common stock,  having an exercise price of
$10.00 per share and vesting over five years,  with one-fifth of such options to
vest on December 23rd of each of 2003, 2004, 2005, 2006 and 2007.               

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(5)  Includes  300,000  shares of  restricted  stock  granted  to the  Company's
Executive Chairman, Warren B. Kanders, having voting, dividend, distribution and
other rights,  which shall vest and become  nonforfeitable  if Mr. Kanders is an
employee  and/or a director of the Company or a  subsidiary  or affiliate of the
Company on the earlier of (i) the date the closing price of the Company's common
stock  equals or exceeds  $15.00 per share for each of the trading days during a
ninety  consecutive day period, or (ii) April 11, 2013,  subject to acceleration
in certain circumstances.                                                       

PROPOSAL 1
 ELECTION OF DIRECTORS

NUMBER                                                                          

      Our Board of Directors  currently consists of four directors.  Our Amended
and Restated Bylaws provide that our Board of Directors will consist of not less
than two, nor more than seven members,  the precise number to be determined from
time to time by the Board of Directors.  The number of directors has been set at
seven by the Board of  Directors.  We  currently  have three vacant seats on our
Board.  We do not  intend  to fill the three  vacant  seats on our Board at this
time.                                                                           

      Our directors are elected  annually at the Annual Meeting of Stockholders.
Their  respective  terms of office  continue  until the next  Annual  Meeting of
Stockholders  and until their  successors  have been  elected and  qualified  in
accordance  with  our  Amended  and  Restated   Bylaws.   There  are  no  family
relationships among any of our directors or executive officers.                 

VOTING                                                                          

      Unless otherwise specified, each Proxy Card received will be voted for the
election of the four  nominees for director  named below to serve until the next
Annual Meeting of Stockholders  and until their  successors shall have been duly
elected and qualified.  Each of the nominees has consented to be named a nominee
in this  Proxy  Statement  and to serve as a  director  if  elected.  Should any
nominee  become  unable or unwilling to accept a nomination  for  election,  the
persons named in the enclosed Proxy Card will vote for the election of a nominee
designated  by the Board of  Directors  or will vote for such  lesser  number of
directors as may be prescribed by the Board of Directors in accordance  with our
Amended and Restated Bylaws.                                                    

BIOGRAPHICAL INFORMATION FOR NOMINEES FOR DIRECTOR                              

      The age and principal  occupation for the past five years of each director
nominee is set forth below.                                                     

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WARREN B. KANDERS, 47, has served as one of our directors since June 2002 and as
Executive  Chairman of our Board of Directors  since  December 2002. Mr. Kanders
has served as the Founder  and  Chairman  of the Board of Armor  Holdings,  Inc.
since  January 1996 and as its Chief  Executive  Officer  since April 2003.  Mr.
Kanders has served as the  Executive  Chairman of the Board of Net  Perceptions,
Inc.  since April 2004 and as the  Chairman of the Board of Directors of Langer,
Inc. since  November 2004.  From October 1992 to May 1996, Mr. Kanders served as
Founder  and Vice  Chairman  of the Board of  Benson  Eyecare  Corporation.  Mr.
Kanders  also  serves as  President  of  Kanders &  Company,  Inc.  ("Kanders  &
Company"),  a private  investment  firm owned and controlled by Mr. Kanders that
makes  investments  in and  renders  consulting  services  to public and private
entities.  Mr. Kanders received a B.A. degree in Economics from Brown University
in 1979.                                                                        

      BURTT R. EHRLICH,  65, has served as one of our directors since June 2002.
Mr. Ehrlich has served as a director of Armor Holdings,  Inc. since January 1996
and as a member of the Board of Directors of Langer,  Inc.  since February 2001.
Mr.  Ehrlich  served as Chairman and Chief  Operating  Officer of Ehrlich  Bober
Financial Corp. (the  predecessor of Benson Eyecare  Corporation)  from December
1986 until October 1992,  and as a director of Benson Eyecare  Corporation  from
October 1992 until November 1995.                                               

      DONALD L.  HOUSE,  63, has served as one of our  directors  since  January
1993.  Mr. House served as Chairman of our Board of Directors  from January 1994
until  December 1997 and as our President from January 1993 until December 1993.
Mr. House also serves on the board of directors of Carreker Corporation which is
listed on the Nasdaq National  Market System,  where he is chairman of its audit
committee.  Mr.  House is a  private  investor  and he  serves  on the  board of
directors of several privately-held technology companies.                       

      NICHOLAS SOKOLOW,  55, has served as one of our directors since June 2002.
Mr. Sokolow has served as a member of the Board of Directors of Armor  Holdings,
Inc. since January 1996. Mr. Sokolow has also served as a member of the Board of
Directors of Net  Perceptions,  Inc.  since April 2004.  Mr.  Sokolow has been a
partner in the law firm of Sokolow,  Carreras & Associates since 1994. From June
1973 until  October  1994,  Mr.  Sokolow was an associate and partner in the law
firm of Coudert Brothers.                                                       

      The  affirmative  vote of a  plurality  of the votes  cast in person or by
proxy at the Annual  Meeting of  Stockholders  is necessary  for the election of
directors  (assuming a quorum of a majority of the outstanding  shares of common
stock is present).                                                              

      THE BOARD  RECOMMENDS THAT  STOCKHOLDERS  VOTE FOR EACH OF THE ABOVE-NAMED
DIRECTOR NOMINEES.                                                              

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE                                                            

      Our Board of  Directors  is  committed  to sound and  effective  corporate
governance  practices.  The  Company's  management  and our  Board of  Directors
reviewed our corporate  governance  practices in light of the Sarbanes-Oxley Act
of 2002 and the revised listing requirements of the NASDAQ National Stock Market
(the "NASDAQ").  Based on that review, the Board of Directors maintains codes of
ethics  and  conduct,  corporate  governance  guidelines,   committee  charters,
complaint  procedures for accounting and auditing matters and an Audit Committee
pre-approval policy.                                                            

      Although  our  common  stock is no longer  listed on the NASDAQ and is now
quoted on the OTC Pink  Sheets  Electronic  Quotation  Service  under the symbol
"CLRS.PK",  we  intend  to  continue  to comply  with the  corporate  governance
practices mandated by the NASDAQ.                                               

CORPORATE GOVERNANCE GUIDELINES AND DOCUMENTS                                   

      The Code of Ethics for Senior Executive and Financial  Officers,  the Code
of  Business  Conduct  and  Ethics  for  Directors,   Complaint  Procedures  for
Accounting and Auditing Matters, the Corporate Governance Guidelines,  the Audit
Committee  Pre-Approval Policy, and the Charters of our Audit,  Compensation and
Nominating/Corporate  Governance  Committees  were  adopted  by  Clarus  for the
purpose of promoting honest and ethical conduct, promoting full, fair, accurate,
timely and understandable disclosure in periodic reports required to be filed by
Clarus, and promoting  compliance with all applicable rules and regulations that
apply to Clarus and its officers and directors. Our Codes of Ethics and Conduct,
the Complaint  Procedures  for Accounting  and Auditing  Matters,  the Corporate
Governance  Guidelines,   and  the  Charters  of  our  Audit,  Compensation  and
Nominating/Corporate  Governance Committees are available at www.claruscorp.com,
our Internet website, at the tab "Corporate  Governance".  In addition,  you may
request a copy of any such materials,  without  charge,  by submitting a written
request to: Clarus  Corporation,  c/o the Secretary,  One Landmark Square,  22nd
Floor, Stamford, Connecticut 06901.                                             

BOARD OF DIRECTORS                                                              

      Our Board of  Directors  is  currently  comprised  of the  following  four
members:  Warren B. Kanders,  Burtt R. Ehrlich,  Nicholas Sokolow, and Donald L.
House.  During  fiscal 2004,  the Board of Directors  held four meetings and had
standing Audit,  Compensation and  Nominating/Corporate  Governance  Committees.
During fiscal 2004, all of the directors then in office attended at least 75% of
the total number of meetings of the Board of Directors and the Committees of the
Board of  Directors  on which they  served.  All of the  members of our Board of
Directors,  who was also a director at the time,  attended  last  year's  Annual
Meeting of Stockholders meeting which was held on June 24, 2004.                

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DIRECTOR INDEPENDENCE                                                           

      In accordance with the listing  requirements  of the NASDAQ,  the Board of
Directors has evaluated each of its directors' independence from Clarus based on
the definition of "independence" established by the NASDAQ. Based on the Board's
review and the NASDAQ  definition of  "independence",  the Board has  determined
that the Board is currently  comprised of a majority of  independent  directors,
consisting  of each of the following  directors:  Messrs.  Ehrlich,  Sokolow and
House.  The Board has also  determined  that  each of the  members  of our Audit
Committee is "independent"  for purposes of Section  10A(m)(3) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").                          

STOCKHOLDER COMMUNICATIONS                                                      

      Stockholders may send  communications to the Board by writing to the Board
of Directors or any committee thereof at Clarus Corporation,  c/o the Secretary,
One Landmark Square, 22nd Floor, Stamford, Connecticut 06901. The Secretary will
distribute all  stockholder  communications  to the intended  recipients  and/or
distribute to the entire Board, as appropriate.                                 

      In addition,  stockholders may also contact any non-management director as
a group or any individual director by writing to the non-management directors or
the individual  director,  as applicable,  at Clarus  Corporation,  One Landmark
Square, 22nd Floor, Stamford, Connecticut 06901.                                

COMPLAINTS, ACCOUNTING, INTERNAL ACCOUNTING OR AUDITING OR RELATED MATTERS      

      Complaints and concerns about accounting,  internal accounting controls or
auditing  or related  matters  pertaining  to the Company  may be  submitted  by
writing to the Chairman of the Audit Committee as follows:  Clarus  Corporation,
c/o Chairman of the Audit Committee,  One Landmark Square, 22nd Floor, Stamford,
Connecticut  06901.  Complaints may be submitted on a confidential and anonymous
basis by sending them in a sealed envelope marked "Confidential."               

AUDIT COMMITTEE                                                                 

      The  functions  of the Audit  Committee  are to  recommend to the Board of
Directors the appointment of independent  auditors,  pre-approve all services to
be performed by the  Company's  independent  auditors and to analyze the reports
and  recommendations of such auditors.  The committee also monitors the adequacy
and  effectiveness  of our financial  controls and reporting  procedures and the
performance  of our internal  audit staff and  independent  auditors.  Our Audit
Committee is currently comprised of Messrs. House, Ehrlich and Sokolow, with Mr.
House serving as the Chairman.  All of the members of our Audit  Committee  were
determined  by the  Board to be  independent  of  Clarus  based on the  NASDAQ's
definition of "independence".  Our Board of Directors currently does not have an
audit   committee   financial   expert  (as  such  term  is  defined  under  the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder)
serving on its Audit  Committee.  However,  the Board of  Directors  is actively
looking for and considering  candidates to appoint to the Board of Directors and
the Audit  Committee who will serve on the Audit Committee as an audit committee

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financial  expert.  The Audit  Committee met four times during fiscal 2004.  The
Board of Directors has adopted a written Charter for the Audit Committee, a copy
of  which  was  attached  to our  Proxy  Statement  for the  Annual  Meeting  of
Stockholders held on June 24, 2004 and is available at  www.claruscorp.com,  our
Internet website, at the tab "Corporate Governance".                            

COMPENSATION COMMITTEE                                                          

      The purpose of the Compensation  Committee is to recommend to the Board of
Directors the compensation and benefits of our executive  officers and other key
managerial  personnel.  Our  Compensation  Committee is  currently  comprised of
Messrs.  Ehrlich and Sokolow, with Mr. Ehrlich serving as the Chairman,  both of
whom were determined by the Board to be independent of Clarus.  The Compensation
Committee met once during 2004.                                                 

NOMINATING/CORPORATE GOVERNANCE COMMITTEE                                       

      The  purpose  of  the  Nominating/Corporate  Governance  Committee  is  to
identify,  evaluate  and  nominate  candidates  for  election  to the  Board  of
Directors as well as review Clarus'  corporate  governance  guidelines and other
related  documents for compliance with  applicable laws and regulations  such as
the  Sarbanes-Oxley  Act of 2002  and the  NASDAQ's  listing  requirements.  The
Nominating/Corporate  Governance Committee will consider nominees recommended by
stockholders.  The  names  of  such  nominees  should  be  forwarded  to  Clarus
Corporation,  c/o the Secretary at One Landmark  Square,  22nd Floor,  Stamford,
Connecticut  06901, who will submit them to the committee for its consideration.
See  "Requirements  For  Submission  Of  Stockholder  Proposals,  Nomination  Of
Directors  And Other  Business  Of  Stockholders"  for  information  on  certain
procedures  that a stockholder  must follow to nominate  persons for election as
directors. Our Nominating/Corporate  Governance Committee is currently comprised
of Messrs. Ehrlich, House and Sokolow, with Mr. Sokolow serving as the Chairman,
all of whom  were  determined  by the Board to be  independent  of  Clarus.  The
functions of the  Nominating/Corporate  Governance  Committee were considered at
and acted upon by the entire  Board of  Directors  during its meetings in fiscal
2004.  A copy of the  Nominating/Corporate  Governance  Committee's  Charter  is
available on our Internet website at the tab "Corporate Governance".            

      Candidates for the Board of Directors should possess fundamental qualities
of  intelligence,  honesty,  good judgment and high ethics;  have no conflict of
interest or legal impediment which would interfere with the duty of loyalty owed
to Clarus and its  stockholders;  and have the ability and  willingness to spend
the  time  required  to  function  effectively  as a  director  of  Clarus.  The
Nominating/Corporate  Governance  Committee may engage  third-party search firms
from  time to time to assist  it in  identifying  and  evaluating  nominees  for
director.  The  Nominating/Corporate  Governance  Committee  evaluates  nominees
recommended by  stockholders,  by other  individuals and by the search firms and
reviews biographical information furnished by or about the potential nominees to
determine whether they have the experience and qualities discussed above.       

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COMPENSATION OF DIRECTORS                                                       

      Our directors  other than Mr. Kanders who is  compensated  pursuant to his
employment  agreement  (which is  described  in greater  detail  below under the
heading  "Employment  Agreements"),  are entitled to receive a payment of $2,000
for each regular and special  meeting of the Board of Directors  attended either
in person or telephonically,  provided,  however, no member shall be compensated
for any  telephonic  meeting  lasting  less than one hour nor for any  committee
meetings of the Board of Directors.                                             

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS                                        

      No director,  executive officer,  or person nominated to become a director
or  executive  officer  has,  within the last five years:  (i) had a  bankruptcy
petition  filed by or against,  or a receiver,  fiscal agent or similar  officer
appointed  by a court for, any business of such person or entity with respect to
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time; (ii) been convicted in
a criminal  proceeding or is currently subject to a pending criminal  proceeding
(excluding  traffic violations or similar  misdemeanors);  (iii) been subject to
any order, judgment or decree, not subsequently reversed,  suspended or vacated,
of any court of competent  jurisdiction,  permanently or temporarily  enjoining,
barring,  suspending  or  otherwise  limiting  his  involvement  in any  type of
business,  securities or banking  activities  or practice;  (iv) been found by a
court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended or vacated.                                                 

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 

      The Board of Directors  has  appointed an Audit  Committee  consisting  of
three directors.  Each of the members of the Audit Committee is independent from
Clarus and is financially  literate as that  qualification is interpreted by the
Board of Directors.  The Board of Directors  has adopted a written  charter with
respect to the Audit Committee's roles and responsibilities.                    

      Management is responsible for Clarus' internal  controls and the financial
reporting  process.  The  external  auditor is  responsible  for  performing  an
independent  audit of Clarus'  consolidated  financial  statements in accordance
with generally  accepted auditing  standards and to issue a report thereon.  The
Audit Committee's responsibility is to monitor and oversee these processes.     

      1.    The Audit Committee has reviewed and discussed the audited financial
            statements  with  management  and with  KPMG  LLP,  our  independent
auditors.                                               

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      2.    The Audit Committee has discussed with KPMG LLP the matters required
            to be discussed by SAS 61  (Codification  of  Statements on Auditing
Standards).                                             

      3.    The Audit Committee has received the written  disclosures  from KPMG
            LLP  required  by  Independence   Standards  Board  Standard  No.  1
            (Independence Discussions with Audit Committees),  and has discussed
with KPMG LLP its independence from Clarus.             

      4.    Based on the reviews and  discussions  referred to in paragraphs (1)
            through (3) above,  the Audit Committee  recommended to the Board of
            Directors that the audited  financial  statements be included in our
            Annual  Report on Form 10-K for the fiscal year ended  December  31,
    2004 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Board of Directors:                     

Donald House - Chairman                                 
Nicholas Sokolow                                        
Burtt Ehrlich                                           

PRINCIPAL ACCOUNTANT FEES AND SERVICES                                          

      Aggregate fees for professional  services  rendered for Clarus by KPMG LLP
for the fiscal years ended December 31, 2004 and 2003 were:                     

                                                     2004               2003
                                                     ----               ----

Audit Fees                                           $248,614           $232,552

Audit Related Fees                                     11,500             15,000

Tax Fees                                               61,553            143,245
                                                     --------           --------

Total                                                $321,667           $390,797
                                                     ========           ========

AUDIT FEES                                                                      

      The  Audit  Fees  for  the  years  ended   December  31,  2004  and  2003,
respectively,  were for  professional  services  rendered  for the  audit of our
consolidated  financial  statements for the fiscal years ended December 31, 2004
and  2003,  as  applicable  and for the  review  of our  consolidated  financial
statements  included in our  quarterly  reports on Form 10-Q for fiscal 2004 and
2003, as applicable. In addition, the Audit Fees also includes fees for services
rendered to us by KPMG LLP for statutory and subsidiary audits, consents, income
tax provision  procedures and assistance with review of documents filed with the
Securities and Exchange Commission.                                             

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AUDIT RELATED FEES                                                              

      The Audit Related Fees as of the fiscal years ended  December 31, 2004 and
2003, respectively, were for assurance and related services related to documents
filed with the Securities and Exchange Commission, employee benefit plan audits,
internal  control  reviews,  attest services that are not required by statute or
regulation,  and  consultations  concerning  financial  accounting and reporting
standards.                                                                      

TAX FEES                                                                        

      Tax  Fees as of the  fiscal  years  ended  December  31,  2004  and  2003,
respectively,  were  for  services  related  to tax  compliance,  including  the
preparation of tax returns and extensions,  and claims for refund,  tax planning
and advice,  including  assistance with tax services for employee benefit plans,
expatriate, net operating loss and sales tax matters and requests for rulings or
technical advice from tax authorities.                                          

AUDITOR INDEPENDENCE                                                            

      The Audit Committee has considered the non-audit services provided by KPMG
LLP and  determined  that the  provision of such  services had no effect on KPMG
LLP's independence from Clarus.                                                 

AUDIT COMMITTEE PRE-APPROVAL POLICY AND PROCEDURES                              

      The Audit  Committee must review and  pre-approve  all audit and non-audit
services  provided  by KPMG LLP,  our  independent  auditors,  and has adopted a
Pre-approval Policy. In conducting reviews of audit and non-audit services,  the
Audit  Committee  will  determine  whether the provision of such services  would
impair the auditor's  independence.  The term of any  pre-approval  is 12 months
from the date of pre-approval,  unless the Audit Committee specifically provides
for a different period. Any proposed services exceeding  pre-approved fee ranges
or limits must be specifically pre-approved by the Audit Committee.             

      Requests or applications to provide services that require  pre-approval by
the Audit  Committee  must be  accompanied  by a  statement  of the  independent
auditors as to whether,  in the auditor's  view,  the request or  application is
consistent  with  the   Commission's   rules  on  auditor   independence.   Each
pre-approval  request  or  application  must  also be  accompanied  by  detailed
documentation regarding the specific services to be provided.                   

      Since the adoption of the  Pre-approval  Policy by the Audit  Committee on
March 11, 2004, the Audit Committee has not waived the pre-approval  requirement
for any services rendered by KPMG LLP to Clarus.                                

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APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANT                                    

      The firm of KPMG LLP, certified public accountants, has been the Company's
independent public accountant since fiscal year 2001. Our Board of Directors has
not yet selected an independent accountant to audit our financial statements for
fiscal year 2005, and intends to delay such selection  pending continued efforts
by our management to redeploy our assets  through an  acquisition  of, or merger
with,   an  operating   business   that  will  serve  as  a  platform   company.
Notwithstanding  these  efforts,  we  cannot  give  any  assurance  that we will
identify and consummate an appropriate acquisition opportunity in the near term,
or at all.                                                                      

      Accordingly,  we are not asking  stockholders to ratify the appointment of
an  independent  accountant  to audit our financial  statements  for fiscal year
2005.  Ratification of the independent accountant is not required by our Amended
and Restated Bylaws, our Charter of the Audit Committee or applicable law.      

      Representatives  of KPMG LLP are  expected  to be  present  at the  Annual
Meeting. They will have the opportunity to make a statement,  if they so desire,
and to respond to appropriate questions from stockholders.                      

EXECUTIVE OFFICERS

      The following  table sets forth the name,  age and position of each of our
executive  officers as of the date hereof.  Our executive officers are appointed
by and serve at the discretion of the Board of Directors of Clarus.             

NAME                    AGE     POSITION                                        

Warren B. Kanders        47     Executive Chairman of the Board of Directors    

Nigel P. Ekern           40     Chief Administrative Officer and Secretary      

      See "Biographical  Information for Directors" for biographical information
with respect to Warren B. Kanders.                                              

      NIGEL P. EKERN has been Chief Administrative  Officer and Secretary of the
Company since December  2002.  Mr. Ekern has served as the Chief  Administrative
Officer and Secretary of Net  Perceptions,  Inc. since April 2004.  From January
2000 until  joining the  Company,  Mr.  Ekern  served as a Partner at Dubilier &
Company,  a New York-based private investment firm. From June 1998 until January
2000,  Mr.  Ekern served as an  investment  advisor at  Caravelle  Advisors,  an
investment management affiliate of CIBC World Markets. From September 1996 until
June 1998, Mr. Ekern served as an investment  banker at CIBC World Markets.  Mr.
Ekern graduated with an A.B. from Dartmouth  College in 1987 and an M.B.A. and a
J.D. from New York University in 1993.                                          

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE                                          

      The following summary compensation table sets forth information concerning
the compensation earned by our two executive officers, our Executive Chairman of
the Board of Directors and our Chief Administrative  Officer during fiscal 2004,
2003 and 2002 (collectively, the "Named Executive Officers").                   

                                                        [Enlarge/Download Table]

                                                 ANNUAL COMPENSATION (2)    LONG-TERM COMPENSATION      
                                                -----------------------   ---------------------------   
                                                                          RESTRICTED       SECURITIES   
                                       FISCAL                               STOCK          UNDERLYING   
NAME AND PRINCIPAL POSITION             YEAR   SALARY ($)     BONUS ($)   AWARD(S)($)      OPTIONS(#)   
---------------------------            ------  ----------     ---------   -----------      ----------   
                                                                                                        
Warren B. Kanders (1)                   2004    250,000             --           --                --   
   Executive Chairman of the Board of   2003    250,000             --    2,680,000                --   
   Directors                            2002     16,186             --           --         1,000,000   

Nigel P. Ekern (1)                      2004    175,000        150,000       50,000(3)             --   
   Chief Administrative Officer         2003    175,000        100,000       25,000(4)         20,000(5)
                                        2002     17,949             --           --           200,000   

(1)   Served in such position since December 2002.                              

(2)   In accordance  with the rules of the Securities  and Exchange  Commission,
      the  compensation  set  forth  in  the  table  does  not  include  medical
      insurance, group life insurance or other benefits,  securities or property
      that do not exceed the lesser of $50,000 or 10% of the person's salary and
bonus shown in the table                                            

(3)   Represents the value of 5,882 shares of restricted common stock granted on
      March 15, 2005 (2005  compensation which has been included as compensation
in fiscal 2004).                                                    

(4)   Represents the value of 2,904 shares of restricted common stock granted on
      March 10, 2004 (2004  compensation which has been included as compensation
in fiscal 2003).                                                    

(5)   Represents options to purchase shares of common stock granted on March 10,
      2004 (2004  compensation which has been included as compensation in fiscal
2003).                                                              

OPTIONS GRANTED IN FISCAL 2004                                      

      We granted the following  options to our Named  Executive  Officers during
fiscal 2004.                                                                    

                                                        [Enlarge/Download Table]

                                                                                          POTENTIAL REALIZABLE VALUE 
                                                                                           AT ASSUMED ANNUAL RATES   
                                                                                          OF STOCK PRICE APPRECIATION
                                         INDIVIDUAL GRANTS                                      FOR OPTION TERM      
                                         -----------------                                      ---------------      
                NUMBER OF SECURITIES  PERCENT OF TOTAL OPTIONS   EXERCISE                                            
                UNDERLYING OPTIONS     GRANTED TO EMPLOYEES       OR BASE     EXPIRATION                             
 NAME                GRANTED (#)          IN FISCAL YEAR        PRICE ($/SH)     DATE        5%($)   10%($)          
 ----                -----------          --------------        ------------     ----        -----   ------          
                                                                                                                     
Nigel P. Ekern        20,000(1)                67%                  8.61       3/10/14      169,912  293,851         

(1)   Options to purchase  6,667 shares vest on each of March 10, 2005 and March
      10,  2006,  and option to purchase  6,666  shares vest on March 10,  2007.

      AGGREGATE  OPTION  EXERCISES  IN FISCAL  2004 AND  FISCAL  YEAR END OPTION
VALUES                                                              

      The table below sets forth information  regarding unexercised options held
by our Named Executive  Officers as of December 31, 2004.  There were no options
exercised by our Named  Executive  Officers  during the year ended  December 31,
2004.                                                                           

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                                                        [Enlarge/Download Table]

                                               NUMBER OF SECURITIES            VALUE OF UNDERLYING       
                                              UNDERLYING UNEXERCISED          IN-THE-MONEY OPTIONS AT    
                                              OPTIONS AT 12/31/04 (#)              12/31/04 (2)          
                         SHARES               -----------------------         -----------------------    
                        ACQUIRED     VALUE                                                               
                       ON EXERCISE  REALIZED                        NON-                         NON-    
 NAME                      (#)       ($)(1)   EXERCISABLE       EXERCISABLE  EXERCISABLE      EXERCISABLE
 ----                  -----------  --------  -----------       -----------  -----------      -----------
                                                                                                         
Warren B. Kanders             --       --        421,250         600,000      $548,938        $528,000   
   Executive                                                                                             
   Chairman of the                                                                                       
   Board of Directors                                                                                    

Nigel P. Ekern                --       --         86,667         133,333      $279,067        $419,333   
   Chief                                                                                                 
   Administrative                                                                                        
   Officer                                                                                               

(1)   The value  realized on option  exercises is  calculated  based on the fair
      market  value per share of common  stock on the date of exercise  less the
applicable exercise price.                                          

(2)   The value of unexercised  "in-the-money" options held at December 31, 2004
      represents  the  total  gain  which  would  be  realized  if  all  of  the
      "in-the-money"  options held at December 31, 2004 were  exercised,  and is
      determined by multiplying the number of shares of common stock  underlying
      the options by the difference between $8.82, which was the average of high
      and low  bids  for  our  common  stock  as  reported  by OTC  Pink  Sheets
      Electronic  Quotation Service on December 31, 2004, and the applicable per
      share  option  exercise  price.  An option is  "in-the-money"  if the fair
      market value of the  underlying  shares  exceeds the exercise price of the
option.                                                             

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 REPORT ON EXECUTIVE COMPENSATION BY
THE COMPENSATION COMMITTEE

OVERVIEW                                                                        

      The Compensation  Committee of the Board of Directors assists the Board in
establishing   compensation   packages  for  Clarus'   executive   officers  and
non-employee   directors  and   administering   Clarus'   incentive  plans.  The
Compensation Committee has the authority to retain and terminate any independent
compensation  consultant and to obtain  independent  advice and assistance  from
internal and external legal,  accounting and other advisors.  From time to time,
the Compensation Committee reviews our compensation packages to ensure that they
remain competitive with the compensation  packages offered by similarly-situated
companies  and  continue  to  incentivize   management  and  align  management's
interests  with  those  of  our  stockholders.  The  Compensation  Committee  is
comprised  of  two  independent  directors.  Each  member  of  the  Compensation
Committee  meets the  independence  requirements  specified by the NASDAQ and by
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "IRC").    

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COMPENSATION POLICIES                                                           

      The  Compensation  Committee is responsible for setting and  administering
the policies  which govern  annual  executive  salaries,  raises and bonuses and
certain  awards of stock options and common stock,  and such  responsibility  is
generally limited to the actions taken by the Compensation  Committee,  although
the full Board may determine  annual executive  salaries,  raises and bonuses as
well as grants of stock options and common stock without  having first  received
recommendations from the Compensation  Committee.  The general philosophy of our
executive  compensation  program is to attract  and retain  talented  management
while  ensuring  that  our  executive  officers  are  compensated  in a way that
advances the interests of our stockholders.  In pursuing these  objectives,  the
Compensation  Committee believes that it is critical that a substantial  portion
of  each  executive  officer's  compensation  be  contingent  upon  our  overall
performance. The Compensation Committee is also guided by the principle that our
compensation packages must be competitive, must support our overall strategy and
objectives,  and must  provide  significant  rewards for  outstanding  financial
performance while establishing clear consequences for  underperformance.  Annual
bonuses and long-term awards for our executive officers should take into account
not only objective  financial goals, but also individual  performance goals that
reinforce our core values, which include leadership,  accountability, ethics and
corporate governance. It is the Compensation Committee's  responsibility to make
recommendations  to  the  Board  with  respect  to  non-Executive  Chairman  and
non-Chief  Administrative  Officer  compensation  and,  either alone or with the
other  independent  members of our Board, to determine and approve our Executive
Chairman's and Chief Administrative  Officer's  compensation.  In addition,  the
Compensation Committee periodically reviews our incentive compensation and other
stock-based  compensation  programs and recommends  changes in such plans to the
Board as needed.                                                                

      In determining the compensation  packages for our executive officers,  and
non-employee directors,  the Compensation Committee and the Board have evaluated
the history and  performance  of Clarus,  previous  compensation  practices  and
packages awarded to Clarus' executive officers and non-employee  directors,  and
what other companies might pay the executive officers and non-employee directors
for his or her services                                                         

COMPENSATION PROGRAM COMPONENTS                                                 

      Our  executive   compensation   program  emphasizes  company  performance,
individual  performance  and an  increase  in  stockholder  value  over  time in
determining executive pay levels. Our executive compensation program consists of
three key elements:  (i) annual base salaries;  (ii) a performance-based  annual
bonus;  and (iii)  periodic  grants of stock options and restricted  stock.  The
Compensation  Committee  believes that this three-part  approach best serves our
and our stockholders'  interests by motivating executive officers to improve our
financial  position,  holding executives  accountable for the performance of the
organizations  for which they are  responsible  and by attracting key executives
into our  service.  Under our  compensation  program,  annual  compensation  for

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executive  officers  are  composed of a  significant  portion of pay that is "at
risk" -- specifically, the annual bonus, stock options and restricted stock. The
Compensation  Committee believes that these "at risk" awards align the interests
of our executive officers with the interests of our stockholders since the grant
of these awards relate directly to stock price appreciation  realized by all our
stockholders.                                                                   

      Base Salary. In reviewing and approving the base salaries of our executive
officers,   the  Compensation   Committee   considers  the  scope  of  work  and
responsibilities,  past and current contributions and performance to Clarus, and
other individual-specific  factors; the recommendation of the Executive Chairman
and Chief Administrative Officer (except in the case of their own compensation);
what other  companies  might pay the executive for his or her services;  and the
executive's  experience.  Except  where an  existing  agreement  establishes  an
executive's  salary,  the  Compensation   Committee  reviews  executive  officer
salaries  annually  at the end of the  fiscal  year  and  establishes  the  base
salaries for the upcoming fiscal year.                                          

      Annual Cash Bonus. In reviewing and approving the annual performance-based
annual bonus for our executive officers, the Compensation Committee considers an
executive's   contribution  to  the  overall  performance  of  the  Company  and
attainment  of any  milestones  or  performance  targets which may be set by the
Board from time to time.                                                        

      Stock Options and Restricted Stock. Executive officers of Clarus and other
key employees who contribute to the growth, development and financial success of
Clarus are eligible to be awarded  stock  options to purchase our common  stock,
shares of restricted  common stock,  and bonuses of shares of common stock under
our 2000 Plan.  Awards under our 2000 Plan help relate a significant  portion of
an  employee's  long-term  remuneration  directly  to stock  price  appreciation
realized by all our stockholders and aligns an employee's interests with that of
our stockholders.  The Compensation  Committee believes  equity-based  incentive
compensation aligns executive and stockholder interests because (i) the use of a
multi-year vesting schedule for equity awards encourages executive retention and
emphasizes   long-term  growth,  and  (ii)  paying  a  significant   portion  of
management's  compensation  in our equity  provides  management  with a powerful
incentive to increase  stockholder  value over the long term.  The  Compensation
Committee  determines  appropriate  individual long-term incentive awards in the
exercise  of its  discretion  in  view  of the  above  criteria  and  applicable
policies.                                                                       

COMPENSATION OF EXECUTIVE CHAIRMAN OF THE BOARD OF DIRECTORS                    

      The  Compensation  Committee,  either alone or with the other  independent
members of our Board,  has the authority to determine  and approve Mr.  Kanders'
compensation.  The  Compensation  Committee  followed  the same  philosophy  and
guidance principles  described above in determining the compensation package for
Mr. Kanders, our Executive Chairman of the Board of Directors.                  

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      As  Executive  Chairman  of  the  Board  of  Directors,   Mr.  Kanders  is
compensated  pursuant to an employment  agreement entered into in December 2002.
During  2004,  Mr.  Kanders  received  an  aggregate  base salary of $250,000 in
accordance with his employment agreement.  In addition, Mr. Kanders is entitled,
at the discretion of our Board of Directors, to performance bonuses which may be
based upon a variety of factors and to participate in our stock  incentive plans
and  other  bonus  plans  adopted  by us based on his  performance  and  Clarus'
performance.  In 2004 Mr. Kanders was not awarded a cash bonus, stock options to
purchase our common  stock,  shares of  restricted  common  stock,  or shares of
common stock.                                                                   

      The  Compensation  Committee  considers Mr. Kanders' level of compensation
appropriate for his outstanding leadership of the Company during fiscal 2004.   

COMPENSATION OF CHIEF ADMINISTRATIVE OFFICER                                    

      The  Compensation  Committee,  either alone or with the other  independent
members of our Board,  has the  authority to determine  and approve Mr.  Ekern's
compensation.  The  Compensation  Committee  followed  the same  philosophy  and
guidance principles  described above in determining the compensation package for
Mr. Ekern, our Chief Administrative Officer.                                    

      As Chief  Administrative  Officer, Mr. Ekern is compensated pursuant to an
employment  agreement entered into in December 2002 but effective as of November
25, 2002.  During 2004,  Mr. Ekern received an aggregate base salary of $175,000
in accordance  with his  employment  agreement.  In addition,  the  Compensation
Committee  recommended  that the Board award him,  for 2004, a cash bonus in the
amount of $150,000,  and 2,904  restricted  shares of the Company's common stock
valued at $8.50 per share,  vesting on the second  anniversary of its grant. The
Compensation Committee believes that the grant of restricted shares to Mr. Ekern
aligns his  interests  with the  interests  of our  stockholders  since the full
benefit of the  awards  cannot be  realized  by Mr.  Ekern  unless  stock  price
appreciation occurs.                                                            

      In determining the compensation of our Chief  Administrative  Officer, the
Board of Directors has applied our  compensation  policies set forth above.  The
criteria  the  Compensation   Committee  considered  in  determining  Mr.  Ekern
compensation  included the annual  financial  performance  of the  Company,  Mr.
Ekern's  performance  of  his  duties  and  responsibilities,   his  efforts  in
identifying  suitable merger  partners and acquisition  candidates in connection
with  our  asset  redeployment  strategy,  his  efforts  in  connection  with  a
previously  announced  acquisition that terminated in September 2004 without the
consummation of the acquisition,  and Clarus'  reduction of its cash expenditure
rate, as well as the  performance  of our stock price since Mr. Ekern became our
Chief Administrative  Officer. The Compensation  Committee also considered other
individual  considerations such as leadership,  ethics and corporate governance,
and compensation awarded to executive officers at similarly-situated companies. 

      The  Compensation  Committee  considers Mr. Ekern's level of  compensation
appropriate in light of his efforts on behalf of the Company during fiscal 2004.

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SECTION 162(M) OF THE INTERNAL REVENUE CODE                                     

      Section  162(m) of the IRC  generally  disallows a tax deduction to public
corporations for compensation  other than  performance-based  compensation  over
$1,000,000 paid for any fiscal year to an individual who, on the last day of the
taxable year, was (i) the chief  executive  officer or (ii) among the four other
highest  compensated  executive  officers whose  compensation  is required to be
reported  in the  Summary  Compensation  Table  contained  herein.  Compensation
programs  generally will qualify as  performance-based  if (1)  compensation  is
based  on  pre-established  objective  performance  targets,  (2) the  programs'
material  features  have  been  approved  by  stockholders,  and (3) there is no
discretion  to  increase  payments  after  the  performance  targets  have  been
established for the performance  period.  The Compensation  Committee desires to
maximize  deductibility  of compensation  under Section 162(m) of the IRC to the
extent   practicable   while   maintaining  a   competitive,   performance-based
compensation program.  However, the Compensation Committee also believes that it
must  reserve the right to award  compensation  which it deems to be in our best
interest and our  stockholders but which may not be tax deductible under Section
162(m) of the IRC.                                                              

Submitted by the Compensation Committee of the Board of Directors:              

Burtt Ehrlich (as Chairman)                             
Nicholas Sokolow                                        

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION                     

      During 2004, none of the members of our Compensation  Committee (i) served
as an officer or employee of Clarus or its  subsidiaries,  (ii) was  formerly an
officer of Clarus or its  subsidiaries  or (iii)  entered into any  transactions
with Clarus or its subsidiaries. During 2004, none of our executive officers (i)
served as a member of the  compensation  committee  (or  other  board  committee
performing similar functions or, in the absence of any such committee, the board
of directors) of another entity,  one of whose executive  officers served on our
Compensation Committee,  (ii) served as director of another entity, one of whose
executive  officers  served on our  Compensation  Committee,  or (iii) served as
member of the  compensation  committee  (or  other  board  committee  performing
similar  functions  or,  in the  absence  of any such  committee,  the  board of
directors)  of  another  entity,  one of whose  executive  officers  served as a
director of Clarus.                                                             

PERFORMANCE GRAPH                                                               

      Set forth below is a line graph comparing the yearly  percentage change in
the cumulative  total  stockholder  return on our common stock to the cumulative
total return of the NASDAQ National Market  Composite and The Russell 2000 Index
for the period commencing on December 31, 2000 and ending December 31, 2004 (the
"Measuring  Period").  The graph assumes that the value of the investment in our
common stock and each index was $100 on December 31, 2000.  The yearly change in
cumulative  total  return  is  measured  by  dividing  (1)  the  sum of (i)  the
cumulative  amount of dividends  for the  Measuring  Period,  assuming  dividend
reinvestment,  and (ii) the change in share price  between the beginning and end
of the  Measuring  Period,  by (2)  the  share  price  at the  beginning  of the
Measuring Period.                                                               

      The Company  considered  providing a comparison  consisting  of a group of
peer companies in an industry or  line-of-business  similar to us, but could not
reasonably  identify  a group of  comparable  peer  companies  that the  Company
believed would provide our stockholders with a meaningful comparison.  The stock
price performance on the following graph is not necessarily indicative of future
stock price performance.                                                        

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COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG CLARUS, THE NASDAQ NATIONAL MARKET COMPOSITE AND
THE RUSSELL 2000 INDEX

                                                                [Download Table]

              12/31/00    12/31/01    12/31/02   12/31/03    12/31/04 
              --------    --------    --------   --------    -------- 
                                                                      
CLARUS                                                                
CORPORATION  $   100.00  $    89.14  $   80.29  $   104.29  $   128.57

NASDAQ                                                                
NATIONAL                                                              
MARKET                                                                
COMPOSITE    $   100.00  $    78.95  $   54.06  $    81.09  $    88.06

THE RUSSELL                                                           
2000 INDEX   $   100.00  $   101.03  $   79.23  $   115.18  $   134.75

 * $100 INVESTED ON 12/31/00 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.

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COMPARISON OF CUMULATIVE TOTAL RETURN*
 AMONG CLARUS,
THE NASDAQ NATIONAL MARKET COMPOSITE AND
THE RUSSELL 2000 INDEX

 [GRAPHIC CHART OMITTED]

 * $100 INVESTED ON 12/31/00 IN STOCK OR INDEX -
INCLUDING REINVESTMENT OF DIVIDENDS.

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EMPLOYMENT AGREEMENTS                                                           

WARREN B. KANDERS                                                               

      In December  2002, we entered into an employment  agreement with Warren B.
Kanders,  which provides that he will serve as Clarus' Executive Chairman of the
Board of  Directors  and devote as much of his time as is  necessary  to perform
such duties for a three-year term that will expire on December 6, 2005,  subject
to early  termination in certain  circumstances.  The agreement  provides for an
annual base salary of $250,000.  In addition,  Mr.  Kanders is entitled,  at the
discretion of our Board of Directors,  to performance bonuses which may be based
upon a variety of factors and to  participate in our stock  incentive  plans and
other  bonus  plans  adopted by us.  Pursuant to the  employment  agreement,  we
maintain term life  insurance on Mr. Kanders in the amount of $2,000,000 for the
benefit of his  designees.  In connection  with his  employment  agreement,  Mr.
Kanders  received  ten-year  options to purchase up to (i) 200,000 shares of the
Company's  common stock,  at an exercise price of $5.35 per share;  (ii) 400,000
shares of the Company's  common stock,  at an exercise price of $7.50 per share;
and (iii) 400,000 shares of the Company's  common stock, at an exercise price of
$10.00 per share,  all vesting in five equal annual  installments  commencing on
the first  anniversary  of the date of grant.  On April 11,  2003,  Mr.  Kanders
received a grant of 500,000  restricted  shares of the  Company's  common stock,
with full voting, dividend, distribution and other rights, which vest and become
nonforfeitable if Mr. Kanders is an employee and/or a director of the Company or
a  subsidiary  or  affiliate  of the  Company on the earlier of (i) the date the
closing price of the Company's common stock, as listed or quoted on any national
securities  exchange or NASDAQ,  shall have equaled or exceeded $15.00 per share
for each of the trading  days during a ninety (90)  consecutive  day period,  or
(ii) the tenth (10th)  anniversary of the date of grant;  provided  however that
all of the restricted shares immediately vest and become  nonforfeitable  upon a
"change in control" or in the event Mr. Kanders'  employment with the Company is
terminated without "cause".                                                     

      In the event Mr. Kanders is terminated  without  cause,  or by Mr. Kanders
upon a "change in control," Mr. Kanders is entitled to receive his accrued bonus
through the date of termination and to continue to receive his base compensation
in accordance  with the normal payroll  practices of the Company for twenty-four
months after the effective  date of such  termination.  Mr. Kanders will also be
entitled to  acceleration  of the vesting on the  options and  restricted  stock
grants upon the termination of his employment agreement by us without "cause" or
by Mr.  Kanders in connection  with a "change in control." Mr.  Kanders has also
agreed to certain confidentiality and non-competition provisions.               

NIGEL P. EKERN                                                                  

      In December  2002, we entered into an employment  agreement  with Nigel P.
Ekern,  which is effective as of November 25, 2002,  that  provides that he will
serve as our Chief  Administrative  Officer and devote as much of his time as is
necessary  to perform  such  duties for a  three-year  term that will  expire on
November 25, 2005,  subject to early termination in certain  circumstances.  The
agreement provides for an annual base salary of $175,000. Under the terms of his

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employment agreement with us, Mr. Ekern received ten-year options to purchase up
to 200,000 shares of the Company's  common stock,  at an exercise price of $5.35
per share and vesting in five equal annual installments  commencing on the first
anniversary  of the date of grant.  In addition,  Mr. Ekern is entitled,  at the
discretion of our Board of Directors,  to performance bonuses which may be based
upon a variety of factors and to  participate in our stock  incentive  plans and
other  bonus  plans  adopted by us.  Pursuant to the  employment  agreement,  we
maintain a term life  insurance on Mr. Ekern in the amount of $2,000,000 for the
benefit of his designees.                                                       

      In the event Mr.  Ekern is  terminated  by the  Company  upon a "change in
control",  he is entitled to receive accrued base compensation  through the date
of such  termination and will also be entitled to acceleration of the vesting on
all  options  to  purchase  shares of common  stock.  In the event Mr.  Ekern is
terminated  by the Company  without  "cause," he is entitled to receive his base
compensation twelve months after such termination.  Mr. Ekern has also agreed to
certain confidentiality and non-competition provisions.                         

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      In September 2003, the Company and Kanders & Company,  an entity owned and
controlled by the Company's Executive Chairman,  Warren B. Kanders, entered into
a  15-year  lease  with a  five-year  renewal  option,  as  co-tenants  to lease
approximately  11,500  square  feet in  Stamford,  Connecticut.  The Company and
Kanders & Company have initially  agreed to allocate the total lease payments of
$24,438 per month on the basis of Kanders & Company  renting  2,900  square feet
initially  for $6,163 per month,  and the  Company  renting  8,600  square  feet
initially for $18,275 per month,  which are subject to increases during the term
of the lease.  Rent expense is recognized  on a straight  line basis.  The lease
provides the co-tenants with an option to terminate the lease in years eight and
ten in  consideration  for a  termination  payment.  The  Company  and Kanders &
Company  agreed  to  pay  for  their   proportionate   share  of  the  build-out
construction costs,  fixtures,  equipment and furnishings related to preparation
of the space.  In  connection  with the lease,  the Company  obtained a stand-by
letter of credit in the amount of $850,000 to secure lease  obligations  for the
Stamford  facility.  Kanders & Company  reimburses  the  Company  for a pro rata
portion of the approximately $5,000 annual cost of the letter of credit.        

      During the year ended December 31, 2004, the Company  incurred  charges of
approximately $31,000, for payments to Kanders Aviation LLC, an affiliate of the
Company's Executive Chairman,  Warren B. Kanders, pursuant to the Transportation
Services Agreement dated as of December 18, 2003 between the Company and Kanders
Aviation  relating to aircraft  travel by directors  and officers of the Company
for potential redeployment transactions.                                        

      The Company provides certain  telecommunication,  administrative and other
office  services as well as  accounting  and  bookkeeping  services to Kanders &
Company  that are  reimbursed  by Kanders & Company.  Such  services  aggregated
$43,000 during the year ended December 31, 2004.                                

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      After the  closing  of the sale of the  e-commerce  software  business  in
December 2002, Steven Jeffery, resigned as the Company's Chief Executive Officer
and  Chairman  of  the  Board  of  Directors.  Under  Mr.  Jeffery's  employment
agreement,  he was entitled to receive a severance  payment  equal to one year's
salary of $250,000, payable over one year. In addition, Mr. Jeffery entered into
a  three-year   consulting   agreement  with  the  Company  and  received  total
consideration  of $250,000  payable over two years.  At December  31,  2004,  no
balance remained outstanding to Mr. Jeffery under these severance  arrangements.
On April 11, 2005, Mr. Jeffery resigned as a member of our Board of Directors.  

      In the opinion of management,  the rates,  terms and considerations of the
transactions  with the related parties described above are at least as favorable
as those we could have obtained in arms length  negotiations or otherwise are at
prevailing market prices and terms.                                             

PROPOSAL 2

APPROVAL AND ADOPTION OF 2005 STOCK INCENTIVE PLAN

      The Board of  Directors  believes  that the adoption and approval of a new
long-term  stock  incentive plan will  facilitate the continued use of long-term
equity-based  incentives  and rewards for the  foreseeable  future and is in the
best  interests  of Clarus.  The  Company  expects  equity-based  incentives  to
comprise an important  part of the  compensation  packages for its future senior
level  executives  retained in connection with any consummation of the Company's
asset  redeployment  strategy.  Accordingly,  the Board of  Directors  approved,
subject to the approval of Clarus'  stockholders,  the 2005 Stock Incentive Plan
(the  "2005  Stock  Incentive  Plan").  Stockholder  approval  of the 2005 Stock
Incentive  Plan is expected to ensure that Clarus will have a sufficient  number
of  long-term  equity-based  incentives  and  rewards  to  issue  to its  future
employees upon the completion of an asset redeployment transaction as well as to
help ensure,  to the extent possible,  the tax deductibility by Clarus of awards
under the 2005 Stock  Incentive  Plan for purposes of Section  162(m) of the IRC
and to meet the listing requirements of the NASDAQ.                             

      The  material  features of the 2005 Stock  Incentive  Plan are  summarized
below.  The summary is  qualified  in its  entirety by reference to the specific
provisions of the 2005 Stock Incentive Plan, the full text of which is set forth
as Appendix A to this proxy  statement.  On May ___,  2005, the market price per
share of Clarus'  common stock was $[____]  based on the average of high and low
bids  for our  common  stock  as  reported  by the OTC  Pink  Sheets  Electronic
Quotation Service on such date.                                                 

ADMINISTRATION                                                                  

      The  2005  Stock  Incentive  Plan  is  administered  by  the  Compensation
Committee of the Board of Directors of Clarus.  All members of the  Compensation
Committee are non-employee  directors of Clarus. The Compensation  Committee has
the authority to determine,  within the limits of the express  provisions of the
2005 Stock Incentive  Plan, the individuals to whom awards will be granted,  the
nature,  amount and terms of such awards and the  objectives  and conditions for

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earning such awards. With respect to employees who are not subject to Section 16
of the Exchange Act, the Compensation Committee may delegate its authority under
the 2005 Stock Incentive Plan to one or more officers or employees of Clarus. To
the extent  not  otherwise  provided  for under  Clarus'  Amended  and  Restated
Certificate of Incorporation,  as amended,  and Amended and Restated By-laws, as
amended, members of the Compensation Committee are entitled to be indemnified by
Clarus with respect to claims relating to their actions in the administration of
the 2005 Stock Incentive Plan, except in the case of willful misconduct.        

TYPES OF AWARDS                                                                 

      Awards under the 2005 Stock Incentive Plan may include  nonqualified stock
options, incentive stock options, stock appreciation rights ("SARs"), restricted
shares of common stock, restricted units and performance awards.                

      Stock  Options.  The  Compensation  Committee  may grant to a  participant
incentive stock options,  options that do not qualify as incentive stock options
("non-qualified  stock  options")  or  a  combination  thereof.  The  terms  and
conditions  of stock option  grants,  including  the  quantity,  price,  vesting
periods, and other conditions on exercise will be determined by the Compensation
Committee.  Incentive  stock  option  grants  shall be made in  accordance  with
Section 422 of the IRC.                                                         

      The  exercise   price  for  stock   options  will  be  determined  by  the
Compensation  Committee  in  its  discretion,  provided  that  with  respect  to
incentive stock options, the exercise price per share shall be at least equal to
100% of the fair market  value of one share of Clarus'  common stock on the date
when the stock option is granted.  Additionally,  in the case of incentive stock
options  granted to a holder of more than 10% of the total combined voting power
of all classes of stock of Clarus on the date of grant,  the exercise  price may
not be less than 110% of the fair market  value of one share of common  stock on
the date the stock option is granted.                                           

      Stock options must be exercised  within a period fixed by the Compensation
Committee  that may not exceed ten years from the date of grant,  except that in
the case of incentive  stock options granted to a holder of more than 10% of the
total  combined  voting  power of all  classes of stock of Clarus on the date of
grant,  the exercise period may not exceed five years.  The 2005 Stock Incentive
Plan provides for earlier  termination  of stock options upon the  participant's
termination of employment, unless extended by the Committee, but in no event may
the options be exercised after the scheduled expiration date of the options.    

      At the Compensation  Committee's discretion,  payment for shares of common
stock on the  exercise of stock  options may be made in cash,  shares of Clarus'
common  stock  held by the  participant  for at least six  months (or such other
shares of common stock as the Compensation  Committee may permit), a combination
of cash and shares of stock or in any other form of consideration  acceptable to
the Compensation Committee (including one or more "cashless" exercise forms).   

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      Stock  Appreciation  Rights.  SARs  may be  granted  by  the  Compensation
Committee to a participant  either separate from or in tandem with non-qualified
stock options or incentive stock options. SARs may be granted at the time of the
stock option grant or, with respect to non-qualified  stock options, at any time
prior to the exercise of the stock  option.  A SAR entitles the  participant  to
receive, upon its exercise, a payment equal to (i) the excess of the fair market
value of a share of common  stock on the  exercise  date  over the SAR  exercise
price, times (ii) the number of shares of common stock with respect to which the
SAR is exercised.                                                               

      The exercise price of a SAR is determined by the  Compensation  Committee,
but in the case of SARs  granted in tandem with stock  options,  may not be less
than the exercise  price of the related  stock  option.  Upon exercise of a SAR,
payment  will be  made in cash or  shares  of  common  stock,  or a  combination
thereof, as determined by the Compensation Committee.                           

      Restricted  Shares and Restricted  Units. The  Compensation  Committee may
award to a participant shares of common stock subject to specified  restrictions
("restricted  shares").  Restricted  shares  are  subject to  forfeiture  if the
participant does not meet certain conditions such as continued employment over a
specified  forfeiture  period  and/or the  attainment  of specified  performance
targets over the forfeiture period.                                             

      The  Compensation   Committee  also  may  award  to  a  participant  units
representing  the right to receive  shares of common stock in the future subject
to the achievement of one or more goals relating to the completion of service by
the  participant  and/or the  achievement  of  performance  or other  objectives
("restricted   units").  The  terms  and  conditions  of  restricted  share  and
restricted unit awards are determined by the Compensation Committee.            

      For  participants  who are  subject  to  Section  162(m)  of the IRC,  the
performance targets described in the preceding two paragraphs may be established
by the Compensation  Committee,  in its discretion,  based on one or more of the
following measures:  revenue;  net revenue;  revenue growth; net revenue growth;
earnings before interest, taxes, depreciation and amortization ("EBITDA"); funds
from  operations;  funds from  operations  per share;  operating  income (loss);
operating  income  growth;  operating  cash flow;  adjusted  operating cash flow
return on income;  net  income;  net income  growth;  pre- or  after-tax  income
(loss);  cash available for  distribution;  cash available for  distribution per
share;  cash and/or cash  equivalents  available  for  operations;  net earnings
(loss);  earnings (loss) per share; earnings per share growth; return on equity;
return on assets; share price performance (based on historical performance or in
relation to selected organizations or indices);  total shareholder return; total
shareholder  return  growth;  economic  value  added;  improvement  in cash-flow
(before or after tax) or EBITDA;  successful  capital raises;  and  confidential
business unit objectives (the "Performance Goals").                             

      The above  terms  shall  have the same  meaning  as in  Clarus'  financial
statements,  or if the terms are not used in Clarus'  financial  statements,  as
applied pursuant to generally accepted accounting principles,  or as used in the
industry, as applicable.                                                        

      Performance  Awards.  The  Compensation  Committee  may grant  performance
awards to  participants  under such  terms and  conditions  as the  Compensation
Committee  deems  appropriate.  A performance  award  entitles a participant  to
receive a payment from Clarus,  the amount of which is based upon the attainment
of predetermined performance targets over a specified award period.  Performance
awards may be paid in cash, shares of common stock or a combination  thereof, as
determined by the Compensation Committee.                                       

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      Award periods will be established  at the  discretion of the  Compensation
Committee.  The performance  targets will also be determined by the Compensation
Committee.  With respect to  participants  subject to Section 162(m) of the IRC,
the applicable  performance  targets shall be established,  in the  Compensation
Committee's discretion,  based on one or more of the Performance Goals described
under the section titled "Restricted Shares and Restricted Units." To the extent
that  a  participant  is  not  subject  to  Section  162(m)  of  the  IRC,  when
circumstances  occur  that  cause  predetermined  performance  targets  to be an
inappropriate  measure  of  achievement,  the  Compensation  Committee,  at  its
discretion, may adjust the performance targets.                                 

ELIGIBILITY AND LIMITATION ON AWARDS                                            

      The Compensation  Committee may grant awards to any officer, key employee,
director,  consultant,  independent  contractor  or  advisor  of  Clarus  or its
affiliates.  It is presently contemplated that approximately five employees will
be eligible to receive awards,  however,  we expect such number will increase in
the event we consummate an asset redeployment transaction. In any calendar year,
no participant  may receive awards for more than 500,000 shares of the Company's
common stock and $2,500,000 in cash.                                            

AWARDS GRANTED UNDER THE 2005 STOCK INCENTIVE PLAN                              

      As of the date  hereof,  no  specific  awards  have  been  granted  or are
contemplated   under  the  2005  Stock  Incentive  Plan.  As  a  result  of  the
discretionary  nature of the 2005 Stock  Incentive  Plan,  it is not possible to
state  who the  participants  in the 2005  Stock  Incentive  Plan will be in the
future or the number of options or other  awards to be  received  by a person or
group.                                                                          

SHARES SUBJECT TO THE 2005 STOCK INCENTIVE PLAN                                 

      An aggregate of 3,000,000  shares of common stock is reserved for issuance
and  available  for awards under the 2005 Stock  Incentive  Plan,  subject to an
automatic  annual  increase equal to 4% of the total number of shares of Clarus'
common stock outstanding (the "Annual Share  Increase").  No more than 2,250,000
of the total  shares of  common  stock  available  for  issuance  under the 2005
Incentive Plan may be granted in the form of restricted shares, restricted units
or performance  awards,  subject to an automatic annual increase equal to 75% of
the total  number of shares of Clarus'  common stock  increased  pursuant to the
Annual Share Increase.  Shares of common stock not actually issued (as a result,
for example,  of the lapse of an option) are  available for  additional  grants.
Shares  surrendered to or withheld by Clarus in payment or  satisfaction  of the
exercise price of a stock option or tax withholding  obligations with respect to
an award may be the subject of a new award under the 2005 Stock  Incentive Plan.
Shares to be issued or  purchased  under the 2005  Stock  Incentive  Plan may be
either  authorized but unissued common stock or treasury  shares.  Shares issued
with respect to awards assumed by Clarus in connection with  acquisitions do not
count  against  the  total  number  of shares  available  under  the 2005  Stock
Incentive  Plan.  Shares of common stock not actually  issued (as a result,  for
example, of the lapse of an option) are available for additional grants.  Shares
surrendered to or withheld by Clarus in payment or  satisfaction of the exercise
price of a stock option or tax withholding  obligations with respect to an award
may be the subject of a new award under the 2005 Stock Incentive Plan. Shares to
be  issued  or  purchased  under  the 2005  Stock  Incentive  Plan may be either
authorized  but unissued  common stock or treasury  shares.  Shares  issued with
respect to awards assumed by Clarus in connection with acquisitions do not count
against  the total  number of shares  available  under the 2005 Stock  Incentive
Plan.                                                                           

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ANTI-DILUTION PROTECTION                                                        

      In the event of any changes in the capital structure of Clarus,  including
a change  resulting  from a stock  dividend or stock split,  or  combination  or
reclassification  of shares,  the Board of  Directors  is empowered to make such
equitable adjustments with respect to awards or any provisions of the 2005 Stock
Incentive Plan as it deems necessary and appropriate,  including,  if necessary,
any  adjustments  in the maximum number of shares of common stock subject to the
2005 Stock  Incentive  Plan, the number of shares of common stock subject to and
the exercise price of an outstanding award, or the maximum number of shares that
may be  subject to one or more  awards  granted  to any one  recipient  during a
calendar year.                                                                  

AMENDMENT AND TERMINATION                                                       

      The Board of Directors  may at any time amend or terminate  the 2005 Stock
Incentive Plan, provided that no such action may be taken that adversely affects
any rights or obligations with respect to any awards  theretofore made under the
2005 Stock Incentive Plan without the consent of the recipient. No awards may be
made under the 2005 Stock  Incentive  Plan  after the tenth  anniversary  of its
effective date.  Certain provisions of the 2005 Stock Incentive Plan relating to
performance-based  awards  under  Section  162(m) of the IRC will  expire on the
fifth anniversary of the effective date.                                        

FEDERAL INCOME TAX CONSEQUENCES                                                 

      The federal income tax  consequences  of the issuance  and/or  exercise of
awards under the 2005 Stock Incentive Plan are as described below. The following
information  is  only a  summary  of the tax  consequences  of the  awards,  and
recipients  should  consult with their own tax advisors  with respect to the tax
consequences  inherent in the ownership  and/or exercise of the awards,  and the
ownership and disposition of any underlying securities.                         

      Incentive  Stock  Options.  The 2005 Stock  Incentive Plan qualifies as an
incentive  stock  option  plan  within the  meaning of Section 422 of the IRC. A
recipient  who is granted an  incentive  stock  option  will not  recognize  any
taxable income for federal  income tax purposes  either on the grant or exercise
of the incentive stock option. If the recipient disposes of the shares purchased
pursuant  to the  incentive  stock  option more than two years after the date of
grant and more than one year after the  transfer of the shares to the  recipient
(the required  statutory  "holding  period"),  (a) the recipient  will recognize
long-term  capital  gain or loss,  as the case may be,  equal to the  difference
between  the  selling  price and the option  price;  and (b) Clarus  will not be
entitled to a deduction  with  respect to the shares of stock so issued.  If the
holding period requirements are not met, any gain realized upon disposition will
be taxed as ordinary income to the extent of the excess of the lesser of (i) the
excess of the fair market  value of the shares at the time of exercise  over the
option  price,  and (ii) the gain on the  sale.  Clarus  will be  entitled  to a
deduction in the year of disposition  in an amount equal to the ordinary  income
recognized by the recipient.  Any additional gain will be taxed as short-term or
long-term  capital gain  depending upon the holding period for the stock. A sale
for less than the option price results in a capital loss.                       

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      The excess of the fair market  value of the shares on the date of exercise
over the option price is, however,  includable in the option holder's income for
alternative minimum tax purposes.                                               

      Nonqualified  Stock Options.  The recipient of a nonqualified stock option
under the 2005 Stock  Incentive  Plan will not  recognize any income for federal
income tax  purposes on the grant of the option.  Generally,  on the exercise of
the option,  the recipient will recognize  taxable  ordinary income equal to the
excess of the fair  market  value of the  shares on the  exercise  date over the
option price for the shares. Clarus generally will be entitled to a deduction on
the date of exercise in an amount equal to the ordinary income recognized by the
recipient.  Upon  disposition  of the  shares  purchased  pursuant  to the stock
option,  the recipient  will recognize  long-term or short-term  capital gain or
loss, as the case may be, equal to the difference between the amount realized on
such disposition and the basis for such shares,  which basis includes the amount
previously recognized by the recipient as ordinary income.                      

      Stock  Appreciation  Rights. A recipient who is granted stock appreciation
rights will not  recognize any taxable  income on the receipt of the SARs.  Upon
the exercise of a SAR, (a) the recipient will recognize ordinary income equal to
the amount  received  (the  increase  in the fair  market  value of one share of
Clarus' common stock from the date of grant of the SAR to the date of exercise);
and (b) Clarus will be  entitled  to a  deduction  on the date of exercise in an
amount equal to the ordinary income recognized by the recipient.                

      Restricted  Shares.  A recipient will not be taxed at the date of an award
of  restricted  shares,  but will be taxed at ordinary  income rates on the fair
market  value of any  restricted  shares  as of the date  that the  restrictions
lapse,  unless the recipient,  within 30 days after transfer of such  restricted
shares to the  recipient,  elects under  Section  83(b) of the IRC to include in
income the fair  market  value of the  restricted  shares as of the date of such
transfer.  Clarus will be entitled to a corresponding deduction. Any disposition
of  shares  after  restrictions  lapse  will be  subject  to the  regular  rules
governing  long-term and short-term capital gains and losses, with the basis for
this  purpose  equal to the fair  market  value of the  shares at the end of the
restricted  period (or on the date of the transfer of the restricted  shares, if
the employee  elects to be taxed on the fair market  value upon such  transfer).
Dividends  received by a recipient during the restricted  period will be taxable
to the  recipient at ordinary  income tax rates and will be deductible by Clarus
unless the  recipient  has elected to be taxed on the fair  market  value of the
restricted  shares upon transfer,  in which case they will thereafter be taxable
to the employee as dividends and will not be deductible by Clarus.              

      Restricted Units. A participant will normally not recognize taxable income
upon an award  of  restricted  units,  and  Clarus  will  not be  entitled  to a
deduction until the lapse of the applicable restrictions.  Upon the lapse of the
restrictions  and the  issuance  of the  earned  shares,  the  participant  will
recognize ordinary taxable income in an amount equal to the fair market value of
the common stock received and Clarus will be entitled to a deduction in the same
amount.                                                                         

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      Performance  Awards.  Normally,  a participant will not recognize  taxable
income upon the grant of performance awards.  Subsequently,  when the conditions
and requirements for the grants have been satisfied and the payment  determined,
any cash  received and the fair market value of any common stock  received  will
constitute ordinary income to the participant. Clarus also will then be entitled
to a deduction in the same amount.                                              

EFFECTIVE DATE                                                                  

      The 2005 Stock  Incentive Plan shall be effective  immediately on the date
of  its  approval  by  the  stockholders  of  Clarus.  If  not  approved  by the
stockholders, no awards will be made under the 2005 Stock Incentive Plan. If and
when the 2005 Stock Incentive Plan becomes effective,  Clarus' 2000 Plan and SAI
Plan will be frozen such that no further awards will be made under the 2000 Plan
and the SAI Plan,  and any shares of common stock then  remaining  available for
grant under the 2000 Plan and the SAI Plan will be  canceled.  However,  738,750
shares of common stock subject to outstanding awards granted under the 2000 Plan
and the SAI Plan prior to the effective  date of the 2005 Stock  Incentive  Plan
will remain available for issuance under the 2000 Plan and the SAI Plan, and the
2000 Plan and the SAI Plan will remain in effect after the effective date of the
2005 Stock Incentive Plan to the extent  necessary to administer such previously
granted awards.                                                                 

VOTE REQUIRED                                                                   

      Approval of the 2005 Stock  Incentive  Plan will  require the  affirmative
vote of at least a majority in voting  interest of the  stockholders  present in
person or by proxy and voting at the Annual  Meeting of  Stockholders,  assuming
the  presence  of a quorum.  If the  stockholders  do not approve the 2005 Stock
Incentive  Plan, it will not be  implemented,  but Clarus  reserves the right to
adopt such other  compensation plans and programs as it deems appropriate and in
the best interests of Clarus and its stockholders.                              

      THE BOARD RECOMMENDS THAT  STOCKHOLDERS VOTE FOR THE APPROVAL AND ADOPTION
OF THE 2005 STOCK INCENTIVE PLAN.                                               

 OTHER MATTERS

      As of the date of this Proxy  Statement,  the Board of Directors  does not
intend to present any other  matter for action at the meeting  other than as set
forth in the Notice of Annual  Meeting  and this Proxy  Statement.  If any other
matters  properly  come  before  the  meeting,  it is  intended  that the shares
represented  by  the  proxies  will  be  voted,   in  the  absence  of  contrary
instructions, in the discretion of the persons named in the Proxy Card.         

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

      Section  16(a) of the Exchange  Act,  requires our directors and executive
officers and any persons who own more than 10% of our capital stock to file with
the  Securities  and Exchange  Commission  (and, if such security is listed on a
national  securities  exchange,  with  such  exchange),  various  reports  as to
ownership of such capital stock. Such persons are required by the Securities and
Exchange Commission's regulations to furnish us with copies of all Section 16(a)
forms they file.                                                                

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      Except as indicated below,  based solely upon reports and  representations
submitted by the directors,  executive  officers and holders of more than 10% of
our  capital  stock,  all Forms 3, 4 and 5 showing  ownership  of and changes of
ownership  in our capital  stock  during the 2004 fiscal year were timely  filed
with the Securities and Exchange Commission.                                    

      Mr.  Jeffery  inadvertently  did not timely file two Form 4s to report the
exercise of certain  stock  options  and the  disposition  of certain  shares of
common stock acquired upon the exercise of stock options.                       

FORM 10-K                                                                       

      WE WILL PROVIDE,  WITHOUT  CHARGE,  TO EACH  STOCKHOLDER  AS OF THE RECORD
DATE, ON THE WRITTEN REQUEST OF THE STOCKHOLDER,  A COPY OF OUR ANNUAL REPORT ON
FORM  10-K FOR THE  YEAR  ENDED  DECEMBER  31,  2004,  INCLUDING  THE  FINANCIAL
STATEMENTS AND SCHEDULES,  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
STOCKHOLDERS  SHOULD  DIRECT  THE  WRITTEN  REQUEST TO CLARUS  CORPORATION,  ONE
LANDMARK SQUARE, 22ND FLOOR, STAMFORD, CONNECTICUT 06901 C/O SECRETARY.         

 REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS, NOMINATION OF DIRECTORS
AND OTHER BUSINESS OF STOCKHOLDERS

      Under  the  rules  of  the  Securities  and  Exchange  Commission,   if  a
stockholder wants us to include a proposal in our Proxy Statement and Proxy Card
for presentation at our 2006 Annual Meeting, the proposal must be received by us
at our principal  executive  offices by January 13, 2006 (or, if the 2005 Annual
Meeting is called for a date not within 30  calendar  days  before or after June
21, 2006,  within a reasonable  time before we begin to print and mail our proxy
materials  for the  meeting).  The proposal  should be sent to the attention of:
Clarus  Corporation,  One Landmark  Square,  22nd Floor,  Stamford,  Connecticut
06901, c/o Secretary and must include the information and  representations  that
are set out in Exchange Act Rule 14a-8.                                         

      Under our Amended and  Restated  Bylaws,  and as permitted by the rules of
the Securities and Exchange  Commission,  certain procedures are provided that a
stockholder  must follow to nominate  persons for  election as  directors  or to
introduce  an item of business at a meeting of our  stockholders  outside of the
requirements set forth in Exchange Act Rule 14a-8. These procedures provide that
nominations for director nominees and/or an item of business to be introduced at
a meeting of our  stockholders  must be submitted in writing to the Secretary of
the Company at our  principal  executive  offices.  Any written  submission by a
stockholder  including  a director  nomination  and/or  item of  business  to be
presented at a meeting of our  stockholders  must comply with the procedures and
such other  requirements  as may be imposed by our Amended and Restated  Bylaws,
Delaware  law,  the NASDAQ,  the rules and  regulations  of the  Securities  and
Exchange Commission and must include the information  necessary for the Board to
determine  whether the  candidate  qualifies as  independent  under the NASDAQ's
rules.                                                                          

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      We must receive notice of the intention to introduce a director nomination
or to present an item of business  at our 2006 Annual  Meeting (a) not less than
sixty (60) days nor more than  ninety  (90) days  prior to June 21,  2006 if our
2006  Annual  Meeting is held  within  thirty (30) days before or after June 21,
2006;  or (b) not later  than the close of  business  on the  tenth  (10th)  day
following the day on which the notice of meeting was mailed or public disclosure
of the date of the meeting was made,  whichever  occurs first,  in the event our
2006 Annual Meeting is not held within thirty (30) days before or after June 21,
2006.  In the  event we call a  special  meeting  of our  stockholders,  we must
receive your intention to introduce a director  nomination or to present an item
of business at the special meeting of  stockholders  not later than the close of
business on the tenth (10th) day  following  the day on which the notice of such
special meeting of stockholders  was mailed or public  disclosure of the date of
the meeting was made, whichever occurs first.                                   

      Assuming that our 2006 Annual Meeting is held on schedule, we must receive
notice of your  intention  to introduce a director  nomination  or other item of
business at that meeting not less than sixty (60) days nor more than ninety (90)
days prior to June 21, 2006. If we do not receive  notice within the  prescribed
dates,  or  if we  meet  other  requirements  of  the  Securities  and  Exchange
Commission  rules, the persons named as proxies in the proxy materials  relating
to that  meeting  will use their  discretion  in voting the  proxies  when these
matters are raised at the meeting.  In addition,  nominations  or proposals  not
made in accordance herewith may be disregarded by the chairman of the meeting in
his discretion,  and upon his  instructions all votes cast for each such nominee
or for such proposals may be disregarded.                                       

                                                    FOR THE BOARD OF DIRECTORS

                                        NIGEL P. EKERN
                                   SECRETARY

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APPENDIX A
 2005 STOCK INCENTIVE PLAN

DEF 14A 42nd Page of 67 TOC 1st Previous Next ↓Bottom Just 42nd
CLARUS CORPORATION
 2005 STOCK INCENTIVE PLAN

      1. PURPOSE.  The purpose of Clarus  Corporation  2005 Stock Incentive Plan
(the  "Plan")  is  to  provide  a  means  through  which  the  Company  and  its
Subsidiaries  may attract  able persons to enter and remain in the employ of the
Company and its Subsidiaries and to provide a means whereby eligible persons can
acquire and maintain Common Stock ownership,  or be paid incentive  compensation
measured by reference to the value of Common Stock, thereby  strengthening their
commitment to the welfare of the Company and its  Subsidiaries  and promoting an
identity of interest between stockholders and these eligible persons.           

      So that the appropriate  incentive can be provided,  the Plan provides for
granting Incentive Stock Options,  Nonqualified Stock Options,  Restricted Stock
Awards Restricted Stock Unit Awards and Performance Awards and other Stock-Based
Awards,  or any combination of the foregoing.  Capitalized  terms not defined in
the text are defined in Section 24.                                             

2. SHARES SUBJECT TO THE PLAN.                                      

            2.1 Number of Shares.  Subject  to Section  18, the total  number of
Shares reserved and available for grant and issuance  pursuant to this Plan will
be 3,000,000  Shares,  subject to the  automatic  Share  increases  described in
Section 2.2 below.  Of the total Shares reserved for issuance under the Plan, no
more  than  2,250,000  shares of  Common  Stock may be issued  under the Plan as
Awards under Sections 6 and 7 of the Plan,  subject to automatic Share increases
described in Section 2.3 below.  Shares that have been (a) reserved for issuance
under options which have expired or otherwise terminated without issuance of the
underlying  Shares,  (b) reserved for issuance or issued under an Award  granted
hereunder  but are forfeited or are  repurchased  by the Company at the original
issue  price,  or (c)  reserved  for  issuance  or  issued  under an Award  that
otherwise  terminates  without  Shares  being  issued,  shall be  available  for
issuance. In the event of the exercise of SARs, whether or not granted in tandem
with  options,  only the  number of shares of Common  Stock  actually  issued in
payment  of such SARs shall be  charged  against  the number of shares of Common
Stock available for the grant of Awards hereunder,  and any Common Stock subject
to  tandem  options,  or  portions  thereof,  which  have  been  surrendered  in
connection  with any such  exercise  of SARs  shall not be charged  against  the
number of shares of Common Stock available for the grant of Awards hereunder. At
all times the Company  shall reserve and keep  available a sufficient  number of
Shares as shall be  required  to satisfy  the  requirements  of all  outstanding
options  granted under this Plan and all other  outstanding  but unvested Awards
granted  under  this  Plan.  The  Shares to be  offered  under the Plan shall be
authorized  and unissued  Common  Stock,  or issued Common Stock that shall have
been reacquired by the Company. Subject to adjustment in accordance with Section
18.4, in any calendar year, no Participant shall be granted Awards in respect of
more than 500,000 shares of Common Stock  (whether  through grants of options or
SARs or other  Awards  of  Common  Stock or  rights  with  respect  thereto)  or
cash-based Awards for more than $2,500,000.                                     

            2.2 Annual Increases. The number of Shares of Common Stock available
for issuance  under the Plan shall  automatically  increase on the first trading
day of January of each year,  beginning with January in year 2006 and continuing
through  January  in year  2015,  by a number  of Shares  equal to four  percent
(4.00%) of the total  number of Shares of Common Stock  outstanding  on the last
trading day in the immediately preceding December.                              

            2.3 Award Limitation. The number of Shares of Common Stock which may
be issued  under the Plan as Awards  under  Sections  6 and 7 of the Plan  shall
automatically  increase  on the  first  trading  day of  January  of each  year,
beginning with January in year 2006 and continuing through January in year 2015,
by a number of Shares equal to seventy-five percent (75%) of the total number of
Shares increased pursuant to Section 2.2.                                       

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      3. ELIGIBILITY.  ISO's (as defined in Section 5 below) may be granted only
to employees  (including  officers and directors who are also  employees) of the
Company or of a Subsidiary  of the  Company.  All other Awards may be granted to
employees,  officers,  directors,   consultants,   independent  contractors  and
advisors of the Company or Subsidiary of the Company.                           

4. ADMINISTRATION.                                                  

            4.1  Committee  Authority.  This  Plan will be  administered  by the
Committee.  Any power, authority or discretion granted to the Committee may also
be taken by the Board. Subject to the general purposes,  terms and conditions of
this Plan, and to the direction of the Board, the Committee will have full power
to implement and carry out this Plan.  Without  limitation,  the Committee  will
have the authority to:                                                          

(a)   select persons to receive Awards;                 

            (b)   determine the nature, extent, form and terms of Awards and the
              number of Shares or other consideration subject to Awards;

           (c)   determine the vesting, exerciseability and payment of Awards;

            (d)   correct  any defect,  supply any  omission  or  reconcile  any
                 inconsistency in this Plan, any Award or any Award Agreement;

            (e)   determine   whether   Awards  will  be  granted   singly,   in
                  combination  with,  in tandem with, in  replacement  of, or as
                  alternatives  to,  other  Awards  under this Plan or any other
                  incentive  or   compensation   plan  of  the  Company  or  any
Subsidiary of the Company;                  

            (f)   prescribe, amend and rescind rules and regulations relating to
this Plan or any Award;                     

            (g)   make all factual determinations with respect to, and otherwise
                  construe and interpret, this Plan, any Award Agreement and any
               other agreement or document executed pursuant to this Plan;

(h)   grant waivers of Plan or Award conditions;        

(i)   determine whether an Award has been earned;       

(j)   accelerate the vesting of any Award; and          

            (k)   make all other  determinations  necessary or advisable for the
administration of this Plan.                

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      The  Committee's  interpretation  of the Plan or any documents  evidencing
Awards  granted  pursuant  thereto and all decisions and  determinations  by the
Committee  with respect to the Plan shall be final,  binding,  and conclusive on
all parties unless otherwise determined by the Board.                           

            4.2 Committee  Discretion.  Any determination  made by the Committee
with  respect  to any Award will be made in its sole  discretion  at the time of
grant of the Award or, unless in  contravention of any express term of this Plan
or Award, at any later time, and such determination will be final and binding on
the Company and on all persons  having an interest in any Award under this Plan.
The Committee may delegate such of its powers and authority under the Plan as it
deems  appropriate  to  designated  officers or  employees  of the  Company.  In
addition,  the full Board may  exercise  any of the powers and  authority of the
Committee  under  the Plan.  In the event of such  delegation  of  authority  or
exercise of  authority  by the Board,  references  in the Plan to the  Committee
shall be deemed to refer,  as  appropriate,  to the delegate of the Committee or
the Board. Actions taken by the Committee and any delegation by the Committee to
designated officers or employees shall comply with Section 16(b) of the Exchange
Act, the  performance-based  provisions of Section  162(m) of the Code,  and the
regulations  promulgated  under  each  of  such  statutory  provisions,  or  the
respective successors to such statutory provisions or regulations,  as in effect
from time to time, to the extent applicable. Notwithstanding any other provision
of the  Plan,  if the  Committee  deems  it to be in the  best  interest  of the
Company, the Committee retains the discretion to make such Awards under the Plan
that may not comply with the  requirements of Section 16(b) of the Exchange Act,
Section 162(m) of the Code, or any other relevant statute or regulation.        

      5. STOCK OPTIONS.  The Committee may grant Options to eligible persons and
will  determine  whether such options  will be intended to be  "Incentive  Stock
Options" within the meaning of Section 422 of the Code or any successor  section
thereof ("ISO's") or nonqualified stock options (options not intended to qualify
as incentive  stock  options)  ("NQSO's"),  the number of Shares  subject to the
Option, the Exercise Price of the option, the period during which the option may
be exercised,  and all other terms and conditions of the Option,  subject to the
following:                                                                      

            5.1 Form of Option Grant.  Each Option  granted under this Plan will
be  evidenced  by an Award  Agreement  ("Stock  Option  Agreement"),  which will
expressly  identify  the Option as an ISO or NQSO,  and will be in such form and
contain such provisions (which need not be the same for each Participant) as the
Committee  may from time to time  approve,  and which  will  comply  with and be
subject to the terms and conditions of this Plan.                               

            5.2 Exercise Period. Options may be exercisable to the extent vested
within the times or upon the events  determined by the Committee as set forth in
the Stock Option Agreement  governing such option;  provided,  however,  that no
option will be exercisable  after the expiration of ten (10) years from the date

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the option is granted;  and provided further that no ISO granted to a person who
directly  or by  attribution  owns  more  than ten  percent  (10%) of the  total
combined  voting  power  of  all  classes  of  stock  of the  Company  or of any
Subsidiary of the Company ("Ten Percent  Stockholder") will be exercisable after
the expiration of five (5) years from the date the ISO is granted. The Committee
also may provide for options to become  exercisable  at one time or from time to
time,  periodically  or  otherwise,  in such number of Shares or  percentage  of
Shares as the Committee determines.                                             

            5.3  Exercise  Price.  The  Exercise  Price  of an  option  will  be
determined by the Committee when the option is granted and may be greater,  less
than,  or equal to the Fair  Market  Value of the  Shares  on the date of grant;
provided  that:  (i) the Exercise  Price of an ISO will be not less than 100% of
the Fair Market Value of the Shares on the date of grant;  and (ii) the Exercise
Price of any ISO granted to a Ten Percent Stockholder will not be less than 110%
of the Fair Market Value of the Shares on the date of grant.  In  addition,  the
Exercise  Price may (i) be subject to a limit on the economic  value that may be
realized by a Participant from an option or SAR, or otherwise (ii) vary from the
original purchase price, provided that such variable purchase price can never be
less than the Fair Market  Value of the shares of Common  Stock  subject to such
option or SAR, determined as of the date of grant                               

            5.4 Date of Grant.  The date of grant of an Option  will be the date
on which the  Committee  makes the  determination  to grant such option,  unless
otherwise  specified by the Committee.  The Stock Option Agreement and a copy of
this Plan will be delivered to the  Participant  within a reasonable  time after
the granting of the Option.                                                     

            5.5 Method of Exercise.  Options may be exercised by delivery to the
Company of a written stock option exercise agreement (the "Exercise  Agreement")
in a form  approved  from time to time by the  Committee  (which need not be the
same for each  Participant),  stating the number of Shares being purchased,  the
restrictions  imposed on the Shares purchased under such Exercise Agreement,  if
any, and such representations and agreements regarding Participant's  investment
intent and access to information  and other matters,  if any, as may be required
or desirable by the Company to comply with applicable  securities laws, together
with  payment  in full of the  Exercise  Price for the  number  of Shares  being
purchased.  Payment  for the Shares  purchased  may be made in  accordance  with
Section 8 of this Plan.                                                         

            5.6  Termination.  Unless otherwise  expressly  provided in an Award
Agreement or otherwise  determined by the Committee,  exercise of an option will
always be subject to the following:                                             

            a.    If the  Participant  is Terminated  for any reason  (including
                  voluntary  Termination)  other than death or Disability,  then
                  the Participant may exercise such  Participant's  Options only
                  to the extent that such  options  would have been  exercisable
                  upon the Termination Date no later than three (3) months after
                  the  Termination  Date (or such  shorter or longer time period
                  not  exceeding  five  (5)  years as may be  determined  by the
                  Committee, with any exercise beyond three (3) months after the
                  Termination  Date deemed to be a NQSO),  but in any event,  no
  later than the expiration date of the Options.

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            b.    If the  Participant  is  Terminated  because of  Participant's
                  death or Disability (or the Participant  dies within three (3)
                  months after a Termination  other than for Cause or because of
                  Participant's  Disability),  then Participant's Options may be
                  exercised only to the extent that such options would have been
                  exercisable by Participant on the Termination Date and must be
                  exercised   by    Participant    (or    Participant's    legal
                  representative  or  authorized  assignee) no later than twelve
                  (12) months  after the  Termination  Date (or such  shorter or
                  longer  time  period  not  exceeding  five (5) years as may be
                  determined by the  Committee,  with any such  exercise  beyond
                  twelve  (12)  months  after  the  Termination  Date  when  the
                  Termination is for Participant's  death or Disability,  deemed
                  to be a NQSO),  but in any event no later than the  expiration
date of the Options.                        

            c.    Notwithstanding the provisions in paragraph 5.6(a) above, if a
                  Participant is terminated for Cause,  neither the Participant,
                  the  Participant's  estate nor such other  person who may then
                  hold the Option  shall be entitled to exercise any option with
                  respect  to  any  Shares  whatsoever,   after  termination  of
                  service,  whether  or not after  termination  of  service  the
                  Participant may receive payment from the Company or Subsidiary
                  for vacation pay, for services  rendered prior to termination,
                  for services rendered for the day on which termination occurs,
                  for salary in lieu of notice,  or for any other  benefits.  In
                  making  such  determination,  the  Committee  shall  give  the
                  Participant   an  opportunity  to  present  to  the  Committee
                  evidence  on his behalf.  For the  purpose of this  paragraph,
                  termination  of  service  shall be deemed to occur on the date
                  when  the   Company   dispatches   notice  or  advice  to  the
      Participant that his or her service is terminated.

            d.    If the Participant is not an employee or a director, the Award
                  Agreement   shall   specify   treatment   of  the  Award  upon
Termination.                                

            5.7 Limitations on ISO. The aggregate Fair Market Value  (determined
as of the date of grant) of Shares with  respect to which ISO's are  exercisable
for the first time by a Participant during any calendar year (under this Plan or
under any other  incentive stock option plan of the Company or Subsidiary of the
Company) will not exceed $100,000 or such other amount as may be required by the
Code.  If the Fair Market  Value of Shares on the date of grant with  respect to
which  ISO's are  exercisable  for the first  time by a  Participant  during any
calendar year exceeds $100,000, then the Options for the first $100,000 worth of
Shares to become exercisable in such calendar year will be ISO's and the Options

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for the amount in excess of $100,000  that become  exercisable  in that calendar
year will be NQSO's.  In the event that the Code or the regulations  promulgated
thereunder  are amended after the  Effective  Date of this Plan to provide for a
different  limit on the Fair Market  Value of Shares  permitted to be subject to
ISO's, such different limit will be automatically  incorporated  herein and will
apply to any Options granted after the effective date of such amendment.        

            5.8  Modification,  Extension or Renewal.  The Committee may modify,
extend or renew  outstanding  Options and  authorize the grant of new Options in
substitution  therefor,  provided that, except as expressly  provided for in the
Plan or an Award Agreement, any such action may not, without the written consent
of a  Participant,  impair  any of such  Participant's  rights  under any option
previously  granted and (ii)  except as provided  for in Section 18 of the Plan,
options  issued  hereunder will not be repriced,  replaced or regranted  through
cancellation  or by lowering the Exercise  Price of a previously  granted  Award
without prior approval of the Company's  stockholders.  Any outstanding ISO that
is  modified,  extended,  renewed  or  otherwise  altered  will  be  treated  in
accordance with Section 424(h) of the Code.                                     

            5.9 Limitations on Exercise.  The Committee may specify a reasonable
minimum  number of Shares that may be  purchased  on any  exercise of an option,
provided that such minimum number will not prevent  Participant  from exercising
the option for the full number of Shares for which it is then exercisable.      

            5.10 No  Disqualification.  Notwithstanding  any other  provision in
this Plan, no term of this Plan relating to ISO's will be  interpreted,  amended
or altered,  nor will any  discretion  or authority  granted  under this Plan be
exercised,  so as to  disqualify  this Plan  under  Section  422 of the Code or,
without the consent of the  Participant  affected,  to disqualify  any ISO under
Section 422 of the Code.                                                        

            5.11  Lapsed  Grants.  Notwithstanding  anything  in the Plan to the
contrary,  the Company  may,  in its sole  discretion,  allow the  exercise of a
lapsed grant if the Company determines that: (i) the lapse was solely the result
of the  Company's  inability  to timely  execute the exercise of an option award
prior to its lapse, and (ii) the Participant  made valid and reasonable  efforts
to exercise the Award. In the event the Company makes such a determination,  the
Company shall allow the exercise to occur as promptly as possible  following its
receipt of exercise instructions subsequent to such determination.              

            5.12 Stock  Appreciation  Rights (SARs). In addition to the grant of
options,  as set forth above,  the  Committee  may also grant SARs to any person
eligible to be a  Participant,  which grant shall consist of a right that is the
economic  equivalent,  and in all other  regards is  identical to a stock option
that is permitted to be granted  under the Plan,  except that on the exercise of
such SAR, the  Participant  shall  receive  shares of Common Stock having a Fair
Market  Value  that is equal to the Fair  Market  Value of the  shares of Common
Stock that would be subject to such an option,  reduced by the amount that would
be required to be paid by the  Participant  as the purchase price on exercise of

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such option. A grant of a SAR shall be documented by means of an Award Agreement
(a "SAR Agreement")  containing the relevant terms and conditions of such grant.
For purposes of the  limitation on the number of shares of Common Stock that may
be subject to Stock  Options  granted to any  employee  during any one  calendar
year,  and for purposes of the  aggregate  limitation on the number of shares of
Common Stock that may be subject to grants under the Plan, SARs shall be treated
in the same manner as options would be treated.                                 

6. RESTRICTED STOCK.                                                

            6.1.  Restricted  Stock  Awards.  The  Committee  may  grant  to any
Participant  an Award of  Common  Stock in such  number of  shares,  and on such
terms,  conditions and  restrictions,  whether based on  performance  standards,
periods of service,  retention by the  Participant  of ownership of purchased or
designated  shares of Common Stock or other  criteria,  as the  Committee  shall
establish.  If the  Committee  determines  to make  performance-based  Awards of
restricted  Shares  under this Section 6 to "covered  employees"  (as defined in
Section  162(m) of the Code),  performance  targets will be limited to specified
levels of one or more of the Performance Factors specified in the definition set
forth in Section 24. The terms of any Restricted  Stock Award granted under this
Plan shall be set forth in an Award  Agreement  which shall  contain  provisions
determined by the Committee and not inconsistent with this Plan.                

            6.2 Issuance of Restricted  Shares. As soon as practicable after the
Date of Grant of a Restricted  Stock Award by the  Committee,  the Company shall
cause to be transferred on the books of the Company, or its agent, Common Stock,
registered  on behalf  of the  Participant,  evidencing  the  restricted  Shares
covered by the Award, but subject to forfeiture to the Company as of the Date of
Grant if an Award Agreement with respect to the Restricted Shares covered by the
Award is not  duly  executed  by the  Participant  and  timely  returned  to the
Company.  All  Common  Stock  covered by Awards  under  this  Section 6 shall be
subject to the restrictions,  terms and conditions contained in the Plan and the
Award Agreement  entered into by the Participant.  Until the lapse or release of
all  restrictions  applicable  to an  Award  of  restricted  Shares,  the  share
certificates  representing  such restricted Shares may be held in custody by the
Company, its designee, or, if the certificates bear a restrictive legend, by the
Participant.  Upon the lapse or release of all  restrictions  with respect to an
Award as described in Section 6.5, one or more share certificates, registered in
the name of the Participant,  for an appropriate number of shares as provided in
Section  6.5,  free of any  restrictions  set  forth in the  Plan and the  Award
Agreement shall be delivered to the Participant.                                

            6.3  Shareholder  Rights.  Beginning  on the  Date of  Grant  of the
Restricted  Stock  Award and  subject to  execution  of the Award  Agreement  as
provided in Section  6.2, the  Participant  shall  become a  shareholder  of the
Company with respect to all shares subject to the Award Agreement and shall have
all of the rights of a shareholder,  including, but not limited to, the right to
vote such shares and the right to receive dividends; provided, however, that any

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Common  Stock  distributed  as a  dividend  or  otherwise  with  respect  to any
restricted  Shares as to which the  restrictions  have not yet lapsed,  shall be
subject  to the  same  restrictions  as  such  restricted  Shares  and  held  or
restricted as provided in Section 6.2.                                          

            6.4 Restriction on  Transferability.  None of the restricted  Shares
may be  assigned or  transferred  (other than by will or the laws of descent and
distribution,  or to an inter vivos trust with respect to which the  Participant
is treated as the owner under  Sections  671 through 677 of the Code,  except to
the extent that Section 16 of the Exchange Act limits a  Participant's  right to
make  such  transfers),  pledged  or sold  prior to  lapse  of the  restrictions
applicable thereto.                                                             

            6.5  Delivery of Shares Upon  Vesting.  Upon  expiration  or earlier
termination of the forfeiture  period without a forfeiture and the  satisfaction
of or release from any other conditions prescribed by the Committee,  or at such
earlier time as provided under the  provisions of Section 6.7, the  restrictions
applicable to the restricted Shares shall lapse. As promptly as administratively
feasible thereafter, the Company shall deliver to the Participant or, in case of
the  Participant's  death, to the Participant's  Beneficiary,  one or more share
certificates for the appropriate  number of shares of Common Stock,  free of all
such restrictions, except for any restrictions that may be imposed by law.      

            6.6  Forfeiture of Restricted  Shares.  Subject to Sections 6.7, all
restricted  Shares shall be forfeited and returned to the Company and all rights
of the Participant with respect to such restricted Shares shall terminate unless
the  Participant  continues in the service of the Company or a Subsidiary  as an
employee  until the  expiration  of the  forfeiture  period for such  restricted
Shares  and  satisfies  any and all  other  conditions  set  forth in the  Award
Agreement.  The Committee shall determine the forfeiture  period (which may, but
need not, lapse in installments)  and any other terms and conditions  applicable
with respect to any Restricted Stock Award.                                     

            6.7 Waiver of Forfeiture Period.  Notwithstanding anything contained
in this Section 6 to the contrary,  the Committee  may, in its sole  discretion,
waive the  forfeiture  period  and any other  conditions  set forth in any Award
Agreement under appropriate  circumstances  (including the death,  Disability or
retirement of the  Participant  or a material  change in  circumstances  arising
after the date of an Award) and subject to such terms and conditions  (including
forfeiture of a proportionate  number of the restricted Shares) as the Committee
shall deem appropriate.                                                         

            6.8 Restricted Stock Unit Awards. Without limiting the generality of
the  foregoing  provisions  of this  Section  6,  and  subject  to  such  terms,
limitations  and   restrictions  as  the  Committee  may  impose,   Participants
designated  by the  Committee  may  receive  Awards of  Restricted  Stock  Units
representing  the right to receive  shares of Common Stock in the future subject
to the achievement of one or more goals relating to the completion of service by
the Participant  and/or the achievement of performance or other  objectives.  If
the Committee  determines to make  performance-based  Awards of Restricted Stock

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Units  under this  Section  6.8 to  "covered  employees"  (as defined in Section
162(m) of the Code),  performance targets will be limited to specified levels of
one or more of the Performance  Factors specified in the definition set forth in
Section 24.  Restricted Stock Unit Awards shall be subject to the  restrictions,
terms and conditions  contained in the Plan and the applicable  Award Agreements
entered into by the appropriate Participants.  Until the lapse or release of all
restrictions  applicable  to an Award of  Restricted  Stock Units,  no shares of
Common Stock shall be issued in respect of such Awards and no Participant  shall
have any rights as a  stockholder  of the Company  with respect to the shares of
Common  Stock  covered by such  Restricted  Stock Unit Award.  Upon the lapse or
release of all restrictions  with respect to a Restricted Stock Unit Award or at
a later date if distribution has been deferred,  one or more share certificates,
registered in the name of the Participant,  for an appropriate number of shares,
free of any  restrictions  set forth in the Plan and the related Award Agreement
shall be delivered to the  Participant.  A Participant's  Restricted  Stock Unit
Award  shall not be  contingent  on any  payment  by or  consideration  from the
Participant  other than the  rendering  of  services.  Notwithstanding  anything
contained in this Section 6.8 to the contrary,  the  Committee  may, in its sole
discretion,  waive the forfeiture  period and any other  conditions set forth in
any Award  Agreement  under  appropriate  circumstances  (including  the  death,
Disability  or  retirement  of the  Participant)  and  subject to such terms and
conditions  (including  forfeiture of a  proportionate  number of the Restricted
Stock Units) as the Committee shall deem appropriate.                           

7. PERFORMANCE AND OTHER STOCK-BASED AWARDS.                        

7.1 Performance Awards.                                 

            (a) Award Periods and Calculations of Potential  Incentive  Amounts.
            The  Committee  may  grant  Performance  Awards to  Participants.  A
            Performance  Award  shall  consist of the right to receive a payment
            (measured by the Fair Market  Value of a specified  number of shares
            of Common  Stock,  increases  in such Fair Market  Value  during the
            Award Period and/or a fixed cash amount)  contingent upon the extent
            to which  certain  predetermined  performance  targets have been met
            during an Award Period. The Award Period shall be two or more fiscal
            or calendar years as determined by the Committee.  The Committee, in
            its  discretion  and under such terms as it deems  appropriate,  may
            permit newly eligible  Participants,  such as those who are promoted
            or newly hired, to receive  Performance Awards after an Award Period
has commenced.                                          

            (b) Performance  Targets.  The performance  targets may include such
            goals related to the  performance of the Company or, where relevant,
            any  one or  more  of  its  Subsidiaries  or  divisions  and/or  the
            performance  of a Participant as may be established by the Committee
            in its  discretion.  In the case of  Performance  Awards to "covered
            employees" (as defined in Section  162(m) of the Code),  the targets
            will  be  limited  to  specified  levels  of  one  or  more  of  the
            Performance  Factors  specified  in  the  definition  set  forth  in

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            Section 24. The performance targets established by the Committee may
            vary for  different  Award Periods and need not be the same for each
            Participant receiving a Performance Award in an Award Period. Except
            to the extent inconsistent with the  performance-based  compensation
            exception  under  Section  162(m)  of  the  Code,  in  the  case  of
            Performance  Awards  granted to  employees  to whom such  section is
            applicable,  the  Committee,  in  its  discretion,  but  only  under
            extraordinary  circumstances  as  determined by the  Committee,  may
            change any prior  determination of performance targets for any Award
            Period  at any time  prior to the final  determination  of the Award
            when events or transactions  occur to cause the performance  targets
to be an inappropriate measure of achievement.          

            (c) Earning  Performance  Awards.  The  Committee,  at or as soon as
            practicable  after the Date of Grant,  shall  prescribe a formula to
            determine the percentage of the Performance Award to be earned based
            upon the degree of attainment of the applicable performance targets.

            (d)  Payment  of  Earned  Performance  Awards.  Payments  of  earned
            Performance  Awards  shall  be made in cash,  Common  Stock or Stock
            Units,  or a combination of cash,  Common Stock and Stock Units,  in
            the  discretion  of  the  Committee.  The  Committee,  in  its  sole
            discretion,  may  define,  and set  forth  in the  applicable  Award
            Agreement,  such terms and conditions with respect to the payment of
earned Performance Awards as it may deem desirable.     

            (e)  Termination  of  Service.  In  the  event  of  a  Participant's
            Termination  during an Award Period,  the Participant's  Performance
            Awards shall be forfeited except as may otherwise be provided in the
applicable Award Agreement.                             

            7.2. Grant of Other Stock-Based  Awards.  Other stock-based  awards,
consisting of stock purchase  rights (with or without loans to  Participants  by
the Company  containing such terms as the Committee shall determine),  Awards of
Common Stock, or Awards valued in whole or in part by reference to, or otherwise
based on,  Common  Stock,  may be granted  either  alone or in addition to or in
conjunction  with other Awards under the Plan.  Subject to the provisions of the
Plan,  the  Committee  shall have sole and complete  authority to determine  the
persons to whom and the time or times at which such  Awards  shall be made,  the
number of shares of Common Stock to be granted pursuant to such Awards,  and all
other  conditions  of the Awards.  Any such Award shall be confirmed by an Award
Agreement  executed by the Committee and the Participant,  which Award Agreement
shall contain such  provisions  as the  Committee  determines to be necessary or
appropriate to carry out the intent of this Plan with respect to such Award.    

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            7.3. Terms of Other Stock-Based Awards. In addition to the terms and
conditions specified in the Award Agreement, Awards made pursuant to Section 7.2
shall be subject to the following:                                              

            (a) Any Common  Stock  subject to Awards made under  Section 7.2 may
            not be sold, assigned, transferred,  pledged or otherwise encumbered
            prior to the date on which the shares are issued,  or, if later, the
            date on which any  applicable  restriction,  performance or deferral
period lapses; and                                      

            (b) If  specified  by the  Committee  in the  Award  Agreement,  the
            recipient  of an  Award  under  Section  7.2  shall be  entitled  to
            receive,  currently or on a deferred basis, interest or dividends or
            dividend  equivalents  with  respect  to the  Common  Stock or other
securities covered by the Award; and                    

            (c) The Award  Agreement  with  respect to any Award  shall  contain
            provisions  dealing with the  disposition of such Award in the event
            of the Participant's Termination prior to the exercise,  realization
            or payment of such Award, whether such termination occurs because of
            retirement,  Disability, death or other reason, with such provisions
        to take account of the specific nature and purpose of the Award.

8. PAYMENT FOR SHARE PURCHASES.                                     

            8.1 Payment.  Payment for Shares purchased pursuant to this Plan may
be made in cash (by check) or, where  expressly  approved for the Participant by
the Committee or where expressly  indicated in the Participant's Award Agreement
and where permitted by law:                                                     

            a.  by   cancellation   of   indebtedness  of  the  Company  to  the
Participant;                                                                    

            b. by  surrender  of shares  that  either:  (1) have  been  owned by
Participant  for more than six (6)  months  and have been  paid for  within  the
meaning of SEC Rule 144 (and, if such shares were  purchased from the Company by
use of a  promissory  note,  such note has been fully paid with  respect to such
shares); or (2) were obtained by Participant in the public market;              

            c. by  tender  of a  promissory  note  having  such  terms as may be
approved by the  Committee  and bearing  interest at a rate  sufficient to avoid
imputation of income under the Code;                                            

            d. by waiver of  compensation  due or accrued to the Participant for
services rendered;                                                              

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            e. with respect only to purchases  upon  exercise of an option,  and
provided that a public market for the Company's stock exists:                   

            (1)   through a "same day sale"  commitment from the Participant and
                  a broker-dealer  that is a member of the National  Association
                  of  Securities   Dealers  (an  "NASD   Dealer")   whereby  the
                  Participant  irrevocably  elects to exercise the option and to
                  sell a  portion  of the  Shares  so  purchased  to pay for the
                  Exercise  Price,  and  whereby  the  NASD  Dealer  irrevocably
                  commits  upon  receipt of such Shares to forward the  Exercise
Price directly to the Company; or           

            (2)   through a "margin"  commitment from the Participant and a NASD
                  Dealer whereby the Participant  irrevocably elects to exercise
                  the option and to pledge the Shares so  purchased  to the NASD
                  Dealer in a margin  account  as  security  for a loan from the
                  NASD Dealer in the amount of the Exercise  Price,  and whereby
                  the NASD  Dealer  irrevocably  commits  upon  receipt  of such
                  Shares to forward the Exercise  Price directly to the Company;
or                                          

            f. by any combination of the foregoing or other method authorized by
the Committee.                                                                  

      At its discretion,  the Committee may modify or suspend any method for the
exercise  of  stock  options,  including  any of the  methods  specified  in the
previous  sentence.  Delivery of shares for  exercising  an Option shall be made
either  through  the  physical  delivery  of shares or  through  an  appropriate
certification or attestation of valid ownership.                                

            8.2 Loan Guarantees.  Except as prohibited by law or regulation, the
Committee may authorize a guarantee by the Company of a third-party  loan to the
Participant for the purpose of purchasing Shares awarded under this Plan.       

9. WITHHOLDING TAXES                                                

            9.1  Withholding  Generally.  Whenever  Shares  are to be  issued in
satisfaction  of Awards  granted  under this Plan,  the  Company may require the
Participant  to remit to the Company an amount  sufficient  to satisfy  federal,
state  and local  withholding  tax  requirements  prior to the  delivery  of any
certificate or certificates for such Shares. Whenever, under this Plan, payments
in satisfaction of Awards are to be made in cash, such payment will be net of an
amount  sufficient  to  satisfy  federal,   state,  and  local  withholding  tax
requirements.                                                                   

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            9.2 Stock  Withholding.  When,  under  applicable law, a Participant
incurs tax  liability  in  connection  with the exercise or vesting of any Award
that is subject to tax  withholding  and the Participant is obligated to pay the
Company  the amount  required  to be  withheld,  the  Committee  may in its sole
discretion  allow  the  Participant  to  satisfy  the  minimum  withholding  tax
obligation by electing to have the Company withhold from the Shares to be issued
that  number of Shares  having a Fair Market  Value equal to the minimum  amount
required  to be  withheld,  determined  on the date that the amount of tax to be
withheld is to be  determined.  All  elections by a  Participant  to have Shares
withheld  for this  purpose  will be made in  accordance  with the  requirements
established  by the  Committee  and be in  writing in a form  acceptable  to the
Committee.                                                                      

      10.  PRIVILEGES OF STOCK  OWNERSHIP.  No Participant  will have any of the
rights of a  stockholder  with respect to any Shares until the Shares are issued
to the Participant.  After Shares are issued to the Participant, the Participant
will be a stockholder  and have all the rights of a stockholder  with respect to
such Shares,  including  the right to vote and receive all  dividends  or, other
distributions made or paid with respect to such Shares;  provided,  that if such
Shares are Restricted  Stock, then any new,  additional or different  securities
the  Participant  may become  entitled to receive with respect to such Shares by
virtue of a stock dividend,  stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided,  further, that the Participant will have no right to
retain such stock dividends or stock  distributions  with respect to Shares that
are repurchased at the  Participant's  Purchase Price or Exercise Price pursuant
to Section 12.                                                                  

11. TRANSFERABILITY.                                                

            11.1  Non-Transferability  of Options.  No Option  granted under the
Plan shall be transferable  by the Participant  otherwise than by will or by the
laws of descent and  distribution,  and such option right shall be  exercisable,
during the Participant's lifetime, only by the Participant.  Notwithstanding the
foregoing,  the  Committee  may set forth in an Award  Agreement  at the time of
grant or thereafter,  that the Options (other than Incentive  Stock Options) may
be  transferred  to members of the  Participant's  immediate  family,  to trusts
solely for the benefit of such immediate  family members and to  partnerships or
limited  liability  companies in which such family members and/or trusts are the
only partners or members, as the case may be. For this purpose, immediate family
means the Participant's spouse, parents, children,  stepchildren,  grandchildren
and legal dependants. Any transfer of options made under this provision will not
be effective until notice of such transfer is delivered to the Company.         

            11.2 Rights of Transferee.  Notwithstanding anything to the contrary
herein, if an option has been transferred in accordance with Section 11.1 above,
the option  shall be  exercisable  solely by the  transferee.  The option  shall
remain  subject  to the  provisions  of the  Plan,  including  that  it  will be
exercisable  only to the extent that the  Participant  or  Participant's  estate
would have been entitled to exercise it if the  Participant  had not transferred
the Option. In the event of the death of the Participant prior to the expiration
of the right to exercise the  transferred  option,  the period  during which the
option shall be exercisable  will terminate on the date 12 months  following the
date of the  Participant's  death.  In no event will the  option be  exercisable
after the  expiration of the exercise  period set forth in the Award  Agreement.
The Option shall be subject to such other rules  relating to  transferees as the
Committee shall determine.                                                      

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      12.  RESTRICTIONS  ON SHARES.  At the  discretion  of the  Committee,  the
Company may reserve to itself and/or its  assignee(s)  in the Award  Agreement a
right to  repurchase a portion of or all Unvested  Shares held by a  Participant
following  such  Participant's  Termination  at any time within three (3) months
after  the  later of  Participant's  Termination  Date and the date  Participant
purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be.                                                                         

      13.  CERTIFICATES.   All  certificates  for  Shares  or  other  securities
delivered under this Plan will be subject to such stock transfer orders, legends
and  other  restrictions,  consistent  with  the  terms  of the  Awards,  as the
Committee may deem  necessary or  advisable,  including  restrictions  under any
applicable federal,  state or foreign securities law, or any rules,  regulations
and other  requirements of the SEC or any stock exchange or automated  quotation
system upon which the Shares may be listed or quoted.                           

      14.  ESCROW;   PLEDGE  OF  SHARES.   To  enforce  any  restrictions  on  a
Participant's  Shares,  the Committee may require the Participant to deposit all
certificates   representing   Shares,   together  with  stock  powers  or  other
instruments  of transfer  approved by the Committee,  appropriately  endorsed in
blank,  with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend  or  legends   referencing   such   restrictions  to  be  placed  on  the
certificates.  Any  Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required  to pledge and  deposit  with the  Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory  note;  provided,  however,  that the Committee may
require or accept other or additional  forms of collateral to secure the payment
of such  obligation  and,  in any event,  the  Company  will have full  recourse
against the Participant under the promissory note  notwithstanding any pledge of
the Participant's  Shares or other collateral.  In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee  will from time to time approve.  In the
discretion of the  Committee,  the pledge  agreement may provide that the Shares
purchased with the promissory note may be released from the pledge on a pro rata
basis as the promissory note is paid.                                           

      15. EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or from
time to  time,  authorize  the  Company,  with  the  consent  of the  respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all  outstanding  Awards.  The  Committee  may at any  time buy from a
Participant an Award previously  granted with payment in cash, Shares (including
Restricted Stock) or other consideration,  based on such terms and conditions as
the Committee and the Participant may agree.                                    

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      16. SECURITIES LAW AND OTHER REGULATORY  COMPLIANCE.  An Award will not be
effective  unless such Award is in compliance  with all  applicable  federal and
state securities  laws, rules and regulations of any governmental  body, and the
requirements of any stock exchange or automated  quotation system upon which the
Shares may then be listed or quoted,  as they are in effect on the date of grant
of the Award and also on the date of exercise or other issuance. However, in the
event that an Award is not effective as discussed in the preceding sentence, the
Company will use reasonable  efforts to modify,  revise or renew such Award in a
manner so as to make the Award effective. Notwithstanding any other provision in
this Plan, the Company will have no obligation to issue or deliver  certificates
for  Shares  under  this  Plan  prior  to:  (a)  obtaining  any  approvals  from
governmental  agencies that the Company  determines  are necessary or advisable;
and/or (b) completion of any registration or other  qualification of such Shares
under any state or  federal  law or  ruling  of any  governmental  body that the
Company  determines to be necessary or  advisable.  The Company will be under no
obligation to register the Shares with the SEC or to effect  compliance with the
registration,  qualification  or listing  requirements  of any state  securities
laws, stock exchange or automated quotation system, and the Company will have no
liability for any inability or failure to do so.                                

      17. NO  OBLIGATION  TO EMPLOY.  Nothing in this Plan or any Award  granted
under this Plan will confer or be deemed to confer on any  Participant any right
to continue in the employ of, or to continue any other  relationship  with,  the
Company or any  Subsidiary  of the  Company or limit in any way the right of the
Company or any Subsidiary of the Company to terminate  Participant's  employment
or other relationship at any time, with or without cause.                       

18. CORPORATE TRANSACTIONS.                                         

            18.1  Assumption  or  Replacement  of  Awards  by  Successor.  If  a
Change-of-Control Event occurs:                                                 

            (i)   the successor company in any  Change-of-Control  Event may, if
                  approved   in   writing   by  the   Committee   prior  to  any
Change-of-Control Event:                    

                  (1)   substitute  equivalent  options  or  Awards  or  provide
                        substantially  similar  consideration to Participants as
                        was provided to stockholders  (after taking into account
          the existing provisions of the Awards), or

                  (2)   issue,  in place of  outstanding  Shares of the  Company
                        held by the Participant, substantially similar shares or
                        substantially  similar other securities or substantially
                        similar   other    property    subject   to   repurchase
                  restrictions no less favorable to the Participant.

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            (ii)  Notwithstanding  anything  in this Plan to the  contrary,  the
                  Committee  may,  in its  sole  discretion,  provide  that  the
                  vesting of any or all options and Awards  granted  pursuant to
                  this   Plan   will   accelerate   immediately   prior  to  the
                  consummation  of a  Change-of-Control  Event. If the Committee
                  exercises  such  discretion  with  respect  to  Options,  such
                  options  will  become   exercisable   in  full  prior  to  the
                  consummation of such event at such time and on such conditions
                  as the  Committee  determines,  and if  such  Options  are not
                  exercised prior to the consummation of such event,  they shall
          terminate at such time as determined by the Committee.

            18.2  Other   Treatment  of  Awards.   Subject  to  any  rights  and
limitations  set forth in Section 18.1, if a  Change-of-Control  Event occurs or
has  occurred,  any  outstanding  Awards  will be  treated  as  provided  in the
applicable agreement or plan of merger, consolidation, dissolution, liquidation,
or sale of assets constituting the Change-of-Control Event.                     

            18.3 Assumption of Awards by the Company. The Company,  from time to
time,  also may  substitute  or assume  outstanding  awards  granted  by another
company,  whether in  connection  with an  acquisition  of such other company or
otherwise,  by either (a) granting an Award under this Plan in  substitution  of
such other company's award, or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed  award could be applied to an Award
granted under this Plan. Such  substitution or assumption will be permissible if
the holder of the  substituted  or assumed  award would have been eligible to be
granted an Award  under this Plan if the other  company had applied the rules of
this Plan to such  grant.  If the  Company  assumes an award  granted by another
company,  the terms and conditions of such award will remain  unchanged  (except
that the  exercise  price and the  number  and  nature of Shares  issuable  upon
exercise of any such option will be adjusted  appropriately  pursuant to Section
424(a) of the Code).  If the  Company  elects to grant a new Option  rather than
assuming an  existing  option,  such new Option may be granted  with a similarly
adjusted Exercise Price.                                                        

            18.4  Adjustment  of  Shares.  In  the  event  that  the  number  of
outstanding  shares is  changed  by a stock  dividend,  recapitalization,  stock
split,  reverse  stock  split,  subdivision,  combination,  reclassification  or
similar change in the capital  structure of the Company  without  consideration,
then (a) the number of Shares  reserved  for issuance  under this Plan,  (b) the
Exercise Prices of and number of Shares subject to outstanding  Options, and (c)
the number of Shares subject to other outstanding Awards will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the
Company and compliance with applicable securities laws; provided,  however, that
fractions  of a Share will not be issued but will  either be  replaced by a cash
payment  equal to the Fair Market  Value of such  fraction of a Share or will be
rounded up to the nearest whole Share, as determined by the Committee.          

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      19. ADOPTION AND STOCKHOLDER APPROVAL.  This Plan will become effective on
the  date  that  this  Plan is  approved  by the  stockholders  of the  Company,
consistent with applicable laws (the "Effective Date").                         

      20. TERM OF PLAN. Unless earlier terminated as provided herein,  this Plan
will  terminate  ten (10) years from the date this Plan is adopted by the Board.
The expiration of the Plan, however, shall not affect the rights of Participants
under Options  theretofore granted to them, and all unexpired options and Awards
shall continue in force and operation after  termination of the Plan,  except as
they may lapse or be terminated by their own terms and conditions.              

      21.  AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate
or amend this Plan in any respect,  including without  limitation,  amendment of
any form of Award Agreement or instrument to be executed  pursuant to this Plan;
provided,  however,  that the Board will not,  (i) without  the  approval of the
stockholders  of the Company,  amend this Plan in any manner that applicable law
or regulation  requires such stockholder  approval,  or (ii) without the written
consent  of the  Participant  substantially  alter or impair any Option or Award
previously granted under the Plan.  Notwithstanding the foregoing,  if an option
has been transferred in accordance with the terms of this Plan,  written consent
of the transferee (and not the Participant)  shall be necessary to substantially
alter or impair any option or Award previously granted under the Plan.          

      22.  EFFECT  OF  SECTION  162(M) OF THE CODE.  The  Plan,  and all  Awards
designated by the Committee as "performance-based  compensation" for purposes of
Section  162(m) of the Code are  intended to be exempt from the  application  of
Section 162(m) of the Code,  which  restricts  under certain  circumstances  the
Federal  income  tax  deduction  for  compensation  paid by a public  company to
certain  executives in excess of $1 million per year. The Committee may, without
stockholder  approval (unless otherwise required to comply with Rule 16b-3 under
the  Exchange  Act  or  in  accordance  with   applicable   market  or  exchange
requirements),  amend the Plan retroactively  and/or prospectively to the extent
it determines necessary in order to comply with any subsequent  clarification of
Section 162(m) of the Code required to preserve the Company's Federal income tax
deduction  for  compensation  paid  pursuant to the Plan. To the extent that the
Committee  determines  as of the Date of Grant of an Award that (i) the Award is
intended  to  comply  with  Section  162(m)  of the Code and (ii) the  exemption
described  above is no longer  available with respect to such Award,  such Award
shall not be effective  until any  stockholder  approval  required under Section
162(m) of the Code has been  obtained.  Notwithstanding  the  foregoing,  if the
Committee  deems it to be in the best  interest of the  Company,  the  Committee
retains the  discretion  to make such Awards  under the Plan that may not comply
with the requirements of Section 162(m) of the Code.                            

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23. GENERAL.                                                        

            23.1 Additional  Provisions of an Award.  Awards under the Plan also
may be  subject to such  other  provisions  (whether  or not  applicable  to the
benefit  awarded  to  any  other   Participant)  as  the  Committee   determines
appropriate including, without limitation,  provisions to assist the Participant
in financing the purchase of Stock upon the exercise of options,  provisions for
the forfeiture of or  restrictions  on resale or other  disposition of shares of
Stork  acquired  under any Award,  provisions  giving the  Company  the right to
repurchase shares of Stock acquired under any Award in the event the Participant
elects to dispose of such  shares,  provisions  which  restrict a  Participant's
ability to sell  Shares for a period of time under  certain  circumstances,  and
provisions  to comply  with  Federal and state  securities  laws and Federal and
state tax withholding  requirements.  Any such provisions  shall be reflected in
the  applicable  Award  Agreement.  In  addition,  the  Committee  may,  in  its
discretion,  provide  in  an  Award  Agreement  that,  in  the  event  that  the
Participant engages,  within a specified period after termination of employment,
in certain activity specified by the Committee that is deemed detrimental to the
interests  of the  Company  (including,  but not  limited  to, the breach of any
non-solicitation   and/or   non-compete   agreements  with  the  Company),   the
Participant will forfeit all rights under any Options that remain outstanding as
of the time of such act and will  return to the Company an amount of shares with
a Fair Market Value  (determined as of the date such shares are returned)  equal
to the amount of any gain realized upon the exercise of any Option that occurred
within a specified time period.                                                 

            23.2.  Claim to  Awards  and  Employment  Rights.  Unless  otherwise
expressly  agreed in writing by the  Company,  no employee or other person shall
have any claim or right to be granted an Award  under the Plan or,  having  been
selected  for the grant of an  Award,  to be  selected  for a grant of any other
Award.  Neither the Plan nor any action  taken  hereunder  shall be construed as
giving any  Participant any right to be retained in the employ or service of the
Company, a Subsidiary or an Affiliate.                                          

            23.3. Designation and Change of Beneficiary.  Each Participant shall
file with the  Committee  a written  designation  of one or more  persons as the
beneficiary who shall be entitled to receive the amounts payable with respect to
an Award of  Restricted  Stock,  if any,  due under the Plan upon his  death.  A
Participant may, from time to time, revoke or change his beneficiary designation
without the consent of any prior  beneficiary by filing a new  designation  with
the  Committee.  The last such  designation  received by the Committee  shall be
controlling;  provided,  however,  that no designation,  or change or revocation
thereof,  shall be  effective  unless  received  by the  Committee  prior to the
Participant's death, and in no event shall it be effective as of a date prior to
such receipt.  If no beneficiary  designation is filed by the  Participant,  the
beneficiary  shall be deemed to be his or her spouse or, if the  Participant  is
unmarried at the time of death, his or her estate.                              

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            23.4. Payments to Persons Other Than Participants.  If the Committee
shall  find that any  person to whom any  amount  is  payable  under the Plan is
unable to care for his or her affairs  because of illness or  accident,  or is a
minor, or is otherwise  legally  incompetent or  incapacitated or has died, then
any  payment due to such person or such  person's  estate  (unless a prior claim
therefor has been made by a duly  appointed  legal  representative)  may, if the
Committee  so directs  the  Company,  be paid to such  person's  spouse,  child,
relative,  an institution  maintaining or having custody of such person,  or any
other person deemed by the Committee, in its absolute discretion, to be a proper
recipient  on behalf of such person  otherwise  entitled  to  payment.  Any such
payment shall be a complete  discharge of the liability of the Committee and the
Company therefor.                                                               

            23.5. No Liability of Committee Members.  No member of the Committee
shall be  personally  liable  by  reason  of any  contract  or other  instrument
executed by such Committee member or on his or her behalf in his or her capacity
as a member of the Committee nor for any mistake of judgment made in good faith,
and the Company  shall  indemnify and hold harmless each member of the Committee
and each other employee,  officer or director of the Company to whom any duty or
power  relating  to the  administration  or  interpretation  of the  Plan may be
allocated or delegated,  against any cost or expense (including counsel fees) or
liability  (including  any sum paid in settlement of a claim) arising out of any
act or omission to act in  connection  with the Plan unless  arising out of such
person's own fraud or willful bad faith; provided, however, that approval of the
Board shall be required for the payment of any amount in  settlement  of a claim
against any such person.  The foregoing  right of  indemnification  shall not be
exclusive  of any other rights of  indemnification  to which such persons may be
entitled under the Company's  Articles of Incorporation or By-Laws,  as a matter
of law, or otherwise,  or any power that the Company may have to indemnify  them
or hold them harmless.                                                          

            23.6.  Governing Law. The Plan and all agreements hereunder shall be
governed by and construed in  accordance  with the internal laws of the State of
Delaware without regard to the principles of conflicts of law thereof.          

            23.7.  Funding.  No provision of the Plan shall require the Company,
for the purpose of satisfying any obligations under the Plan, to purchase assets
or place any assets in a trust or other entity to which  contributions  are made
or otherwise to segregate any assets,  nor shall the Company  maintain  separate
bank accounts, books, records or other evidence of the existence of a segregated
or separately  maintained or administered  fund for such purposes.  Participants
shall have no rights under the Plan other than as general unsecured creditors of
the Company,  except that insofar as they may have become entitled to payment of
additional  compensation  by performance  of services,  they shall have the same
rights as other employees under general law.                                    

            23.8.  Reliance on Reports.  Each member of the  Committee  and each
member of the Board shall be fully  justified  in relying,  acting or failing or
refusing to act,  and shall not be liable for having so relied,  acted or failed
or refused to act in good faith, upon any report made by the independent  public
accountant of the Company and its subsidiaries and Affiliates and upon any other
information furnished in connection with the Plan by any person or persons other
than himself.                                                                   

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            23.9.  Relationship  to Other  Benefits.  No payment  under the Plan
shall be taken into  account in  determining  any  benefits  under any  pension,
retirement, profit sharing, group insurance or other benefit plan of the Company
or any Subsidiary except as otherwise specifically provided in such other plan. 

            23.10.  Expenses.  The expenses of  administering  the Plan shall be
borne by the Company and its Subsidiaries and Affiliates.                       

            23.11.  Pronouns.  Masculine  pronouns  and other words of masculine
gender shall refer to both men and women.                                       

            23.12. Titles and Headings.  The titles and headings of the sections
in the Plan are for  convenience  of  reference  only,  and in the  event of any
conflict,  the text of the Plan,  rather  than such  titles  or  headings  shall
control.                                                                        

            23.13. Termination of Employment.  For all purposes herein, a person
who  transfers  from  employment  or service with the Company to  employment  or
service with a Subsidiary or Affiliate or vice versa shall not be deemed to have
terminated employment or service with the Company, a Subsidiary or Affiliate.   

            23.14  Nonexclusivity of the Plan. Neither the adoption of this Plan
by the Board, the submission of this Plan to the stockholders of the Company for
approval,  nor any  provision  of this Plan will be  construed  as creating  any
limitations on the power of the Board to adopt such incentive arrangements as it
may deem desirable, including, without limitation, the granting of stock options
and bonuses  otherwise than under this Plan, and such arrangements may be either
generally applicable or applicable only in specific cases.                      

            23.15 Employees Based Outside of the United States.  Notwithstanding
any  provision  of the Plan to the  contrary,  in order to  foster  and  promote
achievement of the purposes of the Plan or to comply with  provisions of laws in
other  countries  in which the Company,  its  Affiliates,  and its  Subsidiaries
operate or have employees, the Committee, in its sole discretion, shall have the
power and authority to (i) determine which employees employed outside the United
States  are  eligible  to  participate  in the Plan,  (ii)  modify the terms and
conditions of Awards  granted to employees  who are employed  outside the United
States,  and (iii) establish  subplans (through the addition of schedules to the
Plan or  otherwise),  modify  option  exercise  procedures  and other  terms and
procedures to the extent such actions may be necessary or advisable.            

      24.  DEFINITIONS.  As used in this Plan, the following terms will have the
following meanings:                                                             

      "Affiliate"  means  any  entity  in which  the  Company  has an  ownership
interest of at least 20%.                                           

A-20

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      "Award" means any award under this Plan, including any Option,  Restricted
Stock or Stock Bonus.                                               

      "Award  Agreement"  means,  with respect to each Award, the signed written
      agreement between the Company and the Participant  setting forth the terms
and conditions of the Award.                                        

"Board" means the Board of Directors of the Company.                

      "Cause"  means the  Company,  a Subsidiary  or  Affiliate  having cause to
      terminate  a  Participant's  employment  or  service  under  any  existing
      employment,  consulting or any other agreement between the Participant and
      the Company or a  Subsidiary  or  Affiliate  or, in the absence of such an
      employment,  consulting or other agreement,  upon (i) the determination by
      the Committee that the Participant has ceased to perform his duties to the
      Company,  a  Subsidiary  or  Affiliate  (other  than  as a  result  of his
      incapacity  due to physical or mental  illness or injury),  which  failure
      amounts  to an  intentional  and  extended  neglect  of his duties to such
      party, (ii) the Committee's determination that the Participant has engaged
      or is about to engage in conduct  materially  injurious to the company,  a
      Subsidiary or Affiliate or (iii) the Participant  having been convicted of
     a felony or a misdemeanor carrying a jail sentence of six months or more.

      "Change-of-Control  Event" means the  occurrence of any one or more of the
      following events:  (i) there shall have been a change in a majority of the
      Board of Directors of the Company within a two (2) year period, unless the
      appointment  of a director or the nomination for election by the Company's
      stockholders  of each new  director was approved by the vote of a majority
      of the directors  then still in office who were in office at the beginning
      of such two (2) year period,  or (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.                                           

      "Code" means the Internal  Revenue Code of 1986, as amended.  Reference in
      the  Plan to any  section  of the Code  shall be  deemed  to  include  any
      amendments  or successor  provisions  to such section and any  regulations
under such section.                                                 

      "Common Stock" means the outstanding  common stock,  par value $0.0001 per
      share,  of the  Company,  or any  other  class of  securities  into  which
      substantially all the Common Stock is converted or for which substantially
all the Common Stock is exchanged.                                  

A-21

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      "Committee" means the Compensation  Committee,  the Stock Option Committee
      or such other committee appointed by the Board consisting solely of two or
more Outside Directors or the Board.                                

      "Company" means the Clarus  Corporation,  a Delaware  corporation,  or any
successor corporation.                                              

      "Disability"  or  "Disabled"  means a  disability,  whether  temporary  or
      permanent, partial or total, as determined in good faith by the Committee.

 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Exercise  Price"  means  the  price at which a holder  of an  Option  may
purchase the Shares issuable upon exercise of the Option.           

      "Fair Market  Value"  means,  as of any date,  the value of a share of the
Company's Common Stock determined as follows:                       

            a.    if such Common Stock is publicly  traded and is then listed on
                  a  national  securities  exchange  (i.e.  The New  York  Stock
                  Exchange),  its closing price on the date of  determination on
                  the principal national securities exchange on which the Common
                  Stock is listed or admitted  to trading,  and if there were no
                  trades on such date, on the day on which a trade occurred next
preceding such date;                        

            b.    if such Common Stork is publicly  traded and is then quoted on
                  the NASDAQ  National  Market,  its closing price on the NASDAQ
                  National  Market on the date of  determination  as reported in
                  The Wall Street  Journal,  and if there were no trades on such
                  date, on the day on which a trade occurred next preceding such
date;                                       

            c.    if such Common  Stock is publicly  traded but is not quoted on
                  the NASDAQ  National  market nor listed or admitted to trading
                  on a national securities exchange,  the average of the closing
                  bid and asked prices on the date of  determination as reported
                  in The Wall  Street  Journal  or, if not  reported in The Wall
                  Street  Journal,  as reported by any  reputable  publisher  or
                  quotation  service,  as  determined  by the  Committee in good
                  faith, and if there were no trades on such date, on the day on
    which a trade occurred next preceding such date;

            d.    if none of the  foregoing is  applicable,  by the Committee in
                  good faith  based upon  factors  available  at the time of the
                  determination,  including, but not limited to, capital raising
activities of the Company.                  

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      "Insider"  means an officer or director of the Company or any other person
      whose transactions in the Company's Common Stock are subject to Section 16
of the Exchange Act.                                                

"NASD Dealer" has the meaning set forth in section 8(e).            

"NQSO's" has the meaning set forth in Section 5.                    

      "Option"  means an award of an  option  to  purchase  Shares  pursuant  to
Section 5.                                                          

      "Outside Director" means a person who is both (i) a "nonemployee director"
      within the meaning of Rule 16b-3 under the Exchange  Act, or any successor
      rule or regulation  and (ii) an "outside  director"  within the meaning of
Section 162(m) of the Code.                                         

"Participant" means a person who receives an Award under this Plan. 

      "Performance  Award" means an Award of Shares,  or cash in lieu of Shares,
pursuant to Section 7.                                              

      "Performance  Factors"  means the factors  selected by the Committee  from
      time to time,  including,  but not limited to, the  following  measures to
      determine  whether the performance  goals established by the Committee and
      applicable to Awards have been satisfied:  revenue;  net revenue;  revenue
      growth; net revenue growth; earnings before interest,  taxes, depreciation
      and amortization  ("EBITDA");  adjusted EBITDA; EBITDA growth and adjusted
      EBITDA growth;  funds from  operations;  funds from  operations per share;
      operating  income (loss);  operating  income growth;  operating cash flow;
      adjusted  operating  cash flow return on income;  net  income;  net income
      growth;  pre- or after-tax income (loss); cash available for distribution;
      cash available for  distribution  per share;  cash and/or cash equivalents
      available for operations;  net earnings (loss); earnings (loss) per share;
      earnings per share growth; return on equity; return on assets; share price
      performance  (based on historical  performance  or in relation to selected
      organizations or indices);  total  shareholder  return;  total shareholder
      return growth;  economic value added;  improvement in cash-flow (before or
      after tax);  successful  capital raises;  and  confidential  business unit
objectives.                                                         

      "Performance  Period"  means  the  period  of  service  determined  by the
      Committee,  not to exceed  five  years,  during  which years of service or
      performance is to be measured for  Restricted  Stock Awards or Performance
Awards.                                                             

      "Plan" means Clarus Corporation 2005 Stock Incentive Plan, as amended from
time to time.                                                       

    "Restricted Stock Award" means an award of Shares pursuant to Section 6.

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"SEC" means the Securities and Exchange Commission.                 

"Securities Act" means the Securities Act of 1933, as amended.      

      "Shares" means shares of the Company's  Common Stock reserved for issuance
      under this Plan,  as adjusted  pursuant  to Section 18, and any  successor
security.                                                           

      "Stock  Unit" means an Award  giving the right to receive  Shares  granted
under either Section 6.8 or Section 7 of the Plan.                  

      "Subsidiary"  means any  corporation or other legal entity (other than the
      Company) in an unbroken chain of corporations  and/or other legal entities
      beginning with the Company if each of the  corporations and entities other
      than the last  corporation  or entity in the  unbroken  chain owns  stock,
      other equity  securities or other equity interests  possessing 50% or more
      of the total combined  voting power of all classes of stock,  other equity
      securities or other equity  interests in one of the other  corporations or
entities in such chain.                                             

"Ten Percent Stockholder" has the meaning set forth in Section 5.2. 

      "Termination"  or  "Terminated"  means,  for  purposes  of this  Plan with
      respect to a Participant,  that the  Participant has for any reason ceased
      to  provide  services  as  an  employee,  officer,  director,  consultant,
      independent  contractor,  or advisor to the Company or  Subsidiary  of the
      Company. An employee will not be deemed to have ceased to provide services
      in the case of (i) sick leave,  (ii)  military  leave,  or (iii) any other
      leave of absence approved by the Committee,  provided,  that such leave is
      for a period  of not  more  than 90 days,  unless  re-employment  upon the
      expiration  of such leave is  guaranteed  by contract or statute or unless
      provided  otherwise pursuant to formal policy adopted from time to time by
      the Company and issued and  promulgated  to employees  in writing.  In the
      case of any employee on an approved  leave of absence,  the  Committee may
      make such provisions  respecting  suspension of vesting of the Award while
      on leave from the employ of the  Company  or a  Subsidiary  as it may deem
      appropriate,  except that in no event may an Option be exercised after the
      expiration  of the term set forth in the option  agreement.  The Committee
      will have sole discretion to determine whether a Participant has ceased to
      provide services and the effective date on which the Participant ceased to
provide services (the "Termination Date").                          

      "Unvested  Shares"  means  "Unvested  Shares"  as  defined  in  the  Award
Agreement.                                                          

    "Vested Shares" means "Vested Shares" as defined in the Award Agreement.

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 [FORM OF PROXY-FRONT SIDE OF TOP PORTION]

CLARUS CORPORATION
 ANNUAL MEETING OF STOCKHOLDERS, JUNE 21, 2005
 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

      The  undersigned  hereby appoints Warren B. Kanders and Nigel P. Ekern, as
proxies  each with full power of  substitution,  and hereby  authorizes  them to
appear  and vote as  designated  below,  all  shares of  Common  Stock of Clarus
Corporation  held on record by the  undersigned  on May 10, 2005,  at the Annual
Meeting  of  Stockholders  to be held on June 21,  2005,  at 2:00  p.m.  Eastern
Daylight Time, at One Landmark Square, 22nd Floor,  Stamford,  Connecticut 06901
and any adjournments or postponements thereof and upon any and all matters which
may properly be brought before the meeting or any  adjournments or postponements
thereof, thereby revoking all former proxies.                                   

 THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.

The undersigned hereby directs this Proxy to be voted:  

1. Election of Directors                                                        

Burtt R. Ehrlich                                        
Donald L. House                                         
Warren B. Kanders                                       
Nicholas Sokolow                                        

FOR                                WITHHOLD AUTHORITY   
          the election as directors of       to vote for all nominees listed
all nominees listed above          above                

WITHHOLD  AUTHORITY TO VOTE FOR ANY  INDIVIDUAL  NOMINEE.  WRITE THE NAME OF THE
NOMINEE FOR WHICH AUTHORITY TO VOTE IS BEING WITHHELD ON THE LINE BELOW.        

--------------------------------------------------------------------------------

2. Approval of 2005 Stock Incentive Plan                                        

------------------------ ----------------------------- -------------------------
 FOR                       AGAINST                   ABSTAIN

------------------------ ----------------------------- -------------------------

 IMPORTANT: PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.

DEF 14A Last Page of 67 TOC 1st Previous Next ↓Bottom Just 67th
 (Continued from the other side)

Shares represented by this Proxy will be voted at the meeting in accordance with
the stockholder's  specifications above. Unless otherwise specified,  the shares
will be voted "for" each proposal. The Proxy confers discretionary  authority in
respect to matters  not known or  determined  at the time of the  mailing of the
notice of the Annual Meeting of Stockholders to the undersigned.                

         Date:______________________________, 2005

       ---------------------------------------
Signature of Stockholder        

       ---------------------------------------
(Signature if held jointly)     

                        NOTE:  PLEASE  MARK,  SIGN,  DATE AND RETURN  THIS PROXY
                        PROMPTLY  USING THE ENCLOSED  ENVELOPE.  WHEN SHARES ARE
                        HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
                        ATTORNEY, EXECUTOR, ADMINISTRATOR,  TRUSTEE OR GUARDIAN,
                        PLEASE  GIVE FULL  TITLE AS SUCH.  IF A  CORPORATION  OR
                        PARTNERSHIP,  PLEASE SIGN IN  CORPORATE  OR  PARTNERSHIP
NAME BY AN AUTHORIZED PERSON.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEF 14A’ Filing	Date	First	Last	Other Filings

	4/11/13	11
	3/10/07	20
	6/21/06	39	40
	3/10/06	20		10-K, 11-K
	1/13/06	39
	12/6/05	30
	11/25/05	30
For Period End:	6/21/05	3	66	8-K
	5/16/05	5
	5/10/05	4	66
Filed on / Effective on:	5/2/05			10-K/A
	4/11/05	32		8-K
	3/15/05	20		10-K, 4, 8-K
	3/10/05	20
	2/28/05	9		SC 13G/A
	2/14/05	9		SC 13G/A
	2/9/05	9		SC 13G/A
	12/31/04	10	39	10-K, 10-K/A
	6/24/04	13	15	8-K, DEF 14A
	3/11/04	18		10-K, 8-K
	3/10/04	20		4, 8-K
	12/31/03	17	18	10-K, 10-K/A
	12/18/03	31
	4/11/03	30		4
	11/25/02	25	30
	12/31/00	27		10-K, 11-K, NT 11-K
	5/31/00	10		8-K, 8-K/A
				List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/07/24  Clarus Corp.                      10-K       12/31/23  123:16M                                    Toppan Merrill Bridge/FA
 2/27/23  Clarus Corp.                      10-K       12/31/22  110:24M                                    Toppan Merrill/FA
 3/07/22  Clarus Corp.                      10-K       12/31/21  114:14M                                    Toppan Merrill/FA
 4/05/21  Clarus Corp.                      10-K/A     12/31/20   12:672K                                   Toppan Merrill/FA
 3/08/21  Clarus Corp.                      10-K       12/31/20  110:21M                                    Toppan Merrill/FA

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Filing Submission 0001144204-05-013615 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Black Diamond, Inc. – ‘DEF 14A’ for 6/21/05

On: Monday, 5/2/05, at 4:26pm ET · Effective: 5/2/05 · For: 6/21/05 · Accession #: 1144204-5-13615 · File #: 0-24277

Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents