www.sec.gov/Archives/edgar/data/913277/0000950136-03-00 -
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Published on: 4/16/2003
Last Visited: 4/18/2003
NIGEL P. EKERN has been Chief Administrative Officer and Secretary of CLARUS CORP since December 2002.From January 2000 until joining CLARUS CORP, 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.
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Nigel P. Ekern
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Nigel P. Ekern
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Nigel P. Ekern
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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 2002, Mr. Ekern received an aggregate base salary of $17,949.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 the our stock incentive plans and other bonus plans adopted by us based on his performance and Clarus' performance.Under the terms of his employment agreement with us, Mr. Ekern received options to purchase up to 200,000 shares of CLARUS CORP'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.
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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 for a three-year term that will expire on November 25, 2005, subject to early termination.The agreement provides for an annual base salary of $175,000.Under the terms of his employment agreement with us, Mr. Ekern received options to purchase up to 200,000 shares of CLARUS CORP'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 the 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 CLARUS CORP 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 CLARUS CORP without "cause," he is entitled to receive his base compensation for (i) six months after such termination, if such termination occurs prior to June 30, 2003; and (ii) twelve months after such termination, if such termination occurs after June 30, 2003.Mr. Ekern has also agreed to certain confidentiality and non-competition provisions.
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NIGEL P. EKERN SECRETARY EXHIBIT A
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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 1, 2003, at the Annual Meeting of Stockholders to be held on June 19, 2003, at 10:00 A.M., New York City time, at The Metropolitan Club, One East 60th Street, New York, NY 10022 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.
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