Black Diamond, Inc. (NASDAQ:BDE) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On June 1, 2017, Black Diamond, Inc. (the Company) entered into
an employment agreement with Mr. Warren B. Kanders (the
Employment Agreement), the Companys current Executive Chairman of
the Companys Board of Directors (the Board), which provides for
Mr. Kanders employment as Executive Chairman of the Board for a
term expiring on June 1, 2022, subject to certain termination
rights, during which time he will receive an annual base salary
of $350,000. Mr. Kanders annual base salary will be subject to
annual review by the Compensation Committee of the Board as well
as further review in light of any redeployment of assets
transaction that the Company may engage in during the term of the
Employment Agreement.

Under the terms of the Employment Agreement, the Company issued
and granted to Mr. Kanders a restricted stock award of 500,000
restricted shares of common stock to the Companys 2015 Stock
Incentive Plan, of which (i) 250,000 will vest if, on or before
June 1, 2022, the closing share price of the Companys common
stock shall have equaled or exceeded $10.00 per share for twenty
consecutive trading days; and (ii) 250,000 will vest if, on or
before June 1, 2022, the closing share price of the Companys
common stock shall have equaled or exceeded $12.00 per share for
twenty consecutive trading days.

In addition, Mr. Kanders is entitled, at the sole and absolute
discretion of the Compensation Committee of the Board, to receive
performance bonuses, which may be based upon a variety of
factors. Mr. Kanders will also be entitled, at the sole and
absolute discretion of the Compensation Committee of the Companys
Board, to participate in other bonus plans of the Company. The
Company will maintain term life insurance on Mr. Kanders in the
amount of $2,000,000 for the benefit of his designees (the
Kanders Life Insurance).

The Employment Agreement contains a non-competition covenant and
non-interference (relating to the Companys customers) and
non-solicitation (relating to the Companys employees) provisions
effective during the term of Mr. Kanders employment and for a
period of three years after termination of the Employment
Agreement.

In the event that Mr. Kanders employment is terminated (i) by the
Company without cause (as such term is defined in the Employment
Agreement), (ii) by Mr. Kanders for certain reasons set forth in
the Employment Agreement or (iii) by Mr. Kanders upon a change in
control (as such term is defined in the Employment Agreement),
Mr. Kanders will be entitled to receive, among other things, an
amount equal to five times his annual base salary in one lump sum
payment, and in each case, any unvested stock options held by Mr.
Kanders shall immediately vest and become exercisable and all
unvested restricted stock awards held by Mr. Kanders shall
immediately vest.

In the event that Mr. Kanders fails to comply with any of his
obligations under the Employment Agreement, including, without
limitation, the non-competition covenant and the non-interference
and non-solicitation provisions, Mr. Kanders will be required to
repay such lump sum payment as of the date of such failure to
comply and he will have no further rights in or to such lump sum
payment. In the event that Mr. Kanders employment is terminated
upon his death, Mr. Kanders designees will be entitled to receive
the proceeds of the Kanders Life Insurance.

All payments and benefits provided under the Employment Agreement
shall be subject to any compensation recovery or clawback policy
as required under applicable law, rule or regulation or otherwise
adopted by the Company from time to time.

The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Employment Agreement, which is included as
Exhibit 10.1 to this Current Report on Form 8-K (the Report) and
incorporated herein by reference.

(e) The disclosure set forth in Item 1.01 of this Report with
respect to Mr. Kanders is incorporated herein by reference.

(a)On June 1, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Meeting). Of the 30,299,122 shares of common
stock entitled to vote at the Meeting, 26,655,007 shares of
common stock were present in person or by proxy and entitled to
vote, representing approximately 87.97% of the Companys
outstanding shares of common stock.

(b)At the Meeting, the Companys stockholders: (i) approved the
re-election of each of the following four director nominees
standing for re-election: Warren B. Kanders, Donald L. House,
Nicholas Sokolow and Michael Henning, (ii) approved an advisory
resolution on executive compensation, (iii) approved, on an
advisory basis, a one year frequency of future advisory votes on
executive compensation and (iv) ratified the appointment of KPMG
LLP as the Companys independent registered public accounting firm
for the year ending December 31, 2017.

The voting results for each proposal are set forth below:

Proposal 1 To elect four members to serve on the Companys Board
of Directors until the next annual meeting of stockholders and
until their successors are duly elected and qualified:

Proposal 2 To approve an advisory resolution on executive
compensation:

Proposal 3 To approve, on an advisory basis, the frequency of
future advisory votes on executive compensation:

Proposal 4 To ratify the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the year ending
December 31, 2017:

(d) After careful consideration of the frequency of future
advisory votes on executive compensation, the Board has
determined that a say-on-pay vote that occurs every three years
is the most appropriate alternative for the Company and its
stockholders. Therefore, the Company intends to include an
advisory vote on the compensation of its executives in its proxy
materials every three years, until the next required stockholder
advisory vote on the frequency of future advisory votes on
executive compensation or until the Companys Board otherwise
determines that a different frequency of the advisory vote on
executive compensation is in the best interests of the Company
and its stockholders.

The Board believes that a three-year frequency is the most
appropriate alternative for the Company and stockholders for the
following reasons:

(d) Exhibits.

About Black Diamond, Inc. (NASDAQ:BDE)

Black Diamond, Inc., through its ownership of Black Diamond Equipment, Ltd., is engaged in designing, manufacturing and marketing of active outdoor performance equipment and apparel for climbing, mountaineering, backpacking, skiing and a range of other year-round outdoor recreation activities. Its principal brands include Black Diamond and PIEPS. It offer a range of products, including apparel, such as jackets, shells, pants and bibs; rock-climbing equipment, such as carabiners, protection devices, harnesses, belay devices, helmets, and ice-climbing gear; technical backpacks and high-end day packs; tents; trekking poles; headlamps and lanterns, and gloves and mittens. The Company also offers advanced skis, ski poles, ski bindings, ski skins, and ski safety products, including avalanche airbag systems, avalanche transceivers, shovels and probes. The Company’s products are sold in North America, Europe, Asia, and the rest of the world in over 50 countries.