Employment Agreement with James Benson


    
      Exhibit
        10.2

      EXECUTION
        COPY

       

      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      This
        Executive Employment Agreement (this “Agreement”), is made and entered into as
        of the Effective Date (as hereinafter defined), by and between Clark Benson,
        LLC
        and/or its successors (“Company”), a Delaware limited liability company, Clark
        Consulting Inc. (“Clark”), a Delaware corporation, Clark, Inc., a Delaware
        corporation (“CI”) and James M. Benson, a resident of Massachusetts (the
“Executive”).

       

      W
        I T
        N E S S E T H:

       

      WHEREAS,
        Clark has formed the Company to conduct the business hereinafter described;
        and

       

      WHEREAS,
        Clark owns seventy-five percent (75%) of the Company’s issued and outstanding
“Units” as defined in the Company’s Limited Liability Company Agreement dated
        January 26, 2006 (the “LLC Agreement”); and

       

      WHEREAS,
        the Company intends to engage in the Financial Planning/General Insurance
        Agency
        business in the State of Illinois and throughout the United States;
        and

       

      WHEREAS,
        the Company desires to employ the Executive in the capacity of President
        and
        Chief Executive Officer of the Company, upon the terms and conditions
        hereinafter set forth; and

       

      WHEREAS,
        Clark and CI have agreed to guarantee all obligations of the Company to the
        Executive hereunder; and

       

      WHEREAS,
        the Executive is willing to enter into this Agreement with respect to his
        employment and services as President and Chief Executive Officer of the Company
        upon the terms and conditions hereinafter set forth.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and obligations contained
        herein, the Company hereby employs the Executive and the Executive hereby
        accepts such employment as President and Chief Executive Officer of the Company
        upon the terms and conditions hereinafter set forth:

       

      1.  Term
        of Employment.
        

       

      (a)  The
        term
        of employment under this Agreement shall commence on January 3, 2006 (the
“Effective Date”) and shall extend through December 31, 2010, subject to
        Section 8 of this Agreement (the “Initial Term”). Subject to the survival
        of certain provisions herein as provided in Section 28, this Agreement shall
        terminate on the effective date on which Executive’s employment hereunder is
        properly terminated pursuant to and in accordance with the provisions of
        this
        Agreement. 

       

      
        
          
          

        

        
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      (b)  Clark
        shall fund the operations of the Company pursuant to the terms of the LLC
        Agreement and in the amounts set forth therein, but at least for the period
        commencing January 3, 2006 through December 31, 2006. Prior to the
        commencement of each fiscal year, Executive and the Manager of the Company
        agree
        to submit jointly to the Clark Board of Directors a budget for funding the
        Company for the upcoming fiscal year. On or before December 31, 2006, December
        31, 2007, December 31, 2008, December 31, 2009 and the December 31 preceding
        any
        year for which this Agreement is extended, the Clark Board of Directors (the
        “Clark Board”) shall make a good faith determination as to whether to continue
        to fund the operations of the Company during the next calendar year. If the
        Executive voluntarily resigns his employment other than as a Constructive
        Termination during such period, no additional amounts, except for the Accrued
        Obligations as defined in Section 9(a) below, shall be payable to the
        Executive.

       

      (c)  Beginning
        in 2009, and in any fiscal year of the Company thereafter, if the Company
        receives positive Modified EBITA (as defined in the LLC Agreement), the Term
        of
        this Agreement shall automatically be extended through the date which is
        two (2)
        years beyond the close of such fiscal year, and the Company cannot terminate
        the
        Executive’s employment during such two (2) year period except pursuant to
        Section 8(e) hereof and except for Cause, death or Permanent
        Disability.

       

      (d)  Beginning
        in 2009, if the Company does not receive positive Modified EBITA during any
        two
        consecutive fiscal years, the Company may terminate Executive’s employment
        hereunder at any time during the ninety (90) day period following the close
        of
        such second fiscal year on thirty (30) days written notice. 

       

      (e)  Duties
        of the Executive.
        The
        Executive shall serve as the President and Chief Executive Officer of the
        Company with the duties, responsibilities, authority and status normally
        associated with such position. In accordance with the foregoing, Executive
        shall, subject to oversight by the Manager (as defined in the LLC Agreement)
        of
        the Company and consistent with the Company’s annual budget, have the authority
        over and be responsible for the day-to-day operations of the Company, hiring
        and
        firing of staff and employees of the Company, manage the acquisition activities
        of the Company (provided, however that all acquisitions will be subject to
        the
        approval of the CI Board), retaining outside professionals and services related
        to the operation of the Company and any other matters consistent with the
        position of President and Chief Executive Officer. The Executive agrees that
        during the term of this Agreement, he will devote substantially all his full
        professional and business-related time, skills and best efforts to the
        businesses of the Company and shall report directly to the Manager. In
        connection therewith, the Executive will endeavor to establish an operating
        platform to acquire insurance-related distribution firms for the purpose
        of
        providing financial planning, estate planning, employee benefits and wealth
        management services to clients of the Company. Notwithstanding the foregoing,
        Executive and the Manager shall cooperate and work together in good faith
        in
        determining strategy and goals, on what funding of the Company is necessary
        to
        implement such strategy and accomplish such goals, and what is the best
        direction for the Company. The Executive may engage in personal investment
        and
        related activities provided such activities are disclosed to the Company
        (in
        accordance with his disclosure obligations as a member of the Board of Directors
        of CI) and do not interfere with the performance of his duties hereunder
        or
        violate the non-solicitation, non-competition and confidential information
        provisions set forth 

       

      
        
          
          

        

        
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      herein,
        including, without limitation, real estate investments. Nothing herein, however,
        will prevent the Executive, (a) upon approval of the Chairman of the Board
        of
        CI, the parent of Clark, from service as a director or trustee of other
        corporations or businesses which are not directly or indirectly in competition
        with the business of the Company or in competition with any present or future
        CI
        Affiliate (as defined in Section 22, below), (b) from service on civic or
        charitable boards or committees, or (c) from engaging in personal, passive,
        investment activities; provided such activities do not interfere with the
        performance of his duties hereunder or violate the non-solicitation,
        non-competition and confidential information provisions set forth herein.
        Executive shall be indemnified and provided with liability insurance for
        actions
        performed in the course of his employment and service as a member of the
        CI
        Board of Directors (the “CI Board”) to the same extent as the Chief Executive
        Officer and President of CI.

       

      2.  Board
        Positions.

       

      (a)  Subject
        to approval by the CI Board of Directors, Executive will be offered a presently
        vacant seat on the CI Board of Directors for which he will not receive separate
        consideration; provided that if Executive is not offered a seat on the CI
        Board
        of Directions, this Agreement is void ab
        initio.
        Executive agrees to promptly resign his seat on the CI Board of Directors
        upon
        termination of his duties under this Agreement.

       

      (b)  In
        discharging his responsibilities as a Director of CI, Executive will comply,
        in
        all material respects, with the applicable provisions of the CI Certificate
        of
        Incorporation, as amended, By-laws and applicable law.

       

      3.  Annual
        Salary.
        The
        Company shall pay the Executive an annual salary of One Million Dollars
        ($1,000,000), for each year of this Agreement (or fraction for portions of
        a
        year) (“Salary”). The Executive’s Salary shall be subject to all appropriate
        federal and state withholding taxes and shall be payable in accordance with
        the
        normal payroll procedures of the Company.

       

      4.  Benefits.
        The
        Executive and his eligible dependents shall be eligible to participate in
        the
        benefit programs (other than bonus programs) made available generally to
        all
        employees of the Company (which are the benefit programs of CI), as well
        as the
        CI non-qualified deferred compensation plan that is generally available to
        executives of CI and Clark; provided, however, that the Executive and his
        eligible dependents must meet any and all eligibility provisions required
        under
        such benefit programs. The applicable benefit programs are listed in Exhibit
        A.
        CI, Clark or the Company, as necessary, shall take all actions necessary
        to make
        Executive and his dependents eligible for such plans, including, without
        limitation, amending the applicable benefit programs. So long as CI, Clark
        or
        the Company maintains one or more group health plans, CI, Clark or the Company
        shall at all times while Executive is employed by the CI, Clark or the Company
        maintain a group health plan with medical coverage for Executive and his
        eligible dependents. The Company will use its best efforts to develop a fully
        retiree paid, retiree medical plan that would be available to Executive and
        his
        spouse (“Retiree Medical”).

       

      5.  Paid
        Time Off.
        The
        Executive shall be entitled to receive paid time off (PTO), under the terms
        of
        the Company’s then current PTO Plan, during each calendar year in 

       

      
        
          
          

        

        
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      accordance
        with Executive’s Length of Service, which PTO Plan shall provide for a minimum
        of twenty (20) paid vacation days per annum for Executive. For this PTO benefit
        provision only, Length of Service shall mean the periods of Service by the
        Executive after January 3, 2006 plus ten years.

       

      6.  Reimbursement
        of Expenses.
        The
        Company recognizes that the Executive will incur legitimate business expenses
        in
        the course of rendering services to the Company hereunder. Accordingly, the
        Company shall reimburse the Executive, upon presentation of receipts or other
        adequate documentation, for all necessary and reasonable business expenses
        incurred by the Executive in the course of rendering services to the Company
        under this Agreement (including, without limitation, expenses incurred that
        are
        consistent with the Company’s Travel Policy) then in effect. This includes
        reimbursements for the usage of a cellular phone while this Agreement remains
        in
        effect. Credits to the Airline Frequent Flyer accounts of the Executive as
        a
        result of business travel shall belong to the Executive.

       

      7.  Working
        Facilities.
        The
        Executive shall be furnished an office, administrative assistance and such
        other
        facilities and services suitable to his position and adequate for the
        performance of his duties (“Working Facilities”) that the Executive and Manager
        of the Company find reasonably acceptable, and which shall be consistent
        with
        the reasonable policies of the Company. Such Working Facilities shall be
        located
        in the Boston, Massachusetts, metropolitan area.

       

      8.  Termination.
        The
        employment relationship between the Executive and the Company created hereunder
        shall terminate before the expiration of the then current term upon the
        occurrence of any one of the following events:

       

      (a)  Death
        or Permanent Disability.
        The
        death or permanent disability of the Executive. For the purpose of this
        Agreement, “permanent disability” of the Executive shall mean “disability” as
        defined under CI’s long-term disability plan.

       

      (b)  Termination
        for Cause.
        The
        following events, actions or inactions by the Executive shall constitute
“Cause”
for termination of the Executive’s employment:

       

      (i)  except
        in
        the event of the Executive’s disability, a substantial, repeated and continued
        act of misconduct or failure by the Executive to perform his material duties
        or
        obligations to the Company pursuant to this Agreement, as determined by a
        majority of the members of the CI Board, which the Executive fails to remedy
        within thirty (30) days after written notice is received by the Executive
        specifying the alleged act of misconduct or failure in reasonable detail;
        

       

      (ii)  conviction
        by the Executive of a felony; or 

       

      (iii)  the
        CI
        Board determines that the Executive has engaged in a fraudulent act resulting
        in
        personal gain or enrichment at the expense of the Company or other detriment
        to
        the Company.

       

      Any
        decision to terminate the Executive’s employment or to provide a notice of
        breach or termination shall be made only by the CI Board. Any such notice
        shall
        describe with reasonable 

       

      
        
          
          

        

        
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      specificity
        the cause or causes for the termination or intent to terminate the Executive’s
        employment, as well as the effective date of the termination. Except for
        the
        ground set forth in clause (vi) above (conviction), no termination shall
        be
        effective unless and until the CI Board has afforded the Executive and his
        counsel an opportunity to be heard in person (or as part of a teleconference
        Board meeting), with reasonable notice thereof (not less than ten (10) business
        days) and has considered any submission made by or on behalf of the Executive.
        If the Company terminates the Executive’s employment for any of the reasons set
        forth above, the Company shall have no further obligations hereunder from
        and
        after the effective date of termination (other than as set forth below in
        Section 10 and any other applicable sections) and shall have all other rights
        and remedies available under this Agreement or any other agreement and at
        law or
        in equity. Nothing herein, however, shall affect the Executive’s right to
        contest such termination pursuant to the terms of this Agreement.

       

      (c)  Constructive
        Termination.
        In the
        event of (i) the assignment to the Executive of any duties inconsistent in
        any
        material respect with the Executive’s position (including status, offices,
        titles and reporting relationships), authority, duties or responsibilities
        as
        contemplated by this Agreement, or any other action by the Company which
        results
        in a significant diminution in such position, authority, duties or
        responsibilities, excluding any isolated and inadvertent action not taken
        in bad
        faith and which is remedied by the Company within ten (10) days after receipt
        of
        a notice thereof given by the Executive; (ii) a failure to pay or provide,
        or a
        reduction of, Executive’s Salary or a failure to pay any distribution under
        Section 3.01 of the LLC Agreement, benefits or PTO other than as permitted
        by
        this Agreement; (iii) the Executive being required, without his consent,
        to
        relocate to a principal place of employment outside of the Boston metropolitan
        area; (iv) any material breach of this Agreement by the Company that is not
        rectified by the Company within thirty (30) days of written notice to the
        Company of the same by the Executive or his representative; (v) if the Clark
        Board determines not to fund the Company for the period January 1, 2007 through
        December 31, 2007, January 1, 2008 through December 31, 2008, January 1,
        2009
        through December 31, 2009, January 1, 2010 through December 31, 2010, or
        any
        extension of the Term of this Agreement; or (vi) if the Company exercises
        its
        Call Right (as defined in the LLC Agreement), the Executive shall have the
        right
        to terminate his employment and such termination shall be deemed a Constructive
        Termination and shall be treated in all respects as if it had been a termination
        of employment by the Company with Notice.

       

      (d)  Termination
        by the Executive with Notice.
        The
        Executive may terminate his employment at any time without liability to the
        Company arising from the resignation of the Executive upon ninety (90) days
        prior written notice to the Company. The Company retains the right after
        proper
        notice of the Executive’s voluntary termination to require the Executive to
        cease his employment immediately; provided, however, in such event, the Company
        shall remain obligated to pay the Executive his Salary and provide his benefits
        during the ninety (90) day notice period. During such ninety (90) day notice
        period, the Executive shall provide such consulting services to the Company
        as
        the Company may reasonably request and shall assist the Company in training
        his
        successor and generally preparing for an orderly transition.

       

      (e)  Termination
        by the Company with Notice.
        In
        addition to the right to terminate the Executive’s employment in accordance with
        Section 1(d), Section 8(a), and Section 8(b), the Company retains the absolute
        right after not less than thirty (30) days prior notice has

       

      
        
          
          

        

        
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      been
        given to the Executive to require the Executive to cease his employment
        immediately; provided, however, in such event, the Company shall remain
        obligated to pay the Executive his Salary and provide his benefits during
        the
        thirty (30) day notice period. During such thirty (30) day notice period,
        the
        Executive shall provide such services to the Company as the Company may
        reasonably request and shall assist the Company in training his successor
        and
        generally preparing for an orderly transition.

       

      9.  Compensation
        Upon Termination.

       

      (a)  Accrued
        Obligations.
        Upon
        termination of the Executive’s employment under this Agreement for any reason
        the Executive shall be entitled to:

       

      (i)  any
        accrued but unpaid Salary;

       

      (ii)  any
        accrued, but unpaid, PTO using the Salary as of the date of
        termination;

       

      (iii)  any
        authorized but unreimbursed business expenses;

       

      (iv)  any
        benefits to which the Executive is entitled under the Executive benefit programs
        maintained by the CI Affiliates in which the Company participates;
        and

       

      (v)  Retiree
        Medical (if such program then exists).

       

      The
        sum
        of the amounts described in clauses (i) through (v) will be hereinafter
        referred to as the “Accrued Obligations.” The Accrued Obligations shall be paid
        in a lump sum within thirty (30) days of the date of termination; provided
        that
        the benefits under clause (iv) will be paid or provided in accordance with
        the terms of the applicable Executive benefit programs.

       

      (b)  Compensation
        for Termination due to Death or Permanent Disability.
        Upon
        termination of the Executive’s employment under this Agreement due to Death, the
        Executive’s Permanent Disability, the Executive, or his estate, as the case may
        be, shall receive the Accrued Obligations.

       

      (c)  Compensation
        for Termination for Cause.
        Upon
        termination of the Executive’s employment under this Agreement for Cause, the
        Executive shall be entitled to the Accrued Obligations.

       

      (d)  Compensation
        for Termination under Section 1(d).
        Upon
        termination of the Executive’s employment under Section 1(d), the Executive
        shall be entitled to the Accrued Obligations.

       

      (e)  Compensation
        for Termination due to Constructive Termination or Termination by the Company
        with Notice.
        Upon
        termination of the Executive’s employment under this Agreement as a result of
        Constructive Termination as defined in Section 8(c) or Termination by the
        Company with Notice as defined in Section 8(e), either during a contract
        year or
        at the end of a contract year, the Executive shall receive as his sole and
        exclusive remedy the Accrued Obligations and the Salary described in Section
        3,
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      would
        have been paid absent such termination, through the second annual anniversary
        of
        the date of termination (except that if the termination of Executive’s
        employment is under Section 1(d) then the Executive shall only have the rights
        provided in Section 9(d)). Such amounts shall be paid in a lump sum no later
        than thirty (30) days from the effective date of the termination of the
        Executive’s employment or such later date as is necessary to comply with the
        requirements of Code Section 409A.

       

      (f)  Compensation
        for Termination by the Executive with Notice.
        Upon
        termination of the Executive’s employment under this Agreement due to the
        Executive’s resignation with notice, either during a contract year or at the end
        of a contract year, the Executive shall be entitled to the Accrued Obligations.
        Such amounts shall be paid in a lump sum no later than thirty (30) days from
        the
        termination of the Executive’s employment.

       

      (g)  Withholding;
        Offset.
        Amounts
        payable under this Section 9 shall be paid subject to all appropriate
        federal and state withholding taxes, if any, and shall be offset by any amounts
        due the Company under this Agreement.

       

      10.  Non-
        Solicitation; Non-Competition.

       

      (a)  The
        Executive acknowledges that he occupies a position of special trust and
        confidence with respect to the Company, and that the position imposes the
        obligation to act in a stewardship capacity with respect to the preservation
        and
        development of the Company and its resources for the benefit of future, as
        well
        as present, shareholders, officers, directors and employees. The Executive
        acknowledges that as a result of the special position he occupies with the
        Company, he will have access to Confidential Information (as that term is
        defined in that certain Intellectual Property and Confidentiality Agreement
        executed by Executive on the date hereof), and to trade secrets of the Company.
        In consideration for the compensation he will receive as an employee of the
        Company and in recognition of his special relationship with the Company,
        and to
        protect the Company’s legitimate business interests, including but not limited
        to its Confidential Information, trade secrets and the goodwill of the Company’s
        business, the Executive agrees that he shall not, (i) at any time during
        which
        he is an employee of the Company or another CI Affiliate, and (ii) for
        twenty-four (24) months after his termination with the Company and all CI
        Affiliates, for any reason, whether for his own account or for the account
        of
        any person other than a CI Affiliate, directly or indirectly, endeavor to
        solicit away from the Company or a CI Affiliate, or facilitate the solicitation
        away from the Company or a CI Affiliate of, any Client of the Company or
        a CI
        Affiliate or induce same to limit, alter or reduce its relationship with
        the
        Company.

       

      (b)  In
        addition, (i) at any time during which Executive is an employee of the Company
        or another CI Affiliate, and (ii) for twelve (12) months after his termination
        with the Company and all CI Affiliates, for any reason, whether for his own
        account or for the account of any person other than a CI Affiliate, the
        Executive, directly or indirectly, shall not endeavor to (A) acquire companies
        with the same characteristics as companies that the Company has acquired
        or
        endeavored to acquire, or (B) set up an affiliate distribution system similar
        to
        that at the Company; provided, however, that nothing herein shall prohibit
        the
        Executive from acting as a senior executive at an entity which engages in
        such
        business activities other than as a principal line of its overall business
        so
        long as he is not personally involved in or directing such
        activities,

       

      
        
          
          

        

        
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      and
        provided further that nothing herein shall prohibit Executive from being
        an
        owner of not more than 5% of the outstanding stock of any class of a corporation
        which is publicly traded, so long as he has no active participation in the
        business of such corporation.

       

      (c)  The
        Executive shall not, (i) at any time during which he is an employee of the
        Company or another CI Affiliate, and (ii) for twenty-four (24) months after
        his
        termination for any reason from the Company and all CI Affiliates, whether
        for
        his own account or for the account of any person other than a CI Affiliate,
        directly or indirectly, induce away from the Company or a CI Affiliate, or
        facilitate the inducement away from the Company or a CI Affiliate of, any
        personnel of the Company or a CI Affiliate or interfere with the faithful
        discharge by such personnel of their contractual and fiduciary obligations
        to
        serve the Company’s or a CI Affiliate’s interests and those of its Clients of
        undivided loyalty.

       

      (d)  “Client”
        as used in this Section 10 shall mean any person or entity for whom the
        Company or a CI Affiliate performed services or provided products within
        the
        twenty-four (24) months immediately preceding the termination of the Executive’s
        employment with the Company and all CI Affiliates; or who was identified
        on a
        Company database as a prospective client for whom one or more formal
        presentations or proposals had been submitted during such time
        period.

       

      (e)  The
        post-employment restrictions set forth in clauses (a)(ii), (b)(ii) and (c)(ii)
        of this Section 10 will not apply if Executive’s employment is terminated
        pursuant to Sections 8(c) or 8(e).

       

      11.  Confidential
        Information.
        Executive shall abide by the terms of the Company’s standard Intellectual
        Property and Confidentiality Agreement, which is attached hereto as Exhibit B.

       

      12.  Property
        of the Company.
        The
        Executive acknowledges that from time to time in the course of providing
        services pursuant to this Agreement he shall create or have the opportunity
        to
        inspect and use certain property, both tangible and intangible, of the Company
        and the Executive hereby agrees that such property shall remain the exclusive
        property of the Company, and the Executive shall have no right or proprietary
        interest in such property, whether tangible or intangible, including, without
        limitation, the Executive’s customer and supplier lists, contract forms, books
        of account, computer programs and similar property.

       

      13.  Key-Man
        Life Insurance.
        The
        Executive agrees that the Company may purchase at least $10,000,000 of key-man
        life insurance on the life of Executive at the expense of the Company and
        acknowledges that the benefits under such policy shall be paid to the Company
        and not to or for the Executive’s benefit. The Executive agrees to cooperate,
        including taking a physical, to allow the Company to obtain such life
        insurance.

       

      14.  Equitable
        Relief.
        The
        Executive acknowledges that he possesses unique skills, knowledge and ability
        and that competition, solicitation or divulgence of confidential information
        by
        him in violation of this Agreement would be extremely detrimental to the
        Company. By reason thereof, the Executive agrees that the Company shall be
        entitled, in addition to any other remedies it may have under this Agreement
        or
        otherwise, to injunctive and

       

      
        
          
          

        

        
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      other
        equitable relief to prevent or curtail any breach of Sections 10, 11 or 12
        of
        this Agreement by him.

       

      15.  Guarantee.
        CI and
        Clark shall take all actions necessary to fulfill all obligations of the
        Company, CI and Clark to the Executive under this Agreement and hereby guarantee
        that, on the failure of the Company to fulfill any financial obligation to
        the
        Executive hereunder, CI and Clark promptly shall do so.

       

      16.  Assignment.
        The
        Company may assign its rights and obligations under this Agreement to any
        successor in interest, whether by merger, consolidation, or sale of
        substantially all of its assets. This Agreement is personal to the Employee
        and
        may not be assigned in any way by the Executive without the prior written
        consent of the Company.

       

      17.  Severability
        and Reformation.
        The
        parties hereto intend all provisions of this Agreement to be enforced to
        the
        fullest extent permitted by law. If, however, any provision of this Agreement
        is
        held to be illegal, invalid, or unenforceable under present or future law,
        such
        provision shall be fully severable, and this Agreement shall be construed
        and
        enforced as if such illegal, invalid, or unenforceable provision were never
        a
        part hereof, and the remaining provisions shall remain in full force and
        effect
        and shall not be affected by the illegal, invalid, or unenforceable provision
        or
        by its severance. Further, if any provision is held to be overbroad, a court
        may
        modify that provision to the extent necessary to make the provision enforceable
        according to applicable law and enforce the provision as modified.

       

      18.  Integrated
        Agreement.
        This
        Agreement constitutes the entire Agreement between the parties hereto with
        regard to the subject matter hereof, and there are no agreements,
        understandings, specific restrictions, warranties or representations relating
        to
        said subject matter between the parties other than those set forth herein,
        specifically referenced herein or otherwise herein provided for.

       

      19.  Notices.
        All
        notices and other communications required or permitted to be given hereunder
        shall be in writing and shall be deemed to have been duly given if delivered
        personally, mailed by certified mail (return receipt requested) or sent by
        overnight delivery service, cable, telegram, facsimile transmission or telex
        to
        the parties at the following addresses or at such other addresses as shall
        be
        specified by the parties by like notice:

       

      If
        to the
        Company, Clark or CI:

       

      c/o
        Clark
        Consulting, Inc.

      102
        South
        Wynstone Park Drive

      North
        Barrington, Illinois 60010

      Attn:
        Mr. W. T. Wamberg

      Chairman
        and Chief Executive Officer

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      With
        a
        copy in the event of notice to the Company, Clark or CI to:

       

      Vedder,
        Price, Kaufman and Kammholz, P.C.

      222
        N.
        LaSalle Street

      Chicago,
        Illinois 60601

      Attn:
        Lane R. Moyer, Esq.

       

      If
        to
        Executive:

       

      Mr. James M.
        Benson

      63 Winsor
        Way

      Weston,
        MA 02493

       

      With
        a
        copy to:

       

      Mintz,
        Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

      One
        Financial Center

      Boston,
        MA 02111

      Attn:
        Robert M. Gault, Esq.

       

      Notice
        so
        given shall, in the case of notice so given by mail, be deemed to be given
        and
        received on the fourth calendar day after posting, in the case of notice
        so
        given by overnight delivery service, on the date of actual delivery and,
        in the
        case of notice so given by cable, telegram, facsimile transmission, telex
        or
        personal delivery, on the date of actual transmission or, as the case may
        be,
        personal delivery.

       

      20.  Further
        Actions.
        Whether
        or not specifically required under the terms of this Agreement, each party
        hereto shall execute and deliver such documents and take such further actions
        as
        shall be necessary in order for such party to perform all of his or its
        obligations specified herein or reasonably implied from the terms
        hereof.

       

      21.  GOVERNING
        LAW.
        THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
        LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF ILLINOIS.

       

      22.  Application
        of Terms.
        Whenever used herein the terms Clark, Inc., Clark Consulting, Inc. and Clark
        Benson, LLC (or the Company), (or any abbreviations thereof) shall include
        all
        affiliates that are 50% or more owned, directly or indirectly, by Clark,
        Inc.
        and successors thereof (the “CI Affiliates” or, individually, a “CI
        Affiliate”).

       

      23.  Counterparts.
        This
        Agreement may be executed in counterparts, each of which will take effect
        as an
        original and all of which shall evidence one and the same
        Agreement.

       

      24.  Arbitration.
        Without
        limiting the right of the Company or the Executive to seek equitable relief
        to
        prevent irreparable injury, any dispute arising out of or relating to this
        Agreement or the breach, termination or validity thereof, which has not been
        resolved by agreement within 60 days after written notice thereof by the
        affected Party shall be settled by arbitration in accordance with the then
        current Center for Public Resources Rules for Non-

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      Administered
        Arbitration of Business Disputes, by a sole arbitrator. The Company and
        Executive shall share equally the cost of filing, arbitrators’ fees and other
        expenses of administration of the arbitration. The arbitration shall be governed
        by the United States Arbitration Act, 9 U.S.C. § 1-16, and judgment upon the
        award rendered by the arbitrator may be entered by any court having jurisdiction
        thereof. The place of arbitration shall be Chicago, Illinois. The arbitrator
        is
        not empowered to award damages in excess of compensatory damages and each
        Party
        hereby irrevocably waives any right to recover such damages with respect
        to any
        dispute resolved by arbitration.

       

      25.  IRC
        Section 409A.
        If and
        to the extent that any payment or form of compensation payable to Executive
        under the terms of this Agreement is or becomes subject to Section 409A of
        the
        Internal Revenue Code of 1986, as amended, Treasury Notice 2005-1 and any
        related 409A regulations or guidance (collectively referred to hereinafter
        as
“409A”), CI, Clark or Company and Executive agree to cooperate with each other
        in good faith to take any reasonable actions necessary including, without
        limitation, amending this Agreement by way of mutually agreed upon amendments,
        to prevent the application of or mitigate the impact of 409A. In accordance
        with
        the foregoing, CI, Clark or Company shall use its reasonable best efforts
        to
        inform Executive of any payments or compensation that may be subject to Code
        Section 409A. 

       

      26.  Authority.
        Each of
        the undersigned hereby warrants that he has the full authority to execute
        and
        enter into this Agreement and has obtained all consents, approvals and
        authorities of any person, committee or entity necessary to make this Agreement
        binding and fully enforceable against the party for which he signs.

       

      27.  Insurance.
        The
        Company will secure and maintain at all times standard Employment Practices
        Liability Insurance and Director and Officer Liability Insurance covering
        Executive in Executive’s capacity as an officer and employee of the Company. The
        insurance shall be in amounts and scope of coverage that are commercially
        reasonable and customary and at least equal to the amounts and scope of coverage
        provided for the officers and other directors of CI and Clark. The Director
        and
        Officer coverage shall include at least Side A and Side B coverage.

       

      28.  Survival.
        In
        order to accomplish the intent and purpose of all of the provisions of this
        Agreement, certain provisions of this Agreement shall survive the termination
        of
        this Agreement including, without limitation, provisions of Sections 4. 5.
        6, 9,
        10, 11, 12, 14, 15, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27. 

       

      *
        * * * *
        *

      

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        Effective Date.

       

      
        	
                CLARK
                  CONSULTING, INC.

                 

                By:
                  /s/ Tom
                  Wamberg                                                             
                  

                Its:
                  Chief Executive Officer

                 

                Dated:
                  January 26, 2006

                 

              	
                CLARK
                  BENSON, LLC

                 

                By:
                  /s/ Tom
                  Wamberg                                                              
                  

                Tom
                  Wamberg, its Manager

                 

                Dated:
                  January 26, 2006

                 

              
	
                CLARK,
                  INC.

                 

                By:
                  /s/ Tom
                  Wamberg                                                             
                  

                Its:
                  Chief Executive Officer

                 

                Dated:
                  January 26, 2006

                 

              	
                EXECUTIVE:

                 

                /s/
                  James M.
                  Benson                                                              
                  

                James M.
                  Benson

                 

                Dated:
                  January 26, 2006

                 

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        A

      


      APPLICABLE
        BENEFIT PROGRAMS

       

      
        	
                Plan
                  Name

              	
                Type

              
	
                Clark,
                  Inc. 401(k) Savings Plan

              	
                401(k)

              
	
                Clark
                  Consulting Healthcare Plan

              	
                Medical/Dental

              
	
                Clark
                  Consulting Healthcare Plan (Vision)

              	
                Vision

              
	
                Clark,
                  Inc. Life Insurance Plan

              	
                Life
                  Insurance

              
	
                Clark,
                  Inc. LTD Plan

              	
                Long
                  Term Disability

              
	
                Clark
                  Consulting Short Term Disability Plan

              	
                Short
                  Term Disability

              
	
                Clark
                  Consulting Flexible Benefit Plan

              	
                Section
                  529 FSA

              
	
                Clark
                  Consulting Group Long Term Care Plan

              	
                Long
                  Term Care

              
	
                Clark,
                  Inc. Employee Stock Purchase Plan

              	
                ESPP

              
	
                Clark
                  Consulting Deferred Compensation Plan

              	
                DCP

              


      

      


       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      


      EXHIBIT
        B

      


      CLARK
        BENSON, LLC

      


      INTELLECTUAL
        PROPERTY AND CONFIDENTIALITY AGREEMENT

      


      


      


      THIS
        AGREEMENT
        (“Agreement”) is entered into by and between Clark Benson, LLC, a Delaware
        limited liability company, and its subsidiaries (collectively, “CB” or the
“Company”) and __________________________________ (“Associate”).

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        CB desires to employ the Associate in the business of the Company;
        and

       

      WHEREAS,
        such employment of the Associate by CB may include access to and development
        of
        intellectual property proprietary to the Company; and

       

      WHEREAS,
        the Company desires to expand its efforts in developing such property and
        desires to maintain the confidentiality of such property and other information
        deemed confidential by the Company; and

       

      WHEREAS,
        in consideration of salary and other benefits of employment, the Associate
        desires to enter into such agreement with the Company.

       

      NOW,
        THEREFORE, the Company and Associate agree and state as follows:

       

      INTELLECTUAL
        PROPERTY

       

      Any
        improvements, inventions, new techniques, processes, programs or products
        that
        have been or may be made or developed by the Associate during the course
        of
        his/her employment, within or after normal business hours, relating to the
        business of the Company or resulting from work the Associate did for the
        Company, shall be deemed to have been made or developed by the Associate
        solely
        for the benefit of the Company, and shall be the sole and exclusive property
        of
        the Company.

       

      The
        Associate acknowledges that all original works of authorship, including without
        limitation software, manuals and documentation, that have been created by
        the
        Associate during and within the scope of employment are and shall be
“works-for-hire” and the sole property of the Company.

       

      In
        order
        to further effectuate the terms of this Agreement, the Associate agrees to
        assign to the Company, all of Associate’s rights to patents, copyrights and
        other proprietary interests in any process, program, technique, product,
        research item, invention or other improvements which Associate has developed
        or
        may develop during the course of

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Associate’s
        employment by, or which results from work the Associate did for, the
        Company.

       

      The
        Associate shall not, during or after the course of employment, use or disclose
        to any other person or entity any such process, program, technique, product,
        research item, invention or other improvement except as expressly authorized
        in
        writing by the Company, or to the extent that such information has been made
        publicly available or otherwise is no longer treated as confidential by the
        Company.

       

      NON-DISCLOSURE
        OF CONFIDENTIAL INFORMATION

       

      For
        the
        purpose of this Agreement, “Confidential Information” means information of a
        special and unique nature and value pertaining to the business of the Company
        or
        any of its clients, customers, consultants, licensees, or affiliates and
        relating to such matters as, without limitation, the Company’s patents,
        copyrights, proprietary information, trade secrets, inventions, software,
        systems, procedures, manuals, processes, applications, business practices
        and
        agreements, financial information, research and development, know-how and
        lists
        of customers (which are deemed for all purposes confidential and proprietary),
        as well as the nature and type of services rendered by the Company, the
        equipment and methods used and preferred by the Company’s customers, and the
        fees paid by them.

       

      The
        Associate acknowledges that in consideration for employment by the Company,
        Associate will have access to and be making use of, acquiring, and/or adding
        to
        Confidential Information.

       

      Except
        in
        connection with regularly assigned duties for the Company or legal compulsion,
        the Associate agrees that Associate will not, at any time during or following
        the terms of employment, directly or indirectly use, divulge or disclose
        for any
        purpose whatsoever any Confidential Information, whether or not such
        Confidential Information was acquired while the Associate was engaged in
        the
        Company’s affairs and regardless of by whom such Confidential Information was
        generated, either by the Associate or others in the employ of the Company,
        or
        outside the Company.

       

      All
        copies of any Confidential Information, however and wherever produced, shall
        be
        and remain the sole property of the Company and shall not be removed from
        the
        premises or custody of the Company without prior written consent or
        authorization of the Company.

       

      General
        provisions

       

      Any
        notices to be given hereunder by either party to the other may be given by
        personal delivery in writing or by mail, registered or certified, postage
        prepaid with return-receipt requested. THIS AGREEMENT SHALL BE GOVERNED AND
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS AND VENUE
        SHALL
        LIE IN COOK COUNTY, ILLINOIS. If any action at law or in equity is necessary
        to
        enforce or interpret the terms of this Agreement, the prevailing party shall
        be
        entitled to reasonable

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      attorney’s
        fees, costs and necessary disbursements, in addition to any other relief
        to
        which he/she may be entitled. This Agreement may only be amended by the written
        consent of the parties.

       

      EXECUTED
        on the day and year written below.

       

      
        	
                 

                 

                Dated:                
                  

                 

              	
                ASSOCIATE

                 

                By:                
                  

                 

              
	
                 

                 

                Dated:                                                                                         
                   

                 

              	
                THE
                  COMPANY

                 

                 

                                                                                                                    
                  

                Print
                  Name

                 

                 

                                                                                                                   
                  

                Division

                 

              


      

    

     

    
      
        
        

      

      
        
        

        16