Unassociated Document


     

    
      Exhibit
10.1

      November
4, 2010

       

       

      Dear
Kevan:

      


      This
letter sets forth the amendments to the terms of your employment that were set
forth in your offer letter from the Company, dated April 20, 2010, and signed by
you on April 20, 2010 (the “Offer Letter”).  Capitalized terms not
otherwise defined herein shall have the meanings specified in the Offer
Letter.

      


      The first
sentence of the second paragraph of the Offer Letter shall be deleted and
replaced with the following sentence:

      


      “If you
are terminated for reasons other than cause during a time period other than a
“Change of Control Period,” as that term is defined below, then you will receive
a severance payment equivalent to six (6) weeks of base salary and you will
continue to receive your medical and dental benefits coverage for six (6) weeks
following the date of your termination, subject to your timely payment of your
portion of the premiums, contributions and other payments required under the
terms of such plans as they are in effect from time to time.

      


      The
fourth paragraph of the Offer Letter shall be deleted and replaced with the
following:

      


      “You are
eligible to receive bonus compensation each year under a plan to be determined
by the Company in its sole discretion which shall be established each year on or
before February 14.  For the 2010 performance year ending on December
31, 2010, your bonus payment will be an amount equal to 10% of the amount of the
Company’s Free Cash Flow, for the fourth quarter of 2010, up to a maximum bonus
payment of $30,000, less applicable withholdings and deductions, provided you
remain an employee in good standing with Company as of the date bonus payments
are made by the Company.  For purposes of this letter, “free cash
flow” is defined as the Company’s net income plus depreciation and amortization,
less the Company’s capital expenses, and shall exclude bonuses payable to the
CFO and CEO of Clark Holdings.   Any bonus payments shall be made
as soon as practical following the end of the bonus period, but in no event
later than 45 days following the end of such period”

      


      The
following paragraph should be added to the Offer Letter after the second
paragraph of the Offer Letter:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “If you
are terminated by the Company for reasons other than “cause” during a “Change of
Control Period,” or if the acquiring, merged, or consolidated entity (a
“Surviving Entity”) following such “change of control” does not secure an
executed employment agreement with you, then you will receive “Change of Control
Severance” equivalent to nine months of your base salary and nine months of
medical and dental benefits coverage consistent with your current coverage. This
Offer Letter, as amended, may not be assigned without your written consent and
for purposes of determining whether Change of Control Severance is due, would
not be considered an executed employment agreement with any Surviving Entity.
Change of Control Severance shall be paid in a lump-sum at closing of the Change
of Control transaction, however any Change of Control Severance due before
closing may be paid over time in accordance with the Company’s payroll practices
and policies.  The Change of Control Severance will be conditional
upon your first executing and not revoking a valid reciprocal waiver and release
of all claims.  “Change of Control Period” shall mean the time period
commencing on the date the Company enters into a binding written purchase
agreement to effectuate a “change of control” (as opposed to a letter of intent)
and ending on the date such “change of control” occurs.  The terms of
this paragraph shall survive any “change of control” event until all amounts due
you under this agreement are paid in full.”

      


      The first
sentence of the sixth paragraph of the Offer Letter shall be deleted and
replaced with the following:

      “Subject
to the approval of the Company’s Compensation Committee, the Company will grant
you one restricted stock unit (“RSU”) for each share of the Company’s common
stock you purchase before December 31, 2010, up to a maximum of 100,000 shares
of the Company’s common stock.”

      


      The
following sentence should be added to the eighth paragraph of the Offer
Letter:

      “You are
eligible for four (4) weeks of paid vacation each year.”

      


      All other
provisions of the Offer Letter Agreement shall continue to apply.

      


      Sincerely,

      CLARK
HOLDINGS INC.

      


      /s/
Gregory E. Burns

      


      [Gregory
E. Burns]

      [President
& CEO]

      


      


      I agree
to the amended terms of employment set forth above

       

       

      
        
          	
                  /s/
      Kevan D. Bloomgren                

                	
                  11/4/2010    

                
	
                  Signature

                	
                  Date