Exhibit 10.4


    Exhibit
      10.4

    
 

    CLARK,
      INC.

     

    NON-QUALIFIED
      STOCK OPTION AGREEMENT

     

    


    This
      Non-Qualified OPTION AGREEMENT (this “Option Agreement”) is entered into by and
      between Clark, Inc., a Delaware corporation (the “Company”), and [Insert
      Full Name]
      (the
“Optionee”).

    1.  Grant
      of Option.
      The
      Company hereby grants to the Optionee effective as of the date set forth in
      Section 19 hereof (the “Date of Grant”), the right and option (the “Option”) to
      purchase up to the aggregate number of shares of common stock, par value $.01
      per share, of the Company (the “Common Stock”) set forth in Section 19 hereof,
      subject to adjustment pursuant to Section 3 hereof and subject to the Optionee’s
      acceptance and agreement to all of the terms and conditions and restrictions
      described in the Clark, Inc. Incentive Compensation Plan (the “Plan”), a copy of
      which has been made available to the Optionee, and to the further terms,
      conditions and restrictions set forth below.

    2.  Exercise
      Price.
      Subject
      to adjustment pursuant to Section 3, the exercise price payable by the Optionee
      upon exercise of this Option is set forth in Section 19 hereof.

    3.  Adjustments
      to Number of Shares and Option Price.
      The
      number of shares and exercise price shall be subject to adjustments as provided
      in Section 6.2 of the Plan.

    4.  Tax
      Status.
      This
      Option is not
      intended
      to be treated as an “incentive stock option” within the meaning of Section 422
      of the Code but is instead intended to be a nonqualified stock
      option.

    5.  Exercise
      of Option.
      Subject
      to the terms of the Plan and this Option Agreement, Optionee shall have the
      right to acquire shares of Common Stock under this Option Agreement as
      follows:

    
      
        
        

      

      
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    NOTE:
      Director Election and Re-election NQSOA are vested 33.33% on an annual basis
      beginning one year after grant; i.e. 10,000 options granted on 4-25-06. Vesting
      is 33.33% on 4-25-07, 33.33% on 4-25-08, and 33.34% on
      4-25-09.

    Director
      Quarterly NQSOA are vested 25% on a quarterly basis beginning immediately after
      grant; i.e. 4,000 options granted on 4-25-06. Vesting is 25% on 4-25-06, 25%
      on
      7-25-06, 25% on 10-25-06 and 25% on 1-25-07

    (a)  As
      of
[Insert
      Date]
      and
      thereafter, Optionee may exercise rights to acquire [Insert
      %]
      of the
      Common Stock subject to the Option; 

    (b)  As
      of
[Insert
      Date]
      and
      thereafter, Optionee may exercise rights to acquire an additional [Insert
      %]
      of the
      Common Stock subject to the Option and;

    (c)  As
      of
[Insert
      Date]
      and
      thereafter, Optionee may exercise rights to acquire an additional [Insert
      %]
      of the
      Common Stock subject to the Option.

    6.  Termination
      of Service as a Director.
      In the
      event that the service of the Optionee as a Director with the Company and all
      of
      its Subsidiaries shall at any time hereafter terminate for any reason other
      than
      death, any part of the Option granted hereunder which has not been exercised
      by
      the date of such termination shall expire unless exercised prior to the date
      of
      its expiration or within ninety (90) days after the date of such termination,
      whichever occurs first.

    7.  Death
      of Optionee.
      If
      Optionee dies prior to the termination of his right to exercise the Option
      in
      accordance with the provisions hereof without having totally exercised the
      Option, the Option may be exercised by the Optionee’s executor, administrator or
      the person or persons to whom the Optionee’s rights under the Option pass by the
      laws of descent and distribution (Optionee’s “Successor”). If Optionee dies
      while in the employ of the Company or any Subsidiary, the Option shall expire
      unless exercised (to the extent exercisable immediately prior to Optionee’s
      death) by his Successor prior to the date of expiration of the Option or one
      (1)
      year from the date of Optionee’s death, whichever comes first.

    
      
        
        

      

      
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    8.  Additional
      Accelerated Vesting.
      In the
      event the Company is subject to a “Change in Control,” any part of the Option
      granted hereunder which has not already been exercised, shall be exercisable
      and
      shall be immediately one hundred percent (100%) vested without regard to the
      periods and installments of exercisability specified in Section 5, if and only
      if such Option has not at that time expired or been terminated, in accordance
      with Section 7 or otherwise, in which case, any unexercised portion shall be
      deemed cancelled as of the effective date of such Change in Control. For the
      purposes of this Section, “Change in Control” shall be deemed to have occurred
      if (i) the Company becomes a subsidiary of another corporation or entity or
      is
      merged or consolidated into another corporation or entity or substantially
      all
      of the assets of the Company are sold to another corporation or entity; (ii)
      any
      person, corporation, partnership or other entity, either alone or in conjunction
      with its “affiliates,” as that term is defined in Rule 405 of the General Rules
      and Regulations under the Securities Act of 1933, as amended, or other group
      of
      persons, corporations, partnerships or other entities who are not “affiliates”
but who are acting in concert, other than Tom Wamberg or his family members
      or
      any person, organization or entity that is controlled by Tom Wamberg or his
      family members, becomes the owner of record or beneficially of securities of
      the
      Company that represent thirty-three and one-third percent (33 1/3%) or more
      of
      the combined voting power of the Company’s then outstanding securities entitled
      to elect the Board; or (iii) the Board or the Committee thereof makes a
      determination in its reasonable judgment that a “Change in Control” of the
      Company has taken place. In all events, the determination that a “Change in
      Control” has occurred shall be made by the Committee.

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    9.  Procedure
      to Exercise.
      The
      Optionee (or other person entitled to exercise this Option) shall purchase
      shares of stock of the Company subject hereto by the payment to the Company
      of
      the purchase price in full and the amount of withholding tax due, if any, upon
      the exercise of this Option as follows: (i) via personal check, bank draft,
      money order, certified check, or cashier’s check payable to the order of the
      Company or by money transfers or direct account debits; (ii)through
      the delivery or deemed delivery based on attestation to the ownership of
      Previously Acquired Shares (i.e., shares owned by the Optionee for not less
      than
      6 months) of Common Stock with a Fair Market Value equal to the total payment
      due from the Participant, or delivery by the Participant of a written
      attestation of the same; (iii) through the delivery of shares of Common Stock
      otherwise deliverable upon exercise, if such withholding will not result in
      additional accounting expense to the Company as determined in the discretion
      of
      the Committee; or (iv) a copy of irrevocable instructions to a broker to
      promptly deliver to the Company the amount of proceeds from a sale of shares
      of
      Common Stock equal to the exercise price and any applicable withholding
      taxes.

    Any
      withholding tax due upon exercise of this Option shall be, and shall remain,
      the
      responsibility of the Optionee (or such Optionee’s estate or representative).
      This Option may be exercised from time to time by written notice to the Company
      stating the full number of shares to be purchased and the time and delivery
      thereof, which shall be at least fifteen days after the giving of notice unless
      an earlier date shall have been agreed upon between the Optionee (or other
      person entitled to exercise this Option) and the Company, accompanied by full
      payment for the shares as described in the first sentence of this Section 9.
      The
      Company will, as soon as is reasonably possible, notify the Optionee (or such
      Optionee’s representative) of the amount of withholding tax, if any, that must
      be paid under federal, state and local law due to the exercise of this Option.
      The Company shall have no obligation to deliver certificates for the shares
      purchased until the Optionee (or such Optionee’s representative) pays to the
      Company the purchase price in full and the amount of withholding tax specified
      in the Company’s notice as described in this Section 9 by payment terms set
      forth in the first sentence of this Section 9. At the time of delivery, the
      Company shall, without transfer or issue tax to the Optionee (or other person
      entitled to exercise this option) deliver at the principal office of the
      Company, or at such other place as shall be mutually agreed upon, a certificate
      or certificates for such shares, provided, however, that the time of delivery
      may be postponed by the Company for such period as may be required for it to
      comply with reasonable diligence with any requirements of law.

    
      
        
        

      

      
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    10.  Nontransferability
      of Option.
      This
      Option shall not be assignable or transferable other than by will or the laws
      of
      descent and distribution and shall be exercisable during the Optionee’s lifetime
      only by the Optionee.

    11.  Continued
      Retention.
      Subject
      to the terms of any agreement between the Company and the Optionee, nothing
      herein shall confer upon the Optionee any right to continue to serve as a
      director of the Company or a Subsidiary, or shall prevent the Company or
      Subsidiary for whom Optionee serves as a director from terminating his
      directorship at any time, with or without cause, or removing or failing to
      reelect the Optionee as a director.

    12.  Rights
      as Stockholder.
      Nothing
      herein is intended to or shall give to the Optionee or the legal
      representatives, heirs, legatees, or distributees of the Optionee any right
      or
      status of any kind as a stockholder of the Company in respect of any shares
      of
      Common Stock covered by this Option or entitle the Optionee or the legal
      representatives, heirs, legatees, or distributees of the Optionee to any
      dividends or distributions thereon unless and until such shares shall have
      been
      delivered to the Optionee or the legal representatives, heirs, legatees, or
      distributees of the Optionee and registered in the Optionee’s name and the
      Optionee or the legal representatives, heirs, legatees, or distributees of
      the
      Optionee has received a certificate or certificates therefor.

    
      
        
        

      

      
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    13.  Interpretation.
      If and
      when questions arise from time to time as to the intent, meaning or application
      of the provisions hereof or of the Plan, such questions shall be decided by
      the
      Committee in its sole discretion, and any such decision shall be conclusive
      and
      binding on the Optionee. The Optionee hereby agrees that this Option is granted
      and accepted subject to such condition and understanding.

    14.  Investment
      Representation.
      At such
      time or times as the Optionee may exercise this Option, the Optionee shall,
      upon
      the request of the Company, represent in writing (i) that the shares being
      acquired by the Optionee under this Option will not be sold except pursuant
      to
      an effective registration statement, or applicable exemption from registration,
      under the Securities Act of 1933, as amended, (ii) that it is the Optionee’s
      intention to acquire the shares being acquired for investment only and not
      with
      a view to distribution thereof, and (iii) other customary representations as
      the
      Company deems necessary or advisable. No shares will be issued to the Optionee
      unless the Optionee provides such representations and agreements and the Company
      is satisfied as to the accuracy of such representations and
      agreements.

    15.  Withholding
      of Taxes.
      Upon
      exercise of this Option (either wholly or in part), the Optionee must pay to
      the
      Company, or make arrangements satisfactory to the Company regarding payment
      of,
      any federal, state or local taxes of any kind required to be withheld in
      connection with the issuance to the Optionee of Common Stock upon exercise
      of
      this Option. The Company may permit withholding of shares of Common Stock in
      accordance with procedures established by the Company as an election by Optionee
      to meet applicable withholding requirements.

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    16.  Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given if delivered personally, mailed certified mail
      (return receipt requested) or sent by overnight delivery service, cable,
      telegram, facsimile transmission or telex to the Optionee at the address on
      the
      signature page hereof and to the Company at the address set forth below or
      at
      such other addresses as shall be specified by the parties by like
      notice:

    Clark,
      Inc.

    102
      South
      Wynstone Park Drive

    North
      Barrington, IL 60010

    Attention:
      Jim Radosevich

    Facsimile
      No. (847) 304-9568

    


    17.  Defined
      Terms.
      All
      capitalized terms used herein and not otherwise defined shall have the meanings
      given them in the Plan.

    18.  Confidentiality.
      Unless
      otherwise permitted by the Chairman of the Board, Optionee agrees to keep
      confidential the terms of this Option Agreement (and the terms of any other
      Option Agreement with any other director of the Company known to Optionee)
      and
      shall not disclose such terms to any other director or otherwise.

    19.  Specified
      Information.
      This
      Option Agreement shall apply with respect to the following specific
      information:

    (a)  Date
      of
      Grant: [Insert
      Date]

    (b)  Name
      of
      Optionee: [Insert
      Full Name]

    (c)  Number
      of
      Shares Covered by Option: [Insert
      Number of Shares]

    (d)  Option
      Exercise Price Per Share: [Insert
      Stock Price at closing]

    


     

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    IN
      WITNESS WHEREOF, the undersigned have executed this Option Agreement to be
      effective as of the Date of Grant set forth above.

    
      	
               

            	
              CLARK,
                INC.

               

              By: 

                

              

              James
                W. Radosevich

              Vice
                President and Corporate Secretary

               

            
	
               

            	
               

               

               

               

              [Insert
                Full Name],
                Optionee

               

              Social
                Security Number: [Insert
                SSN #]

               

              Optionee’s
                Address:

               

              [Insert
                home address]

               

            


    

    


     

    
      
        
        

      

      
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