Exhibit 10.1


    FOURTH
      AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This
      Agreement (the “Amendment”) is a Fourth Amendment to the Employment Agreement
      dated September 1, 1999 and as amended by the First Amendment to the Employment
      Agreement dated March 6, 2002, by the Second Amendment dated May 1, 2003 and
      by
      the Third Amendment to the Employment Agreement dated November 1, 2003 (as
      amended, the “Agreement”) by and between W.T. Wamberg (the “Executive”) and
      Clark, Inc. (the “Company”) which the parties have made and entered into as of
      the 20th day of March, 2006.

     

    Introduction

     

    WHEREAS,
      the Executive and the Company are parties to the Agreement pursuant to which
      the
      Company offered employment to the Executive and the Executive accepted such
      offer of employment on the terms set forth in the Agreement;

     

    WHEREAS,
      the Company and the Executive have mutually agreed on certain changes in the
      Executive’s Base Salary and Annual Bonus;

     

    NOW,
      THERFORE, BE IT RESOLVED, in consideration of the mutual covenants set forth
      herein, the Company and the Executive hereby agree as follows:

     

    Terms
      of Amendment

     

    	1.  	
            Section
              4(a) of the Agreements shall be amended effective, March 20, 2006,
              by
              deleting the existing Section 4(a) in its entirety and replacing it
              with
              the following:

          


     

    Salary.
      During
      the Period of Employment, the Company shall pay the Executive an annualized
      base
      salary of Two Hundred Sixty Thousand Dollars ($260,000) per year (the “Base
      Salary”). The Base Salary shall be reviewed annually at the end of each fiscal
      year during the Period of Employment by the Compensation Committee of the
      Company’s Board of Directors (the “Committee”). Based upon such reviews the
      Committee may change the Base Salary. Beginning March 18, 2006, the Executive
      shall be paid an annualized Base Salary of Fifty Thousand Dollars ($50,000)
      per
      year. The Executive’s Base 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.

     

    
      	 	
              2.

            	
              Section
                4(b) of the Agreement shall be amended, effective March 20, 2006,
                by
                deleting the existing Section 4(b) in its entirety and replacing
                it with
                the following:

            


    

     

    Annual
      Bonus.
      In
      addition to the Base Salary, the Executive shall be eligible to receive an
      annual bonus (the “Annual Bonus”) of up to 140% of his Base Salary, as
      determined by the Committee in its sole discretion. Beginning with the 2006
      fiscal year, the Executive shall be eligible to receive a bonus of up to 160%
      of
      his Base Salary, to be paid in either cash or an equivalent number of options
      to
      purchase the common stock of Clark, Inc. at an exercise price equal to the
      fair
      market value of such common stock on the date of grant, which grant will be
      made
      under the Company’s Incentive Compensation Plan or a substantially equivalent
      stock option plan (the “Option Plan”). For purposes of this Section 4(b) only,
      the Base Salary to be used for the 2006 Fiscal Year for the calculation of
      the
      Annual Bonus shall be Five Hundred and Fifty Thousand Dollars ($550,000). For
      fiscal years beginning in 2007, the Committee shall decide, in its sole
      discretion, the amount of Base Salary to be used in the calculation of the
      Annual Bonus. The grant date of any options which are awarded to the Executive
      for payment of the Annual Bonus as well as the vesting of such options, shall
      also be determined by the Committee in its sole discretion. Any payments of
      the
      Annual Bonus which are made in cash 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.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	3.  	
            A
              new Section 4(c) shall be added to the Agreement, effective March 20,
              2006, to read as follows:

          


     

    Annual
      Options.
      Effective March 18, 2006, Executive shall be granted options with a
      Black-Scholes value on the date of grant, as determined by the Committee, equal
      to $384,615, with such options vesting in substantially equal amounts quarterly
      between the grant date and the first anniversary of the grant date. Effective
      January 1, 2007, and each January 1 thereafter during the Period of Employment,
      the Committee shall grant Executive options with a Black-Scholes value on the
      date of grant, as determined by the Committee, equal to $500,000 (or such other
      amount as determined by the Committee), with such options vesting in
      substantially equal amounts on the last day of each calendar quarter during
      the
      year. The Committee may grant such other equity awards to Executive as it
      determines in its sole discretion.

    


    
      	 	
              4.

            	
              This
                Amendment shall be attached to and form a part of the Agreement between
                the Executive and the Company. Except as modified by the Amendment,
                the
                Agreement shall remain in full force and effect without modification.
                This
                Amendment may be executed in one or more counterparts, all of which
                taken
                together shall constitute one and the same
                instrument.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, W.T. WAMBERG AND CLARK, INC. HAVE DULY ACKNOWLEDGED THIS
      AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED SEPTEMBER 1, 1999, AS AMENDED,
      AND
      ACKNOWLEDGE THAT EACH PARTY HAS READ, UNDERSTANDS AND ACCEPTS THE CONTENTS
      OF
      THIS AMENDMENT, AND THAT EACH PARTY HAS EXECUTED THIS AMENDMENT EFFECTIVE AS
      OF
      THE DATE FIRST WRITTEN ABOVE.

     

    


     

    
      	
              W.T.
                WAMBERG

               

              /s/
                W. T. Wamberg

              W.T.
                Wamberg

               

              March
                20, 2006

              Date

            	
              CLARK,
                INC.

               

              By: /s/
                Thomas M. Pyra

               

              Its:
                President

               

              March
                20, 2006

               

              Date