Exhibit 10.1


    Exhibit
      10.1

     

    
 

    FIFTH
      AMENDMENT TO EMPLOYMENT AGREEMENT

     

    This
      Agreement (the “Amendment”) is a Fifth 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, by
      the
      Third Amendment to the Employment Agreement dated November 1, 2003 and by the
      Fourth Amendment to the Employment Agreement dated March 20, 2006 (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 31st day
      of December, 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 Compensation and reimbursements for estate planning
      costs;

     

    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, December 31, 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. Beginning on January 1, 2007, the Executive shall be paid an annualized
      Base Salary of Five Hundred and Fifty Thousand Dollars ($550,000) per year
      and
      such Base Salary may be adjusted on an annual basis thereafter. 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 December 31, 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. 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 amount of Base Salary to
                be used
                in the calculation of the Annual Bonus shall be the actual Base Salary
                of
                the Executive. Any payments of the Annual Bonus 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.

            


    

     

     

    
      
        
        

      

      
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      	3.  	
              Section
                4(c) of the Agreement shall be amended, effective December 31, 2006,
                by
                deleting the existing Section 4(c) in its entirety and replacing
                it with
                the following:

            


    

     

    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 may grant such other equity awards or options to Executive as
      it
      determines in its sole discretion.

    


    
      	4.  	
              Section
                5(c)(4) of the Agreement shall be amended, effective December 31,
                2006, by
                deleting the existing Section 5(c)(4) in its entirety and replacing
                it
                with the following:

            


    

     

    (4)
      reimburse the Executive for the costs incurred by him for estate planning
      purposes provided by Ayco or such other individual or firm acceptable to both
      the Executive and the Company and such reimbursement shall be subject to an
      annual limit of Twenty Thousand Dollars ($20,000) beginning in 2007;
      and

     

    
      	5.  	
              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.

            


    

     

     

    
      
        
        

      

      
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    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

               

              January
                3, 2007    

              Date

            	
              CLARK,
                INC.

               

              By: /s/
                Thomas M. Pyra

               

              Its: President

               

              January
                5, 2007 

              Date

               

            
	 	 


    

    


    
      
        
        

      

      
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