**CLARK,
      INC.**




**RESTRICTED
      STOCK AGREEMENT**







THIS
      RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and entered into as of
      April 3, 2006, between Clark, Inc., a Delaware corporation (the “Company”), and
      __________________ (the “Employee”), an individual currently employed by the
      Company or one of its subsidiaries or affiliates.




1.  Award
      of Restricted Stock Shares .
      The
      Company hereby awards to Employee _____________ Restricted Stock Shares pursuant
      to the terms of the Clark, Inc. Incentive Compensation Plan.







2.  Vesting
      Schedule .
      Subject
      to Sections 1, 5 6 and 7 hereof, the Employee shall have the right to the
      shares of Common Stock under this Agreement as follows:




(a)  as
      of
      April 3, 2007, the restrictions will lapse with respect to 25% of the Restricted
      Stock Shares and such shares shall vest; and




(b)  as
      of
      April 3, 2008, the restrictions will lapse with respect to 25% of the Restricted
      Stock Shares and such shares shall vest; and




(c)  as
      of
      April 3, 2009, the restrictions will lapse with respect to 25% of the Restricted
      Stock Shares and such shares shall vest; and




(d)  as
      of
      April 3, 2010, the restrictions will lapse with respect to 25% of the Restricted
      Stock Shares and such shares shall vest.




3.  Conversion
      of Restricted Stock Shares and Payment of Accumulated Dividends .




(a)  As
      soon
      as administratively practical following the Vesting Dates specified in Section
      2
      of this Agreement, the Company shall deliver to the Employee the number of
      shares of common stock of the Company (“Stock”), without restrictions,
      corresponding to the vested Restricted Stock Shares (as determined under
      Sections 1 and 2 above). The Stock used for this purpose may come from the
      Company’s authorized but unissued shares, or from the Company’s treasury
      shares.




(b)  At
      or
      about the time that shares of Stock corresponding to vested Restricted Stock
      Shares are delivered to the Employee, the Company shall also deliver to Employee
      an amount in cash equal to the product of (i) the amount of dividends paid
      since
      April 3, 2006 on each share of Stock multiplied by (ii) the number of vested
      Restricted Stock Shares delivered to the Employee.




4.  Non-transferability .
      Except
      to the extent otherwise determined by the Company, no Restricted Stock Shares
      shall be assignable or otherwise transferable by Employee other than by will
      or
      by the laws of descent and distribution and, unless otherwise provided by the
      Company, during the life of Employee any elections with respect to Restricted
      Stock Shares may be made only by Employee or Employee’s guardian or legal
      representative.




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5.  Termination
      of Employment .




(a)  Except
      to
      the extent provided in Section 6 or 7 hereof or any employment agreement or
      severance agreement between Employee and the Company or any of its subsidiaries
      or affiliates, the provisions of this Section 5 shall apply to unvested
      Restricted Stock Shares upon Employee’s termination of employment with the
      Company and all subsidiaries or affiliates of the Company (“Termination”) for
      any reason.




(b)  In
      the
      event of Employee’s Termination before the end of the final vesting date
      specified in Section 2 of this Agreement by reason of death, disability,
      termination by the Company without “cause,” or a Change in Control pursuant to
      Section 7 of this Agreement, restrictions on Restricted Stock Shares shall
      immediately lapse and such shares shall become vested. “Disability” for this
      purpose shall mean “disability” as defined under the Company’s then current
      Group Long-Term disability plan. “Cause” shall have the meaning set forth in the
      employment agreement applicable to Employee or, if no such employment agreement
      exists shall be defined as follows:




(i)  any
      gross
      misconduct or gross negligence in the performance of his duties that materially
      and adversely affects the Company; or




(ii)  a
      material breach of the Intellectual Property and Confidentiality Agreement
      with
      the Company; or




(iii)  the
      intentional diversion of a material financial opportunity away from the Company
      or any Clark subsidiary or affiliates; or




(iv)  the
      commission of an act of dishonesty or fraud that is of a material nature and
      involves a material breach of trust with respect to the interests of the
      Company; or




(v)  the
      conviction of Employee for any felony or of a crime involving moral
      turpitude.




(c)  Unless
      the Committee provides otherwise, in the event of Employee’s Termination during
      the vesting Period for any reason other than as provided in Section 5(b),
      all unvested Restricted Stock Shares shall be canceled and
      forfeited.




6.  Forfeiture
      and Clawback related to Employee Actions. Employee
      agrees that if, during the term of Employee’s employment by, or service as a
      Director of, the Company or a subsidiary and for a period of twelve months
      following the termination of Employee’s employment, or service as a Director of,
      there occurs a Forfeiture Event (as defined in clause (a) below), the
      consequences specified in clause (b) below will occur.




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(a)  A
      Forfeiture Event shall have occurred if, Employee, either alone or on behalf
      of
      any business competing with the Company or any Affiliate, directly or indirectly
      (i) solicits or induces, or in any manner attempts to solicit or induce any
      person employed by, or an agent of, the Company or any Affiliate to terminate
      his contract of employment or agency, as the case may be, with the Company
      or
      any Affiliate, as the case may be, or (ii) solicits, diverts, or attempts to
      solicit or divert, as a supplier or customer, any person, concern or entity
      which, as of the date of termination or during the one year period prior
      thereto, furnishes products or services to, or receives products and services
      from the Company or any Affiliate, or Employee attempts to induce any such
      supplier or customer to cease being (or any prospective supplier or customer
      not
      to become) a supplier or customer of the Company or any Affiliate. The term
      “suppliers” means suppliers of goods and services that are significant to the
      conduct of the business of the Company’s Pearl Meyer and Partners business unit
      and customers (regardless of significance) of the Pearl Meyer and Partners
      business unit.




(b)  If,
      during the twelve month period following Employee’s termination, of employment
      with the Company, for any reason except termination by reason of termination
      by
      the Company without “cause” or a Change in Control pursuant to Section 7 of this
      Agreement, the Employee has been deemed to have violated the terms of Section
      6
      of this Agreement or there has occurred a Forfeiture Event under this Section
      6,
      the Employee shall reimburse the Company for the after-tax fair market value
      of
      the Restricted Stock Shares which were delivered to the Employee during the
      prior twelve months. The Employee acknowledges the Company’s right to recover
      such amounts due from any and all amounts due the Employee for prior services
      as
      an employee. The Employee further acknowledges that they will have no right
      to
      the further delivery of any other vested Restricted Stock Shares which have
      not
      yet been acquired by the Employee.




7.  Change
      in Control .
      In the
      event of a Change in Control on or prior to the end of the final vesting date
      specified in Section 2 of this Agreement, the restrictions on any outstanding
      Restricted Stock Shares shall immediately lapse and such shares shall
      immediately vest. For purposes of this Agreement, a “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 is sold to another
      person, corporation, partnership or other entity; or (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 Employee or Employee’s family members
      or any person, organization or entity that is controlled by Employee or
      Employee’s family members, becomes the owner of record or beneficially of
      securities of the Company that represent 33 1/3% or more of the combined voting
      power of the Company’s then outstanding securities entitled to elect the Board
      of Directors of the Company; or (iii) the Board of Directors of the Company
      or a committee thereof makes a determination in its reasonable judgment that
      a
“Change in Control” has taken place. In addition, if the Company sells or
      divests the subsidiary or division of the Company of which the Employee is
      a
      part of to another person, corporation, partnership or entity, the restrictions
      on any outstanding Restricted Stock Shares shall immediately lapse and such
      shares shall immediately vest.




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8.  Withholding
      Tax .
      Employee may be subject to withholding taxes as a result of the vesting of
      Restricted Stock Shares. Employee shall pay to the Company in cash, promptly
      when the amount of such obligations become determinable, all applicable federal,
      state, local and foreign withholding taxes that result from such vesting.
      Notwithstanding the foregoing, the Company may determine to withhold shares
      of
      Stock to pay the amount of tax required to be withheld upon vesting of
      Restricted Stock Shares, unless Employee has otherwise provided for payment
      of
      withholding taxes. Any shares of Stock so withheld will be valued as of the
      date
      they are withheld. In no event will the value of shares withheld exceed the
      required federal, state, local and foreign withholding tax obligations as
      computed by the Company.




9.  Administration .
      The
      Restricted Stock Shares awarded by this Agreement will be administered by the
      Committee, whose decisions and determinations will be final and binding.
      Participation is this program does not represent a guarantee of continued
      employment.




10.  Counterparts .
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




11.  GOVERNING
      LAW .
      THIS
      AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
      TO CONFLICT OF LAW PRINCIPLES.




CLARK,
                INC.
              
              By:_____________________________________________
              Name:
              Title:______________________________________________
              [Name
                of Employee]





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