<PAGE>   1
                                                                   EXHIBIT 10.32


                                                                            TODD



                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement"), is made and entered into
as of this ___ day of _______, 1998, to be effective as of July 1, 1998 (the
"Effective Date"), by and between Clark/Bardes Holdings, Inc., a Delaware
corporation ("the Company"), and Melvin G. Todd, a resident of Texas (the
"Employee").

                              W I T N E S S E T H:

         WHEREAS, the Company is a corporation engaged in business in the State
of Texas and throughout the United States; and

         WHEREAS, the Company desires to employ the Employee in the capacity of
President and Chief Executive Officer, upon the terms and conditions
hereinafter set forth; and

         WHEREAS, the Employee is willing to enter into this Agreement with
respect to his employment and services upon the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, the Company hereby employs the Employee and the
Employee hereby accepts such employment upon the terms and conditions
hereinafter set forth:

         1.      Term of Employment.  The term of employment under this
Agreement shall be for a period of three (3) years, commencing on the Effective
Date and terminating on June 30, 2001.  Unless the Employee's employment is
terminated or notice of termination is given by one of the parties hereto prior
to the expiration of this Agreement, the Employee's employment shall
automatically continue for a period of ninety (90) days after the expiration of
the term of this Agreement and during such time the parties will attempt to
negotiate the terms and conditions for the Employee's continued employment and
determine the desirability of executing a new employment agreement.

         2.      Duties of the Employee.  The Employee agrees that during the
term of this Agreement, he will devote his full professional and
business-related time, skills and best efforts to the businesses of the Company
in the capacity of President and Chief Executive Officer, or such other
capacity as the Company and the Employee may agree upon.  If there are major
significant changes in the duties or responsibilities of the Employee
inconsistent with Employee's status and responsibilities that are not mutually
agreed upon, the Employee may terminate his employment within sixty (60) days
of any such change.  In addition, the Employee shall devote all necessary time
and his best efforts in the performance of any other duties as may be assigned
to him from time to time by the Board of Directors of the Company including,
but not limited to, serving in similar capacities with parents, subsidiaries
and affiliates of the Company and on the Board of Directors of the Company or
any parent, subsidiary or affiliate of the Company if elected. The Company may
elect to cause any subsidiary or affiliate to provide any of the compensation
and benefits required to be provided to Employee hereunder.  The Employee shall
devote his full professional and business skills to the Company as his primary
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responsibility.  The Employee may engage in personal, passive investment
activities provided such activities do not interfere with the performance of
his duties hereunder and violate the noncompetition and nondisclosure
provisions set forth herein.

         3.      Compensation.

                 (a)      Base Salary.  The Company shall pay the Employee an
         annual base salary of Two Hundred Fifty Thousand Dollars ($250,000)
         per annum (or fraction for portions of a year).  Such base salary will
         be adjusted from time to time in accordance with then current standard
         salary administration guidelines of the Company.  The Employee's
         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.

                 (b)      Annual Bonus.  In addition to the salary set forth in
         Section 3(a) hereof, the Employee shall receive a bonus each year
         during the term of this Agreement in an amount as determined in
         accordance with the 1998 Bonus Plan with respect to 1998 and
         thereafter Employee shall participate in the 1999 Annual Bonus Plan of
         the Company.

         4.      Fringe Benefits.  The terms of this Agreement shall not
foreclose the Employee from participating with other employees of the Company
in such fringe benefits or incentive compensation plans as may be authorized
and adopted from time to time by the Company; provided, however, that the
Employee must meet any and all eligibility provisions required under said
fringe benefits or incentive compensation plans.  The Employee may be granted
such other fringe benefits or perquisites as the Employee and the Company may
from time to time agree upon.

         5.      Vacations.  The Employee shall be entitled to the number of
paid vacation days in each calendar year as shall be determined by the Board of
Directors of the Company from time to time.  In no event, however, shall the
Employee be entitled to less than four (4) weeks paid vacation during each
calendar year.

         6.      Reimbursement of Expenses.  The Company recognizes that the
Employee will incur legitimate business expenses in the course of rendering
services to the Company hereunder.  Accordingly, the Company shall reimburse
the Employee, upon presentation of receipts or other adequate documentation,
for all necessary and reasonable business expenses incurred by the Employee in
the course of rendering services to the Company under this Agreement.

         7.      Working Facilities.  The Employee shall be furnished an
office, administrative assistance and such other facilities and services
suitable to his position and adequate for the performance of his duties, which
shall be consistent with the policies of the Company.

         8.      Termination.  The employment relationship between the Employee
and the Company created hereunder shall terminate before the expiration of the
stated term of this Agreement upon the occurrence of any one of the following
events:



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                 (a)      Death or Permanent Disability.  The death or
         permanent disability of the Employee.  For the purpose of this
         Agreement, the "permanent disability" of the Employee shall mean the
         Employee's inability, because of his injury, illness, or other
         incapacity (physical or mental), to perform the essential functions of
         the position contemplated herein, with or without reasonable
         accommodation to the Employee with respect to such injury, illness or
         other incapacity, for a continuous period of 150 days or for 180 days
         out of a continuous period of 360 days.  Such permanent disability
         shall be deemed to have occurred on the 150th consecutive day or on
         the 180th day within the specified period, whichever is applicable.

                 (b)      Termination for Cause.  The following events, which
         for purposes of this Agreement shall constitute "cause" for
         termination:

                          (1)     The willful breach by the Employee of any
                 provision of Sections 2, 11, 12, or 13 hereof (including but
                 not limited to a refusal to follow lawful directives of the
                 Board of Directors of the Company) after notice to the
                 Employee of the particular details thereof and a period of ten
                 (10) days thereafter within which to cure such breach and the
                 failure of the Employee to cure such breach within such ten
                 (10) day period;

                          (2)     Any act of fraud, misappropriation or
                 embezzlement by the Employee with respect to any aspect of the
                 Company's business;

                          (3)     The use of illegal drugs by the Employee
                 during the term of this Agreement that, in the determination
                 of the Board of Directors of the Company, substantially
                 interferes with the Employee's performance of his duties
                 hereunder;

                          (4)     Substantial failure of performance by the
                 Employee that is repeated or continued after thirty (30) days
                 written notice to the Employee of such failure and that is
                 reasonably determined by the Board of Directors of the Company
                 to be materially injurious to the business or interests of the
                 Company and which failure is not cured by the Employee within
                 such thirty (30) day period; or

                          (5)     Conviction of the Employee by a court of
                 competent jurisdiction of a felony or of a crime involving
                 moral turpitude.

         Any notice of discharge shall describe with reasonable specificity the
cause or causes for the termination of the Employee's employment, as well as
the effective date of the termination (which effective date may be the date of
such notice).  If the Company terminates the Employee's employment for any of
the reasons set forth above, the Company shall have no further obligations
hereunder from and after the effective date of termination (other than as set
forth below) and shall have all other rights and remedies available under this
Agreement or any other agreement and at law or in equity.

                 (c)      Termination by the Employee with Notice.  The
         Employee may terminate this Agreement without liability to the Company
         arising from the resignation of the





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         Employee upon ninety (90) days prior written notice to the Company.
         The Company retains the right after proper notice of the Employee's
         voluntary termination to require the Employee to cease his employment
         immediately; provided, however, in such event, the Company shall
         remain obligated to pay the Employee his salary during the ninety (90)
         day notice period or the remaining term of this Agreement, whichever
         is less.  During such ninety (90) day notice period, which in no event
         shall exceed the remaining term of this Agreement, the Employee shall
         provide such consulting services to the Company as the Company may
         reasonably request and shall assist the Company in training his
         successor and generally preparing for an orderly transition.

                 (d)      Termination by the Company with Notice.  The Company
         may terminate this Agreement at any time upon ninety (90) days prior
         written notice to the Employee; provided, however, upon such notice
         the Employee shall not be required to perform any services for the
         Company other than during the ninety (90) day period immediately
         following the receipt of such notice of termination.  During such time
         period, the Employee shall assist the Company in training his
         successor and generally preparing for an orderly transition.  If at
         the time the Company provides the Employee with notice, as required by
         this Section 8(d), the remaining term of this Agreement is less than
         ninety (90) days, the term of this Agreement shall automatically be
         extended without further action by any party to the extent necessary
         to give full effect to the ninety (90) day notice period required
         herein.

         9.      Compensation Upon Termination.

                 (a)      General.  Unless otherwise provided for herein, upon
         the termination of the Employee's employment under this Agreement
         before the expiration of the stated term hereof for any reason, the
         Employee shall be entitled to (i) the salary earned by him before the
         effective date of termination, as provided in Section 3(a) hereof,
         prorated on the basis of the number of full days of service rendered
         by the Employee during the year to the effective date of termination,
         (ii) any accrued, but unpaid, vacation or sick leave benefits, (iii)
         any authorized but unreimbursed business expenses, and (iv) any
         accrued, but unpaid annual bonus which will be paid in the year
         following the Employee's termination in accordance with the Company's
         customary practices.

                 (b)      Termination For Other Than Cause.  If such
         termination is the result of the discharge of the Employee by the
         Company for any reason other than (i) his death or permanent
         disability, (ii) by the Company or the Employee with notice pursuant
         to Section 8(d) or 8(c), respectively, or (iii) for cause (as defined
         in Section 8(b) hereof), then the Employee shall be entitled to
         receive as severance compensation an amount equal to the salary
         (excluding bonuses) that the Employee would have received for the
         greater of 90 days or the remainder of the term of this Agreement, in
         either case, in accordance with the regular payroll periods of the
         Company.  The severance payment provided for in this Section 9(b)
         shall be made to the Employee on the effective date of the
         termination.  If the Employee's employment hereunder terminates
         because of the death of the Employee, all amounts that may be due to
         him under the terms of this Agreement shall be paid to his
         administrators, personal representatives, heirs and legatees, as may
         be appropriate.





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                 (c)      Termination For Cause.  If the employment
         relationship hereunder is terminated by the Company for cause (as
         defined in Section 8(b) hereof), the Employee shall not be entitled to
         any severance payment, but shall be entitled to receive the
         compensation and other benefits provided for in Section 9(a)(i), (ii)
         and (iii) above.

                 (d)      Termination by the Company with Notice.  If the
         employment relationship is terminated by the Company pursuant to
         Section 8(d) hereof (and not for cause or the permanent disability of
         the Employee), then the Employee shall be entitled to receive his
         salary during the ninety (90) day notice period together with a
         severance payment in an amount equal to the salary that the Employee
         would have received for a period of one (1) year after the effective
         date of the termination in accordance with the regular payroll periods
         of the Company.  This severance payment shall be in addition to the
         compensation and other benefits to be paid to the Employee pursuant to
         Section 9(a) above.

                 (e)      Termination by the Employee with Notice.  If the
         employment relationship is terminated by the Employee pursuant to the
         provisions of Section 8(c) hereof, the Employee shall be entitled to
         receive his salary during the notice period (such notice period not to
         exceed the remaining term of this Agreement) but he shall not receive
         or otherwise be entitled to any severance compensation nor shall the
         Employee be entitled to receive any accrued but unpaid bonus.  The
         Employee shall, however, be entitled to the compensation and other
         benefits provided for in Section 9(a)(i),(ii) and (iii).

                 (f)      Survival.  The provisions of Sections 9, 11, 12, and
         13 hereof shall survive the termination of the employment relationship
         hereunder and this Agreement to the extent necessary or reasonably
         appropriate to effect the intent of the parties hereto as expressed in
         such provisions.

         10.     Other Agreements.  This Agreement shall be separate and apart
from, and shall be deemed to alter the terms of, any executive compensation
agreements, deferred compensation agreements, bonus agreements, general
employment benefit plans, stock option plans and any other plans or agreements
entered into between the Employee and the Company pursuant to which the
Employee has been granted specific rights, benefits or options.

         11.     Noncompetition.  The Employee agrees that, during his
employment with the Company and for a period of two (2) years from the date of
termination of his employment with the Company, he will not directly or
indirectly engage in or have any financial interest in any business which is in
competition with the business of the Company, its parent, any subsidiary or
affiliate ("Prohibited Activities"), including but not limited to, the
businesses listed on Exhibit A hereto, anywhere within the United States of
America (the "Restricted Area").  For purposes of this Section 11, the Employee
recognizes and agrees that the Company conducts and will conduct business in
the entire Restricted Area and that the Employee will perform his duties for
the Company within the entire Restricted Area.  The Employee shall be deemed to
be engaged in





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<PAGE>   6
and carrying on the Prohibited Activities if he engages in the Prohibited
Activities in any capacity whatsoever, including, but not limited to, by or
through a partnership of which he is a general or limited partner or an
employee engaged in such activities, or by or through a corporation or
association of which he owns five percent (5%) or more of the stock or of which
he is an officer, director, employee, member, representative, joint venturer,
independent contractor, consultant or agent who is engaged in such activities.
The Employee agrees that during the two (2) year period described above, he
will notify the Company of the name and address of each company with whom he
has accepted employment during such period.  Such notification shall be made in
writing within five (5) days after the Employee accepts any employment or new
employment by certified mail, return receipt requested.

         12.     Confidential Information.  The Employee further agrees that,
during his employment with the Company and thereafter, he will keep
confidential and not divulge to anyone, disseminate or appropriate for his own
benefit or the benefit of another any confidential, operational, financial and
proprietary information known or obtained by the Employee, whether before or
after the date hereof, relating to the Company including, by way of example and
not limitation, any and all notes, analyses, compilations, studies, plans,
records, reports, strategies, forecasts, client lists, trade secrets,
intellectual property agreements, pricing policies, contracts, sales
techniques, marketing brochures, budgets, memoranda, financial statements,
catalogues, books, manuals or other documents which reflect such information
(collectively, the "Confidential Information").  The Employee hereby
acknowledges and agrees that this prohibition against disclosure of
Confidential Information is in addition to, and not in lieu of, any rights or
remedies that the Company may have available pursuant to the laws of any
jurisdiction or at common law or pursuant to any other agreements that Employee
may have with the Company to prevent the disclosure of trade secrets or
intellectual property, and the enforcement by the Company of its rights and
remedies pursuant to this Agreement shall not be construed as a waiver of any
other rights or available remedies that it may possess in law or equity absent
this Agreement.

         13.     Nonsolicitation of Employees.  The Employee covenants that,
during his employment with the Company and for a period of one (1) year from
the date of termination of his employment with the Company, he will not (i)
directly or indirectly induce or attempt to induce any employee of the Company
to terminate his or her employment, or (ii) without prior written consent of
the Company, offer employment either on behalf of himself or on behalf of any
other individual or entity to any employee of the Company or to any terminated
employee of the Company.

         14.     Property of the Company.  The Employee acknowledges that from
time to time in the course of providing services pursuant to this Agreement he
shall have the opportunity to inspect and use certain property, both tangible
and intangible, of the Company and the Employee hereby agrees that such
property shall remain the exclusive property of the Company, and the Employee
shall have no right or proprietary interest in such property, whether tangible
or intangible, including, without limitation, the Employee's customer and
supplier lists, contract forms, books of account, computer programs and similar
property.





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<PAGE>   7
         15.     Equitable Relief.  The Employee acknowledges that the services
to be rendered by him are of a special, unique, unusual, extraordinary, and
intellectual character, which gives them a peculiar value, and the loss of
which cannot reasonably or adequately be compensated in damages in an action at
law, and that a breach by him of any of the provisions contained in this
Agreement will cause the Company irreparable injury and damage.  The Employee
further acknowledges that he possesses unique skills, knowledge and ability and
that competition by him in violation of this Agreement or any other breach of
the provisions of this Agreement would be extremely detrimental to the Company.
By reason thereof, the Employee agrees that the Company shall be entitled, in
addition to any other remedies it may have under this Agreement or otherwise,
to injunctive and other equitable relief to prevent or curtail any breach of
this Agreement by him.

         16.     "Change of Control".  In the event (each such event, a "Change
of Control"):  (1) 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; or (2) 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, 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 Directors;
or (3) the Board of Directors of the Company or a committee thereof makes a
determination in its reasonable judgment that a "Change of Control" of the
Company has taken place; the term during which this Agreement shall be
effective shall include the remaining term of this Agreement following the date
of the Change of Control plus two (2) years, and the Employee's compensation
for such period shall be based on the following formula, shall be subject to
the following conditions, and shall be in lieu of the compensation provided for
under Section 3 of this Agreement and in lieu of the compensation upon
termination provided for under Section 9 of this Agreement (except for Section
9(a), which shall still apply):

              (a)         The Employee shall be paid an annual salary for the
         remaining term of this Agreement plus two (2) years consisting of one
         hundred percent (100%) of the average amount of total cash
         compensation (including annual bonuses paid pursuant to Section 3(b)
         hereof), excluding payments made under tax benefit bonuses paid upon
         the lapse of resale restrictions on common stock for certain officers,
         paid to the Employee for the two (2) calendar years prior to the
         Change of Control.

              (b)         The Employee shall be paid an annual amount for the
         remaining term of this Agreement plus two (2) years in consideration
         of the noncompetition covenant of Section 11 of this Agreement
         consisting of fifty percent (50%) of the average amount of total cash
         compensation (including annual bonuses paid pursuant to Section 3(b)
         hereof), excluding payments made under tax benefit bonuses paid upon
         the lapse or resale restrictions on common stock for certain officers,
         paid to the Employee for the two (2) calendar years prior to the
         Change of Control.  Such annual amounts shall be paid quarterly in
         advance.





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              (c)         Notwithstanding any of the provisions of this
         Agreement, the amount of all payments to be made pursuant to this
         Section 16 after a Change of Control shall not exceed one dollar
         ($1.00) less than that amount that would cause any such payment to be
         deemed a "parachute payment" as defined in Section 280G of the
         Internal Revenue Code of 1986, as amended (the "Code"), and as Section
         280G of the Code is then in effect at the time of such payment.

              (d)         Any payments made to the Employee following a Change
         of Control that shall be disallowed, in whole or in part, as a
         deductible expense to the Company for Federal income tax purposes by
         the Internal Revenue Service on the basis that Section 280G of the
         Code prohibits such deduction shall be reimbursed by the Employee to
         the full extent of such disallowance within six (6) months after the
         date of which the amount of such disallowance has been finally
         determined and the Company has paid the deficiency with respect to
         such disallowance.  The Company shall legally defend any proposed
         disallowance by the Internal Revenue Service and the amount required
         to be reimbursed by the Employee shall be the amount determined by an
         appropriate court in a final, nonappealable decision that is actually
         disallowed as a deduction.  In lieu of payment to the Company by the
         Employee, the Company may, in its discretion, withhold amounts from
         the Employee's future compensation payments until the amount owed to
         the Company has been fully recovered.  No such withholding shall occur
         prior to the date on which the Employee would be required to make
         reimbursement as provided herein.

              (e)         If the limitation set forth in this Section 16(c) may
         at any time become applicable to the amounts otherwise due pursuant to
         paragraphs (a) and (b) of Section 16, then the Company shall continue
         to pay the Employee all amounts as provided under paragraphs (a) and
         (b) of Section 16 until such time as cumulative payments equal the
         aggregate amount as limited by paragraph (c), and the Employee may
         terminate his employment relationship with the Company on three (3)
         months notice at any time within the last twelve (12) months of the
         time period during which the payments described in this Section 16(e)
         will be paid without affecting his rights to receive such payments.

              (f)         The Company shall have no obligation to pay the
         amounts set forth in paragraphs (a) and (b) of Section 16 as limited
         by paragraph (c) if there is reasonable proof that the noncompetition
         or Confidential Information provisions of Sections 11 and 12,
         respectively, of this Agreement are being violated.

              (g)         In the event the employment relationship is
         terminated for cause (pursuant to Section 8(b) hereof) following a
         Change of Control, the Company shall not be obligated to make any
         further payments of the compensation amounts provided for in this
         Agreement, except as provided in  Section 9(a) above.  Notwithstanding
         any other provision of this Agreement, except for paragraphs (e) and
         (j) of this Section 16, which shall control in the event the Employee
         terminates employment as provided in





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<PAGE>   9
         paragraphs (e) and (j), in the event the Employee voluntarily
         terminates employment following a Change of Control for other than
         Good Reason, as defined hereinafter, compensation amounts set forth in
         paragraphs (a) and (b) shall be payable only for a one (1) year period
         following termination of employment.

                 "Good Reason" to terminate employment with the Company occurs
         if: (1) duties are assigned that are materially inconsistent with
         previous duties; (2) duties and responsibilities are substantially
         reduced; (3) base compensation is reduced not as part of an across the
         board reduction for all senior officers or executives; (4)
         participation under compensation plans or arrangements generally made
         available to persons at the Employee's level of responsibility at the
         Company is denied; (5) a successor fails to assume this Agreement; or
         (6) termination is made without compliance with prescribed procedures.

              (h)         In the event the Employee is involuntarily terminated
         by the Company without cause, the Employee voluntarily terminates
         employment for Good Reason or the employment relationship is
         terminated by death or permanent disability of Employee, the Company's
         obligation to pay the compensation amounts provided in this Section 16
         shall survive termination of employment.

              (i)         In the event of termination of employment during the
         pendency of a "Potential Change of Control", as hereinafter defined,
         paragraphs (g) and (h) of this Section 16 shall apply as if an actual
         Change of Control had taken place.  A "Potential Change of Control"
         shall be deemed to have occurred if:  (1) the Company has entered into
         an agreement or letter of intent the consummation of which would
         result in a Change of Control; (2) any person publicly announces an
         intention to take or to consider taking actions that, if consummated,
         would constitute a Change of Control; or (3) the Board of Directors of
         the Company or a committee thereof in its reasonable judgment makes a
         determination that a Potential Change of Control for purposes of this
         Agreement has occurred.  A Potential Change of Control remains pending
         for purposes of receiving payments under this Agreement until the
         earlier of the occurrence of a Change of Control or a determination by
         the Board of Directors or a committee thereof (at any time) that a
         Change of Control is no longer reasonably expected to occur.

              (j)         Notwithstanding anything contained in this Agreement
         to the contrary, the Employee and the Company, or the person,
         corporation, partnership or other entity acquiring control of the
         Company pursuant to this Section 16, with the concurrence of the Chief
         Executive Officer and Compensation Committee of the Board of Directors
         of the Company, may mutually agree that the Employee, with three (3)
         months' notice, may terminate his employment and receive a lump sum
         payment equal to the present value of remaining payments under this
         Agreement discounted by the then current Treasury Bill rate for the
         remaining term of this Agreement.





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<PAGE>   10
         17.     Successors Bound.  This Agreement shall be binding upon the
Company and the Employee, their respective heirs, executors, administrators or
successors in interest, including without limitation, any corporation,
partnership or other entity acquiring control of the Company pursuant to
Section 16 hereof.

         18.     Severability and Reformation.  The parties hereto intend all
provisions of this Agreement to be enforced to the fullest extent permitted by
law.  If, however, any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future law, such provision shall be
fully severable, and this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision were never a part hereof, and the
remaining provisions shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its
severance.

         19.     Integrated Agreement.  This Agreement constitutes the entire
Agreement between the parties hereto with regard to the subject matter hereof,
and there are no agreements, understandings, specific restrictions, warranties
or representations relating to said subject matter between the parties other
than those set forth herein or herein provided for.

         20.     Attorneys' Fees.  If any action at law or in equity, including
any action for declaratory or injunctive relief, is brought to enforce or
interpret the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorneys' fees from the nonprevailing party,
which fees may be set by the court in the trial of such action, or may be
enforced in a separate action brought for that purpose, and which fees shall be
in addition to any other relief which may be awarded.

         21.     Notices.  All notices and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, mailed by certified mail (return
receipt requested) or sent by overnight delivery service, cable, telegram,
facsimile transmission or telex to the parties at the following addresses or at
such other addresses as shall be specified by the parties by like notice:

                 (a)         If to the Company:  Clark/Bardes, Inc.
                                                 2121 San Jacinto, Suite 2200
                                                 Dallas, Texas  75201
                                                 Attention: Mr. Keith Staudt
                                                 Facsimile No.:  (214) 720-6050

                 (b)         If to Employee:     Melvin G. Todd
                                                 4607 Briar Oaks Circle
                                                 Dallas, Texas  75287

         Notice so given shall, in the case of notice so given by mail, be
deemed to be given and received on the fourth calendar day after posting, in
the case of notice so given by overnight delivery service, on the date of
actual delivery and, in the case of notice so given by cable, telegram,
facsimile transmission, telex or personal delivery, on the date of actual
transmission or, as the case may be, personal delivery.





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         22.     Further Actions.  Whether or not specifically required under
the terms of this Agreement, each party hereto shall execute and deliver such
documents and take such further actions as shall be necessary in order for such
party to perform all of his or its obligations specified herein or reasonably
implied from the terms hereof.

         23.     GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF
THE STATE OF TEXAS.

         24.     Assignment.  This Agreement is personal to the Employee and
may not be assigned in any way by the Employee without the prior written
consent of the Company.  This Agreement shall not be assignable or delegable by
the Company, other than to an affiliate of the Company, except if there is a
Change of Control as defined in Section 16, the Company may assign its rights
and obligations hereunder to the person, corporation, partnership or other
entity that has gained such control.

         25.     Counterparts.  This Agreement may be executed in counterparts,
each of which will take effect as an original and all of which shall evidence
one and the same Agreement.





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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.


                                             COMPANY:
                                             
                          
                                             Clark/Bardes Holdings, Inc.        
                                             By:                                
                                                --------------------------------
                                             Name:                              
                                                  ------------------------------
                                             Title:                             
                                                   -----------------------------

                                                                                
                                                                                
                                             EMPLOYEE:                          
                                                                                
                                                                                
                                             -----------------------------------
                                             Melvin G. Todd





                                       12
<PAGE>   13
                                   EXHIBIT A

                             PROHIBITED ACTIVITIES

Competitors of the Company include, but are not limited to, the following
companies and their affiliates:

Compensation Resource Group
Mullur Consulting
TBG Financial
The Benefits Group
Management Compensation Group
The Todd Organization
AYCO
The Newport Group
Harris, Long, Scott, Crouch & Miller
M Financial
The Partners Group
The Hemisphere Group
Aon
J&H Marsh McClellen
BenMark
Seth Koppis





<PAGE>   14
                                 SCHEDULE 3(b)

                                  ANNUAL BONUS

                                [TO BE SUPPLIED]