EXHIBIT 10.1 AMENDMENT NO. 2004-1 TO CLARK CONSULTING DEFERRED COMPENSATION PLAN

 

                                                                    EXHIBIT 10.1

 

                              AMENDMENT NO. 2004-1

 

                                       TO

 

                                CLARK CONSULTING

                           DEFERRED COMPENSATION PLAN

 

         WHEREAS, Clark, Inc, a Delaware corporation (the "Company"), maintains

the Clark Consulting Deferred Compensation Plan (the "Plan"), effective as of

February 1, 2001 and amended and restated as of December 8, 2003; and

 

         WHEREAS, all capitalized terms used herein have the meanings set forth

in the Plan unless otherwise indicated in this amendment; and

 

         WHEREAS, the Plan currently allows Participants to (i) allocate new

deferrals and new company contributions to the Clark, Inc. Stock Unit Fund

Measurement Fund, and (ii) re-allocate any portion of their existing Account

Balances to the Clark, Inc. Stock Unit Fund Measurement Fund. Further, the Plan

currently allows Participants to re-allocate any portion of their Account

Balance from the Clark, Inc. Stock Unit Fund Measurement Fund to any other

Measurement Fund, at any time.

 

         WHEREAS, the Company desires to amend the Plan to provide that (i)

amounts allocated to the Clark, Inc. Stock Unit Fund Measurement Fund may not

later be re-allocated to any other Measurement Fund at any time, and (ii) all

amounts allocated to the Clark, Inc. Stock Unit Fund Measurement Fund shall be

distributable in actual shares of Stock; and

 

         WHEREAS, the Company is empowered to amend the Plan pursuant to Section

13.2 of the Plan.

 

         NOW, THEREFORE, the Company hereby amends the Plan, effective as of

September 17, 2004 (the "Effective Date"), as follows:

 

         1.       Section 1.6 shall be replaced in its entirety with the

                  following language:

 

                  "Annual Installment Method" shall be an annual installment

                  payment over the number of years selected by the Participant

                  in accordance with this Plan, calculated as follows: (i) for

                  the first annual installment, the vested Account Balance of

                  the Participant shall be calculated as of the close of

                  business on or around the date on which the Participant

                  Retires, as determined by the Committee in its sole

                  discretion, and (ii) for remaining annual installments, the

                  vested Account Balance of the Participant shall be calculated

                  on every applicable anniversary of the date on which the

                  Participant Retires. Each annual installment shall be

                  calculated by multiplying this balance by a fraction, the

                  numerator of which is one and the denominator of which is the

                  remaining number of annual payments due the Participant. By

                  way of example, if the Participant elects a ten (10) year

                  Annual Installment Method, the first payment shall be 1/10 of

                  the vested Account Balance, calculated as described in this

                  definition. The following year, the payment shall be 1/9 of

                  the vested Account Balance, calculated as described in this

                  definition. Notwithstanding the above, if a Participant, who

                  has elected to receive his or her Retirement Benefit pursuant

                  to an Annual Installment Method in accordance with Article 7,

                  has allocated any portion of his or her Account Balance to the

                  Private Equity Fund Measurement

 

 

<PAGE>  

 

 

                  Fund, Hedge Fund Measurement Fund or other special Measurement

                  Fund, the Committee may, in its sole discretion, (i) delay

                  distribution of any amounts payable in a given year, and/or

                  (ii) adjust the amount of any annual installment(s) by paying

                  an amount that is greater or less than the annual installment

                  calculated pursuant to the 1/n formula. However, if a Disabled

                  Participant is being paid his or her Retirement Benefit in

                  accordance with Article 9, the Committee shall have no ability

                  to either (i) delay distribution of any amounts payable in a

                  given year, or (ii) adjust the amount of any annual

                  installment(s) by paying an amount that is greater or less

                  than the annual installment calculated pursuant to the 1/n

                  formula. Shares of Stock that shall be distributable from a

                  Participant's Account Balance shall be distributable in shares

                  of actual Stock in the same manner previously described. Each

                  annual installment shall be rounded to the closest full share

                  and subsequent annual installments shall be adjusted

                  accordingly. If a fractional share remains at the time the

                  final annual installment is payable, such fractional share

                  shall be paid in cash.

 

         2.       Section 3.10(a) shall be replaced in its entirety with the

                  following language:

 

                  MEASUREMENT FUNDS. Subject to the restrictions found in

                  Sections 3.10(c), (d) and (e) below, the Participant may elect

                  one or more of the measurement funds selected by the

                  Committee, in its sole discretion, which are based on certain

                  mutual funds (the "Measurement Funds"), for the purpose of

                  crediting or debiting additional amounts to his or her Account

                  Balance. As necessary, the Committee may, in its sole

                  discretion, discontinue, substitute or add a Measurement Fund.

                  Each such action will take effect as of the first day of the

                  first month that begins at least thirty (30) days after the

                  day on which the Committee gives Participants advance written

                  notice of such change.

 

         3.       Section 3.10(b) shall be replaced in its entirety with the

                  following language:

 

                  ELECTION OF MEASUREMENT FUNDS. Subject to the restrictions

                  found in Sections 3.10(c), (d) and (e) below, a Participant,

                  in connection with his or her initial deferral election in

                  accordance with Section 3.3(a) above, shall elect, on the

                  Election Form, one or more Measurement Fund(s) (as described

                  in Section 3.10(a) above) to be used to determine the amounts

                  to be credited or debited to his or her Account Balance. If a

                  Participant does not elect any of the Measurement Funds as

                  described in the previous sentence, the Participant's Account

                  Balance shall automatically be allocated into the lowest-risk

                  Measurement Fund, as determined by the Committee, in its sole

                  discretion. Subject to the restrictions found in Sections

                  3.10(c), (d) and (e) below, the Participant may (but is not

                  required to) elect, by submitting an Election Form to the

                  Committee that is accepted by the Committee, to add or delete

                  one or more Measurement Fund(s) to be used to determine the

                  amounts to be credited or debited to his or her Account

                  Balance, or to change the portion of his or her Account

                  Balance allocated to each previously or newly elected

                  Measurement Fund. If an election is made in accordance with

                  the previous sentence, it shall apply as of the first business

                  day deemed reasonably practicable by the Committee, in its

                  sole discretion, and shall continue thereafter for each

                  subsequent day in which the Participant participates in the

                  Plan, unless changed in accordance with the previous sentence;

                  provided, however, an election allocating amounts to and/or

                  from the Private Equity Fund Measurement Fund,

 

 

                                       2

<PAGE>

 

 

                  Hedge Fund Measurement Fund or other special Measurement Fund

                  or to the Clark, Inc. Stock Unit Fund Measurement Fund, where

                  applicable, shall be subject to the additional restrictions

                  described below.

 

         4.       Section 3.10(c)(i) shall be replaced in its entirety with the

                  following language:

 

                  A Participant may elect to allocate any portion of his or her

                  new deferrals and new company contributions and/or re-allocate

                  any portion of his or her Account Balance to the Clark, Inc.

                  Stock Unit Fund Measurement Fund. Notwithstanding the

                  preceding sentence, the Committee may postpone any allocation

                  or re-allocation that would otherwise be made in a period in

                  which the Participant would be prohibited (by Company policy

                  or otherwise) from acquiring equity securities of the Company

                  until after such period has expired. However, a Participant

                  may not re-allocate any portion of his or her Account Balance

                  from the Clark, Inc. Stock Unit Fund Measurement Fund to any

                  other Measurement Fund. Amounts allocated to the Clark, Inc.

                  Stock Unit Fund Measurement Fund shall only be distributable

                  in actual shares of Stock, except that a fractional share, if

                  any, shall be paid in cash.

 

         5.       Section 3.10(c)(ii) shall be replaced in its entirety with the

                  following language:

 

                  Any stock dividends, cash dividends or other non-cash

                  dividends that would have been payable on the Stock credited

                  to a Participant's Account Balance shall be credited to the

                  Participant's Account Balance in the form of additional shares

                  of Stock and shall automatically and irrevocably be deemed to

                  be re-invested in the Clark, Inc. Stock Unit Fund Measurement

                  Fund until such amounts are distributed to the Participant.

                  The number of shares credited to the Participant for a

                  particular stock dividend shall be equal to (a) the number of

                  shares of Stock credited to the Participant's Account Balance

                  as of the payment date for such dividend in respect of each

                  share of Stock, multiplied by (b) the number of additional

                  shares of Stock actually paid as a dividend in respect of each

                  share of Stock. The number of shares credited to the

                  Participant for a particular cash dividend or other non-cash

                  dividend shall be equal to (a) the number of shares of Stock

                  credited to the Participant's Account Balance as of the

                  payment date for such dividend in respect of each share of

                  Stock, multiplied by (b) the fair market value of the

                  dividend, divided by (c) the "fair market value" of the Stock

                  on the payment date for such dividend.

 

         6.       Section 5.4 shall be replaced in its entirety with the

                  following language:

 

                  WITHDRAWAL ELECTION. A Participant may elect, at any time, to

                  withdraw all or a portion of his or her vested Account

                  Balance, excluding the portion of the Account Balance

                  allocated to the Clark, Inc. Stock Unit Fund Measurement Fund,

                  the Private Equity Fund Measurement Fund, the Hedge Fund

                  Measurement Fund or other special Measurement Fund. For

                  purposes of this Section 5.4, the value of a Participant's

                  vested Account Balance shall be calculated as of the close of

                  business on or around the date on which receipt of the

                  Participant's election is acknowledged by the Committee, as

                  determined by the Committee in its sole discretion, less a

                  withdrawal penalty equal to 10% of the amount withdrawn (the

                  net amount shall be referred to as the "Withdrawal Amount").

                  This election can be made at any time, before or after

                  Retirement or Disability,

 

 

                                       3

<PAGE>

 

 

                  and whether or not the Participant is in the process of being

                  paid pursuant to an installment payment schedule. The

                  Participant shall make this election by giving the Committee

                  advance written notice of the election in a form determined

                  from time to time by the Committee. The Participant shall be

                  paid the Withdrawal Amount within sixty (60) days of his or

                  her election. Once the Withdrawal Amount is paid, the

                  Participant's participation in the Plan shall be suspended for

                  the remainder of the Plan Year in which the withdrawal is

                  elected and for one (1) full Plan Year thereafter.

 

         7.       Except as specifically provided in this Amendment, the

                  remaining provisions of the Plan, as amended, shall remain in

                  full force and effect.

 

         The Company has caused this Amendment to be signed by a duly authorized

officer effective as of the Effective Date.

 

                                        CLARK, INC.,

                                        a Delaware corporation

 

 

                                        By:    /s/ Thomas M. Pyra

                                               --------------------------------

                                        Title: Chief Operating Officer

 

 

                                       4

<PAGE>

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

 

================================================================================

 

 

 

                        Effective as of February 1, 2001

 

                  Amended and Restated as of December 8, 2003

 

 

 

 

 

 

 

 

 

 

 

 

                               Copyright (C) 2003

                              By Clark Consulting

                          Executive Benefits Practice

                              All Rights Reserved

 

 

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

                               TABLE OF CONTENTS

                                                                            Page

ARTICLE 1      Definitions ....................................................1

ARTICLE 2      Selection, Enrollment, Eligibility..............................7

     

     2.1       Selection by Committee..........................................7

     2.2       Enrollment Requirements.........................................7

     2.3       Eligibility; Commencement of Participation .....................7

     2.4       Termination of Participation and/or Deferrals ..................8

 

ARTICLE 3      Deferral Commitments/Company Contribution Amounts/Supplemental

               Matching Amounts/ 401(k) Restoration Matching Amounts/

               Vesting/Crediting/Taxes.........................................8

 

     3.1       Minimum Deferrals...............................................8

     3.2       Maximum Deferral................................................8

     3.3       Election to Defer; Effect of Election Form......................9

     3.4       Withholding and Crediting of Annual Deferral Amounts............9

     3.5       Rollover Amount................................................10

     3.6       Company Contribution Amount....................................10

     3.7       Annual 401(k) Restoration Matching Amount .....................10

     3.8       Annual Supplemental Matching Amount............................11

     3.9       Vesting........................................................11

     3.10      Crediting/Debiting of Account Balances.........................12

     3.11      FICA and Other Taxes...........................................15

 

ARTICLE 4      Deduction Limitation...........................................16

 

     4.1       Deduction Limitation on Benefit Payments.......................16

 

ARTICLE 5      Short-Term Payout; Unforeseeable Financial Emergencies;

               Withdrawal Election............................................16

     5.1       Short-Term Payout..............................................16

     5.2       Other Benefits Take Precedence Over Short-Term ................17

     5.3       Withdrawal Payout/Suspensions for Unforeseeable Financial

               Emergencies....................................................17

     5.4       Withdrawal Election............................................18

 

ARTICLE 6      Change In Control Benefit......................................18

     6.1       Change in Control Benefit......................................18

 

ARTICLE 7      Retirement Benefit.............................................18

 

--------------------------------------------------------------------------------

 

 

                                       -i-

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

     7.1       Retirement Benefit.............................................18

     7.2       Payment of Retirement Benefit..................................18

 

ARTICLE 8      Termination Benefit............................................19

     8.1       Termination Benefit............................................19

     8.2       Payment of Termination Benefit.................................19

 

ARTICLE 9      Disability Waiver and Benefit..................................19

     9.1       Disability Waiver..............................................19

     9.2       Continued Eligibility; Disability Benefit......................20

 

ARTICLE 10     Survivor Benefit...............................................21

 

     10.1      Survivor Benefit...............................................21

     10.2      Payment of Survivor Benefit....................................21

 

ARTICLE 11     Beneficiary Designation........................................21

 

     11.1      Beneficiary....................................................21

     11.2      Beneficiary Designation; Change; Spousal Consent ..............21

     11.3      Acknowledgement................................................21

     11.4      No Beneficiary Designation.....................................21

     11.5      Doubt as to Beneficiary........................................22

     11.6      Discharge of Obligations.......................................22

 

ARTICLE 12     Leave of Absence...............................................22

     12.1      Paid Leave of Absence..........................................22

     12.2      Unpaid Leave of Absence........................................22

 

ARTICLE 13     Termination, Amendment or Modification.........................22

 

     13.1      Termination....................................................22

     13.2      Amendment......................................................22

     13.3      Plan Agreement.................................................23

     13.4      Effect of Payment..............................................23

                           

ARTICLE 14     Administration ................................................23

     14.1      Committee Duties...............................................23

     14.2      Administration Upon Change In Control..........................23

     14.3      Agents.........................................................24

     14.4      Binding Effect of Decisions....................................24

     14.5      Indemnity of Committee.........................................24

     14.6      Employer Information...........................................24

 

--------------------------------------------------------------------------------

 

 

                                      -ii-

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

ARTICLE 15     Other Benefits and Agreements..................................24

     15.1      Coordination with Other Benefits...............................24

 

ARTICLE 16 Claims Procedures..................................................24

    

     16.1      Presentation of Claim..........................................24

     16.2      Notification of Decision.......................................25

     16.3      Review of a Denied Claim.......................................25

     16.4      Decision on Review.............................................25

     16.5      Legal Action...................................................26

 

ARTICLE 17     Trust .........................................................26

 

     17.1      Establishment of the Trust.....................................26

     17.2      Interrelationship of the Plan and the Trust....................26

     17.3      Distributions From the Trust...................................26

 

ARTICLE 18     Miscellaneous..................................................27

 

     18.1      Status of Plan.................................................27

     18.2      Unsecured General Creditor.....................................27

     18.3      Employer's Liability...........................................27

     18.4      Nonassignability...............................................27

     18.5      Not a Contract of Employment...................................27

     18.6      Furnishing Information.........................................27

     18.7      Terms..........................................................28

     18.8      Captions.......................................................28

     18.9      Governing Law..................................................28

     18.10     Notice.........................................................28

     18.11     Successors.....................................................28

     18.12     Spouse's Interest..............................................28

     18.13     Validity.......................................................28

     18.14     Incompetent....................................................28

     18.15     Court Order ...................................................29

     18.16     Distribution in the Event of Taxation..........................29

     18.17     Insurance......................................................29

     18.18     Legal Fees To Enforce Rights After Change in Control...........29

 

--------------------------------------------------------------------------------

 

                                     -iii-

 

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

                                CLARK CONSULTING

                           DEFERRED COMPENSATION PLAN

                        Effective as of February 1, 2001

                   Amended and Restated as of December 8, 2003

 

                                    PURPOSE

 

         The purpose of this Plan is to provide specified benefits to a select

group of management or highly compensated Employees who contribute materially to

the continued growth, development and future business success of Clark, Inc., a

Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This

Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

This Deferred Compensation Plan supersedes in its entirety the Clark/Bardes

Consulting, Inc. Executive Deferred Compensation Plan (hereinafter, the

"Predecessor Plan") for any and all participants in the Predecessor Plan who

have complied with the enrollment requirements set forth in Article 2 of this

Plan. Any and all balances accrued by such participants under the Predecessor

Plan shall be subject to the terms and conditions of this Plan and shall be

referred to as the "Rollover Amount."

 

                                    ARTICLE 1

                                  DEFINITIONS

 

         For the purposes of this Plan, unless otherwise clearly apparent from

the context, the following phrases or terms shall have the following indicated

meanings:

 

1.1      "Account Balance" shall mean, with respect to a Participant, a credit

         on the records of the Employer equal to the sum of (i) the Deferral

         Account balance, (ii) the Company Contribution Account balance, (iii)

         Supplemental Matching Account balance, and (iv) the 401(k) Restoration

         Matching Account balance. The Account Balance, and each other specified

         account balance, shall be a bookkeeping entry only and shall be

         utilized solely as a device for the measurement and determination of

         the amounts to be paid to a Participant, or his or her designated

         Beneficiary, pursuant to this Plan.

 

1.2      "Annual Bonus" shall mean any compensation, in addition to Base Annual

         Salary, Commissions, and Special Incentive Plan Amounts, attributable

         to a Plan Year, as further specified on an Election Form approved by

         the Committee in its sole discretion, under any Employer's annual bonus

         and cash incentive plans, excluding stock options.

 

1.3      "Annual Deferral Amount" shall mean that portion of a Participant's

         Base Annual Salary, Annual Bonus, Commissions, Special Incentive Plan

         Amounts, Annual Qualified Plan Make-Up Amounts, and the Annual 401(k)

         Refund Amounts that a Participant elects to have deferred, and is

         deferred, in accordance with Article 3, for any one Plan Year. In the

         event of a Participant's Retirement, Disability (if deferrals cease in

         accordance with Section 9.1), death or a Termination of Employment

         prior to the end of a Plan Year, such year's Annual Deferral Amount

         shall be the actual amount withheld prior to such event.

 

1.4      "Annual 401(k) Refund Amount" shall mean an amount equal to any forced

         reduction in a Participant's 401(k) deferrals for such Plan Year (i)

         that are refunded to such Participant as a result of the

         nondiscrimination testing, and (ii) that a Participant has

         affirmatively elected under this Plan to defer from Base Annual Salary

         or Commissions.

 

--------------------------------------------------------------------------------

 

 

                                      -1-

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

1.5      "Annual 401(k) Restoration Matching Amount" for any one Plan Year shall

         be the amount determined in accordance with Section 3.7.

 

1.6      "Annual Installment Method" shall be an annual installment payment over

         the number of years selected by the Participant in accordance with this

         Plan, calculated as follows: (i) for the first annual installment, the

         vested Account Balance of the Participant shall be calculated as of the

         close of business on or around the date on which the Participant

         Retires, as determined by the Committee in its sole discretion, and

         (ii) for remaining annual installments, the vested Account Balance of

         the Participant shall be calculated on every applicable anniversary of

         the date on which the Participant Retires. Each annual installment

         shall be calculated by multiplying this balance by a fraction, the

         numerator of which is one and the denominator of which is the remaining

         number of annual payments due the Participant. By way of example, if

         the Participant elects a ten (10) year Annual Installment Method, the

         first payment shall be 1/10 of the vested Account Balance, calculated

         as described in this definition. The following year, the payment shall

         be 1/9 of the vested Account Balance, calculated as described in this

         definition. Notwithstanding the above, if a Participant, who has

         elected to receive his or her Retirement Benefit pursuant to an Annual

         Installment Method in accordance with Article 7, has allocated any

         portion of his or her Account Balance to the Private Equity Measurement

         Fund, Hedge Fund Measurement Fund or other special Measurement Fund,

         the Committee may, in its sole discretion, (i) delay distribution of

         any amounts payable in a given year, and/or (ii) adjust the amount of

         any annual installment(s) by paying an amount that is greater or less

         than the annual installment calculated pursuant to the 1/n formula.

         However, if a Disabled Participant is being paid his or her Retirement

         Benefit in accordance with Article 9, the Committee shall have no

         ability to either (i) delay distribution of any amounts payable in a

         given year, or (ii) adjust the amount of any annual installment(s) by

         paying an amount that is greater or less than the annual installment

         calculated pursuant to the 1/n formula.

 

1.7      "Annual Qualified Plan Make-Up Amounts" shall mean an amount equal to

         any qualified plan make-up amounts for such Plan Year (i) that are

         currently made on behalf of the Participant as a result of such

         Participant's participation in a past or current qualified plan other

         than the 401(k) Plan, and (ii) that a Participant has affirmatively

         elected to defer under this Plan.

 

1.8      "Annual Supplemental Matching Amount" shall mean, for any one Plan

         Year, the amount determined in accordance with Section 3.8.

 

1.9      "Base Annual Salary" shall mean the annual cash compensation relating

         to services performed during any calendar year, excluding bonuses,

         commissions, overtime, fringe benefits, stock options, relocation

         expenses, incentive payments, non-monetary awards, director fees and

         other fees, and automobile and other allowances paid to a Participant

         for employment services rendered (whether or not such allowances are

         included in the Employee's gross income). Base Annual Salary shall be

         calculated before reduction for compensation voluntarily deferred or

         contributed by the Participant pursuant to all qualified or

         non-qualified plans of any Employer and shall be calculated to include

         amounts not otherwise included in the Participant's gross income under

         Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans

         established by any Employer; provided, however, that all such amounts

         will be included in compensation only to the extent that had there been

         no such plan, the amount would have been payable in cash to the

         Employee.

 

--------------------------------------------------------------------------------

 

 

                                      -2-

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

 

1.10     "Beneficiary" shall mean one or more persons, trusts, estates or other

         entities, designated in accordance with Article 11, that are entitled

         to receive benefits under this plan upon the death of a Participant.

 

1.11     "Beneficiary Designation Form" shall mean the form established from

         time to time by the Committee that a Participant completes, signs and

         returns to the Committee to designate one or more Beneficiaries.

 

1.12     "Board" shall mean the board of directors of the Company.

 

1.13     "Change in Control" shall mean:

 

         (a)      With respect to all Participants, a "Change in Control" shall

                  mean the first to occur of any of the following events:

 

                  (i)      Any "person" (as that term is used in Section 13 and

                           14(d)(2) of the Securities Exchange Act of 1934

                           ("Exchange Act")) becomes the beneficial owner (as

                           that term is used in Section 13(d) of the Exchange

                           Act), directly or indirectly, of fifty percent (50%)

                           or more of the Company's capital stock entitled to

                           vote in the election of directors;

 

                  (ii)     During any period of not more than two consecutive

                           years, not including any period prior to the adoption

                           of this Plan, individuals who, at the beginning of

                           such period constitute the board of directors of the

                           Company, and any new director (other than a director

                           designated by a person who has entered into an

                           agreement with the Company to effect a transaction

                           described in clause (i), (iii), (iv) or (v) of this

                           Section 1.13) whose election by the board of

                           directors or nomination for election by the Company's

                           stockholders was approved by a vote of at least

                           three-fourths (3/4ths) of the directors then still in

                           office, who either were directors at the beginning of

                           the period or whose election or nomination for

                           election was previously so approved, cease for any

                           reason to constitute at least a majority thereof;

                          

 

                  (iii)    The shareholders of the Company approve any

                           consolidation or merger of the Company, other than a

                           consolidation or merger of the Company in which the

                           holders of the common stock of the Company

                           immediately prior to the consolidation or merger hold

                           more than fifty percent (50%) of the common stock of

                           the surviving corporation immediately after the

                           consolidation or merger;

 

                  (iv)     The shareholders of the Company approve any plan or

                           proposal for the liquidation or dissolution of the

                           Company; or

 

                  (v)      The shareholders of the Company approve the sale or

                           transfer of all or substantially all of the assets of

                           the Company to parties that are not within a

                           "controlled group of corporations" (as defined in

                           Code Section 1563) in which the Company is a member.

 

         (b)      With respect to those Participants employed by a division of

                  the Company, a subsidiary or a division of a subsidiary, which

                  is affected by either (i) or (ii) described below, "Change in

                  Control" shall mean the first to occur of either of the

                  following events:

 

--------------------------------------------------------------------------------

 

 

                                      -3-

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

 

                  (i)      The shareholders of the Company approve any plan or

                           proposal for the liquidation or dissolution of the

                           division of the Company, the subsidiary or the

                           division of the subsidiary.

 

                  (ii)     The shareholders of the Company approve the sale or

                           transfer of all or substantially all of the assets of

                           the division of the Company, the subsidiary or the

                           division of the subsidiary to parties that are not

                           within a "controlled group of corporations" (as

                           defined in Section 1563 of the Code) in which the

                           Company is a member.

 

1.14     "Change in Control Benefit" shall have the meaning set forth in Article

         6.

 

1.15     "Claimant" shall have the meaning set forth in Section 16.1.

 

1.16     "Code" shall mean the Internal Revenue Code of 1986, as it may be

         amended from time to time.

 

1.17     "Commissions" shall mean the cash commissions in excess of Draw

         attributable to a Plan Year, as further specified on an Election Form

         approved by the Committee in its sole discretion, such excess being

         determined by the Committee, in its sole discretion.

 

1.18     "Committee" shall mean the Committee described in Article 14.

 

1.19     "Company" shall mean Clark, Inc., a Delaware corporation, and any

         successor to all or substantially all of the Company's assets or

         business.

 

1.20     "Company Contribution Account" shall mean (i) the sum of the

         Participant's Company Contribution Amounts, plus (ii) amounts credited

         or debited to the Participant's Company Contribution Account in

         accordance with this Plan, less (iii) all distributions made to the

         Participant or his or her Beneficiary pursuant to this Plan that relate

         to the Participant's Company Contribution Account.

 

1.21     "Company Contribution Amount" shall mean, for any one Plan Year, the

         amount determined in accordance with Section 3.6.

 

1.22     "Deduction Limitation" shall mean the limitation on a benefit that may

         otherwise be distributable pursuant to the provisions of this Plan, as

         set forth in Article 4.

 

1.23     "Deferral Account" shall mean (i) that portion of a Participant's

         Rollover Amount which is represented by the Participant's aggregate

         deferral contributions described in Sections 4.2.1 and 4.2.2 of the

         Predecessor Plan, as well as any appreciation (or depreciation)

         specifically attributable to such deferral contributions accumulated

         under the Predecessor Plan, plus (ii) the sum of all of a Participant's

         Annual Deferral Amounts, plus (iii) amounts credited in accordance with

         all the applicable crediting and debiting provisions of this Plan that

         relate to the Participant's Deferral Account, less (iv) all

         distributions made to the Participant or his or her Beneficiary

         pursuant to this Plan that relate to his or her Deferral Account.

 

1.24     "Disability" shall mean a determination (i) by the carrier of any

         individual or group disability insurance policy, sponsored by the

         Participant's Employer, or (ii) by the Social Security Administration,

         that a Participant is totally and permanently disabled. Upon request by

         the Employer, the Participant must submit proof of the carrier's or

         Social Security Administration's determination to his or her Employer.

 

--------------------------------------------------------------------------------

 

 

                                      -4-

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

 

1.25     "Disability Benefit" shall mean the benefit set forth in Article 9.

 

1.26     "Draw" shall mean a payment pursuant to an arrangement in which the

         Company lends money to a Participant and retains a right to offset such

         payment against future Commissions earned by such Participant.

 

1.27     "Election Form" shall mean the form established from time to time by

         the Committee that a Participant completes, signs and returns to the

         Committee to make an election under the Plan.

 

1.28     "Employee" shall mean a person who is an employee of any Employer.

 

1.29     "Employer(s)" shall mean the Company and/or any of its subsidiaries or

         affiliates (now in existence or hereafter formed or acquired) that have

         been selected by the Board to participate in the Plan and have adopted

         the Plan as a sponsor.

 

1.30     "ERISA" shall mean the Employee Retirement Income Security Act of 1974,

         as it may be amended from time to time.

 

1.31     "First Plan Year" shall mean the period beginning August 1, 2002 and

         ending December 31, 2002.

 

1.32     "401(k) Plan" shall be that certain Clark, Inc. 401(k) Savings Plan

         (formerly known as the Clark/Bardes, Inc. 401(k) Savings Plan), dated

         September 1, 2001 adopted by the Company.

 

1.33     "401(k) Restoration Matching Account" shall mean (i) that portion of a

         Participant's Rollover Amount which is represented by the Participant's

         aggregate qualified plan matching contributions described in Section

         4.2.3 of the Predecessor Plan, as well as any appreciation (or

         depreciation) specifically attributable to such qualified plan matching

         contributions accumulated under the Predecessor Plan, plus (ii) the sum

         of all of a Participant's Annual 401(k) Restoration Matching Amounts,

         plus (iii) amounts credited in accordance with all the applicable

         crediting and debiting provisions of this Plan that relate to the

         Participant's 401(k) Restoration Matching Account, less (iv) all

         distributions made to the Participant or his or her Beneficiary

         pursuant to this Plan that relate to the Participant's 401(k)

         Restoration Matching Account.

 

1.34     "Months of Service" shall mean (i) each consecutive and complete

         calendar month of employment in which a Participant has been employed

         by one or more Employers, and (ii) each consecutive and complete

         calendar month of employment in which a Participant has been employed

         by one of the predecessor employers, identified on Appendix A;

         provided, however, such Participant must have been employed by the

         predecessor employer on the date specified on Appendix A and shall only

         receive credit for an uninterrupted period of service which immediately

         precedes the date specified on Appendix A.

 

1.35     "Participant" shall mean any Employee (i) who is selected to

         participate in the Plan, (ii) who elects to participate in the Plan,

         (iii) who signs a Plan Agreement, an Election Form and a Beneficiary

         Designation Form, (iv) whose signed Plan Agreement, Election Form and

         Beneficiary Designation Form are accepted by the Committee, (v) who

         commences participation in the Plan, and (vi) whose Plan Agreement has

         not terminated. A spouse or former spouse of a Participant shall not be

         treated as a Participant in the Plan or have an account balance under

         the Plan, even if he or she has an interest in the Participant's

         benefits under the Plan as a result of applicable law or property

         settlements resulting from legal separation or divorce.

 

--------------------------------------------------------------------------------

 

 

                                      -5-

<PAGE>

 

 

CLARK CONSULTING

Deferred Compensation Plan

Master Plan Document

================================================================================

 

1.36     "Plan" shall mean the Clark Consulting Deferred Compensation Plan,

         effective February 1, 2001 (formerly known as the Clark/Bardes

         Consulting, Inc. Executive Deferred Compensation Plan and the

         Clark/Bardes Consulting Deferred Compensation Plan), which shall be

         evidenced by this instrument and by each Plan Agreement, as they may be

         amended from time to time.

 

1.37     "Plan Agreement" shall mean a written agreement, as may be amended from

         time to time, which is entered into by and between an Employer and a

         Participant. Each Plan Agreement executed by a Participant and the

         Participant's Employer shall provide for the entire benefit to which

         such Participant is entitled under the Plan; should there be more than

         one Plan Agreement, the Plan Agreement bearing the latest date of

         acceptance by the Employer shall supersede all previous Plan Agreements

         in their entirety and shall govern such entitlement. The terms of any

         Plan Agreement may be different for any Participant, and any Plan

         Agreement may provide additional benefits not set forth in the Plan or

         limit the benefits otherwise provided under the Plan; provided,

         however, that any such additional benefits or benefit limitations must

         be agreed to by both the Employer and the Participant.

 

1.38     "Plan Year" shall, except for the First Plan Year, mean a period

         beginning on January 1 of each calendar year and continuing through

         December 31 of such calendar year.

 

1.39     "Retirement", "Retire(s)" or "Retired" shall mean severance from

         employment from all Employers for any reason other than a leave of

         absence, death or Disability on or after the earlier of the attainment

         of (a) age sixty-five (65) or (b) age fifty-five (55) with five (5)

         Years of Service.

 

1.40     "Retirement Benefit" shall mean the benefit set forth in Article 7.

 

1.41     "Rollover Amount" shall mean the amount determined in accordance with