EXHIBIT 99.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 5th, 2000 • Clark/Bardes Holdings Inc • Life insurance • Illinois
1 EXHIBIT 10.31 PYRA 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, Inc., a Texas...Employment Agreement • July 27th, 1998 • Clark/Bardes Holdings Inc • Life insurance • Texas
EXHIBIT 2.8 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 2nd, 2001 • Clark/Bardes Holdings Inc • Insurance agents, brokers & service • Delaware
1 EXHIBIT 2.6 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 31st, 1999 • Clark/Bardes Holdings Inc • Life insurance • Texas
EXHIBIT 2.8 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • August 16th, 1999 • Clark/Bardes Holdings Inc • Life insurance • Texas
CLARK, INC.Incentive Stock Option Agreement • January 31st, 2005 • Clark Inc • Insurance agents, brokers & service
BY AND BETWEENStock Purchase Agreement • June 15th, 1998 • Clark/Bardes Holdings Inc • Texas
2 3 with the applicable provisions of the Act and the Regulations and do not or will not contain an untrue statement of a material fact and do not or will not omit to state any material fact required to be stated therein or necessary in order to make...Underwriting Agreement • August 11th, 1998 • Clark/Bardes Holdings Inc • Life insurance • New York
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This First Amendment to Amended and Restated Credit Agreement (this "Amendment") is executed as of August 23, 2000, by and among CLARK/BARDES, INC., a Delaware corporation ("Borrower "), BANK...Credit Agreement • April 9th, 2001 • Clark/Bardes Holdings Inc • Insurance agents, brokers & service • Texas
EXHIBIT 2 CLARK/BARDES HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT DATED AS OF JUNE 7, 1999 1,000,000 SHARES OF COMMON STOCK TABLE OF CONTENTSCommon Stock Purchase Agreement • August 18th, 2003 • Clark Inc • Insurance agents, brokers & service • Delaware
1 EXHIBIT 10.40Registration Rights Agreement • August 14th, 1998 • Clark/Bardes Holdings Inc • Life insurance • New York
AMONGCredit Agreement • March 12th, 2004 • Clark Inc • Insurance agents, brokers & service • Texas
Exhibit 10.1 ------------ EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement"), is made and entered into as of the Effective Date (as hereinafter defined), by and between Clark Consulting, Inc. and/or its successors ("Company"), a Delaware...Employment Agreement • August 5th, 2004 • Clark Inc • Insurance agents, brokers & service • Illinois
EXHIBIT 10.23 SALE AND SERVICING AGREEMENT Dated as of October 1, 2002Sale and Servicing Agreement • March 27th, 2003 • Clark/Bardes Inc • Insurance agents, brokers & service • Illinois
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...Employment Agreement • July 27th, 1998 • Clark/Bardes Holdings Inc • Life insurance • Texas
EXHIBIT 2.9 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 2nd, 2001 • Clark/Bardes Holdings Inc • Insurance agents, brokers & service • Illinois
1 EXHIBIT 10.48 EMPLOYMENT AGREEMENT THIS AGREEMENT ("Agreement"), by and between Clark/Bardes Holdings, Inc., a Delaware corporation ("Company"), and W.T. Wamberg, a resident of Illinois (the "Executive"), shall become effective on September 1, 1999...Employment Agreement • November 12th, 1999 • Clark/Bardes Holdings Inc • Life insurance • Illinois
EXHIBIT 10.9 [FORM OF WARRANT] THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM...Warrant Agreement • June 15th, 1998 • Clark/Bardes Holdings Inc • New York
CLARK, INC.Stock Option Agreement • January 31st, 2005 • Clark Inc • Insurance agents, brokers & service
EXHIBIT J EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 1998 • Clark/Bardes Holdings Inc • Life insurance • Texas
1 EXHIBIT 4.2 RIGHTS AGREEMENT by and between CLARK/BARDES HOLDINGS, INC. (the "Company")Rights Agreement • August 11th, 1998 • Clark/Bardes Holdings Inc • Life insurance • New York
EXHIBIT 10.25 ------------- EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), is made and entered into as of the Effective Date (as hereinafter defined), by and between Clark/Bardes Inc. and/or its successors ("Company"), a Delaware...Employment Agreement • March 2nd, 2005 • Clark Inc • Insurance agents, brokers & service • Illinois
SUBLEASESublease • November 12th, 1999 • Clark/Bardes Holdings Inc • Life insurance • Illinois
Exhibit 10.2 ------------ EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), is made and entered into as of the Effective Date (as hereinafter defined), by and between Clark Consulting, Inc. and/or its successors ("Company"), a...Employment Agreement • August 5th, 2004 • Clark Inc • Insurance agents, brokers & service • Illinois
EXHIBIT 4 CLARK/BARDES HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT DATED AS OF JUNE 7, 1999 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of June 7, 1999 (this "Agreement"), by and between CLARK/BARDES HOLDING, INC., a Delaware...Registration Rights Agreement • August 18th, 2003 • Clark Inc • Insurance agents, brokers & service • Delaware
EXHIBIT 1 FORM OF UNDERWRITING AGREEMENT CLARK/BARDES, INC. Shares of Common Stock Underwriting AgreementUnderwriting Agreement • November 2nd, 2001 • Clark/Bardes Holdings Inc • Insurance agents, brokers & service • New York
1 EXHIBIT 10.50 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 28, 1999Credit Agreement • March 29th, 2000 • Clark/Bardes Holdings Inc • Life insurance • Texas
1 EXHIBIT 4.4 RIGHTS AGREEMENT by and between CLARK/BARDES HOLDINGS, INC. (the "Company")Rights Agreement • November 16th, 1998 • Clark/Bardes Holdings Inc • Life insurance • New York
Exhibit 10.1 ------------ EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), is made and entered into as of this 1st day of February, 2004 and effective as of January 1, 2004 (the "Effective Date"), by and between Clark Consulting,...Employment Agreement • May 10th, 2004 • Clark Inc • Insurance agents, brokers & service • Illinois
EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement"), is made and entered into as of this 6th day of September, 2000 (the "Effective Date"), by and between Clark/Bardes, Inc. ("CBI"), a Delaware corporation, and William L. MacDonald, Sr.,...Employment Agreement • September 20th, 2000 • Clark/Bardes Holdings Inc • Life insurance • California
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • September 20th, 2000 • Clark/Bardes Holdings Inc • Life insurance • Illinois
INTRODUCTIONEmployment Agreement • August 16th, 1999 • Clark/Bardes Holdings Inc • Life insurance • Minnesota
LEASE THIS LEASE AGREEMENT (this "LEASE") is entered into as of December ___, 1994, between C.W #5, LTD., a Texas limited partnership ("LANDLORD"), and CLARK/BARDES, INC., a _____________ corporation ("TENANT"). DEFINITIONS AND BASIC PROVISIONS 1. The...Lease Agreement • June 15th, 1998 • Clark/Bardes Holdings Inc
1 EXHIBIT 10.14 STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 15th, 1998 • Clark/Bardes Holdings Inc • Texas
INTRODUCTIONEmployment Agreement • November 13th, 2003 • Clark Inc • Insurance agents, brokers & service
