Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2009, the Compensation Committee ("Committee") of the Board of Directors of Clark Holdings Inc. ("Company") approved a compensation arrangement for Gregory E. Burns the Company's President and Chief Executive Officer.

Pursuant to the arrangement, Mr. Burns will receive a base salary at the rate of $180,000 per year (effective as of February 1, 2009) and will be eligible to receive an annual equity incentive bonus of up to 100% of his annual base salary, based upon the achievement of benchmarks focused on increasing stockholder value, as determined in advance by the Committee. As part of the compensation arrangement, Mr. Burns was granted, under the Company's 2007 Long-Term Incentive Plan, a ten-year option to purchase up to 150,000 shares of the Company's common stock at an exercise price of $0.69 per share (the closing price of the Company's common stock on the NYSE Alternext US LLC on February 9, 2009, the date of the grant), vesting in three equal installments on the first three anniversaries of the date of grant. Mr. Burns will not participate in the health and retirement plans available to the Company's other officers and employees.

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