EXHIBIT 10.2
INCENTIVE STOCK OPTION AGREEMENT
UNDER
TALX CORPORATION
1994 STOCK OPTION PLAN
THIS AGREEMENT, made
this day
of
,
200 , by and between TALX Corporation, a Missouri corporation
(hereinafter called the “Company”), and
«first» «name» (hereinafter called
“Optionee”);
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company
(“Board of Directors”) has adopted the TALX Corporation
1994 Stock Option Plan (the “Plan”) pursuant to which
options covering an aggregate of 3,049,200 shares (after giving
effect to all stock dividends and splits) of the Common Stock of
the Company may be granted to officers and other key management
employees of the Company and its subsidiaries; and
WHEREAS, Optionee is now an officer or other
key management employee of the Company or a subsidiary of the
Company; and
WHEREAS, the Company desires to grant to
Optionee the option to purchase certain shares of its stock under
the terms of the Plan, which option will qualify as an incentive
stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended;
NOW, THEREFORE, in consideration of the
premises, and of the mutual agreements hereinafter set forth, it is
covenanted and agreed as follows:
1. Grant Subject to Plan .
This option is granted under and is expressly subject to, all the
terms and provisions of the Plan, which terms are incorporated
herein by reference. The Committee referred to in Paragraph 4 of
the Plan (“Committee”) has been appointed by the Board
of Directors, and designated by it, as the Committee to make grants
of options.
2. Grant and Terms of Option .
Pursuant to action of the Committee, the Company hereby grants to
Optionee the option to purchase all or any part of
«number» (<<numeral1) shares of the Common Stock of
the Company, of the par value of $.01 per share (“Common
Stock”), for a period of ten (10) years from the date hereof,
at the purchase price of $ per
share; provided, however, that the right to exercise such option
shall be, and is hereby, restricted so that no shares may be
purchased during the first year of the term hereof; that at any
time during the term of this option after the end of the first year
of the term hereof, Optionee may purchase up to 20% of the total
number of shares to which this option relates; that at any time
during the term of this option after the end of the second year of
the term hereof, Optionee may purchase up to an additional 20% of
the total number of shares to which this option relates; that at
any time during the term of this option after the end of the third
year of the term hereof, Optionee may purchase up to an additional
20% of the total number of shares to which this option relates;
that at any time during the terms of this option after the end of
the fourth year of the term hereof, Optionee may purchase up to an
additional 20% of the total number of shares to which this option
relates; and that at any time during the term of this option after
the end of the fifth year of the term hereof, Optionee may purchase
an additional 20% of the total number of shares to which the option
relates; so that upon expiration of the fifth year of the term
hereof, and thereafter during the term hereof, Optionee will have
become entitled to purchase the entire number of shares to which
this option relates. In no event may this option or any part
thereof be exercised after the expiration of ten (10) years from
the date hereof. The purchase price of the shares
subject to the
option may be paid for (i) in cash, (ii) in the discretion of the
Committee, by tender of sh
