EXHIBIT 10.3
NON-QUALIFIED STOCK OPTION
AGREEMENT
UNDER
TALX CORPORATION
l994 STOCK OPTION PLAN
THIS
AGREEMENT, made this
day of
,
l9 , by and between TALX
Corporation, a Missouri corporation (hereinafter called the
“Company”), and
(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 945,000 shares 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
not 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:
l. 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
(
) shares of the Common Stock of the Company, of the par value of
$.0625 per share (“Common Stock”), for a period of six
(6) 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; 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 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 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 term of this option
after the end of the fourth 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 six (6) 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 shares of Common Stock already owned by
Optionee, or (iii) in the discretion of the
Committee, by
a combination of methods of payment specified in clauses (i) and
(ii), all in accordance with Paragraph 7 of the Plan. No shares of
Common Stock may be tendered in exercise of this option if such
shares were acquired by Optionee through the exercise of an
Incentive Stock Option, unless (i) such shares have been held by
Optionee for at least one year, and (ii) at least two years have
elapsed since such Incentive Stock Option was granted.
3.
Anti-Dilution Provisions. In the event that, during the term of
this Agreement, there is any change in the number of shares of
outstanding Common Stock of the Company by reason of stock
dividends, recapitalizations, mergers, consolidations, split-offs,
split-ups, combinations or exchanges of shares and the like, the
number of shares covered by this option agreement and the price
thereof shall be adjusted, to the same proportionate number of
shares and price as in this original agreement.
4. Investment
Purpose. Optionee represents that, in the event of the exercise by
Optionee of the option hereby granted, or any part thereof,
Optionee intends to purchase the shares acquired on such exercise
for investment and not with a view to resale or other distribution;
except that the Company, at its election, may waive or release this
condition in the event the shares acquired on exercise of the
option are registered under the Securities Act of l933, or upon the
happening of any other contingency which the Company shall
determine warrants the waiver or release of this condition.
Optionee agrees that the certificates evidencing the shares
acquired by Optionee on exercise of all or any part of this option,
may bear a restrictive legend, if appropriate, indicating that the
shares have not been registered under said Act and are subject to
restrictions on the transfer thereof, which legend may be in the
following form (or such other form as the Company shall determine
to be proper), to-wit:
“The
shares represented by this certificate have not been registered
under the Securities Act of l933, but have been issued or
transferred to the registered owner pursuant to the exemption
afforded by Section 4(2) of said Act. No transfer or assignment of
these shares by the registered owner shall be valid or effective,
and the issuer of these shares shall not be required to give any
effect to any transfer or attempted transfer of these shares,
including without limitation, a transfer by operation of law,
unless (a) the issuer shall have received an
