EXHIBIT 10.6
SECOND AMENDMENT TO TALX
CORPORATION OUTSIDE DIRECTORS’
STOCK OPTION
PLAN
WHEREAS, TALX
Corporation (“Company”) adopted the TALX Corporation
Outside Directors’ Stock Option Plan (“Plan”);
and
WHEREAS, the
Company retained the right to amend the Plan pursuant to Section
VII thereof; and
WHEREAS, the
Company desires to amend the Plan to permit the award of restricted
stock to outside directors of the Company;
NOW,
THEREFORE, effective as of July 13, 2004, the Plan is amended as
follows:
1. Section 2 G
is revised to read as follows:
“Participant” means an Outside
Director who is granted a stock option or restricted
stock.
2. The
following sentence is added at the end of Section III:
In addition to
the foregoing, there shall also be available 50,000 shares of the
Company’s Common Stock for the grant of restricted stock. Any
shares of restricted stock which are forfeited shall again be
available for the grant of restricted stock.
3. Section IV
is amended to read as follows:
Stock options
and restricted stock may be granted under the Plan only to Outside
Directors.
4. Sections VI
through X are renumbered Sections VII through XI,
respectively.
5. A new
Section VI is added to read as follows:
SECTION VI.
RESTRICTED STOCK
A.
G
