EXHIBIT 10.7
STOCK OPTION AGREEMENT
UNDER
TALX CORPORATION
OUTSIDE DIRECTORS’ STOCK OPTION PLAN
THIS
AGREEMENT, made
this day
of ,
19 , 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 Outside
Directors’ Stock Option Plan (the “Plan”)
pursuant to which options covering an aggregate of 80,000 shares
(as adjusted for the 1 for 3.5 reverse stock split effective July,
1996) of the Common Stock of the Company may be granted to outside
directors of the Company; and
WHEREAS,
Optionee is now an outside director of the Company; and
WHEREAS,
pursuant to the Plan the Company shall grant to Optionee the option
to purchase 1500 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:
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.
2. Grant and
Terms of Option. Pursuant to the terms of the Plan the Company
hereby grants to Optionee the option to purchase all or any part of
one thousand five hundred (1500) shares of the Common Stock of the
Company, of the par value of $.01 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 100% of the total number of shares to
which this option relates. Provided, that if there is a Change in
Control as defined in the Plan, Optionee may immediately purchase
100% of the total number of shares to which immediately purchase
100% of the total 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) by tender of shares of Common Stock already
