EXHIBIT 10.1
TALX CORPORATION
AMENDED AND RESTATED 1994 STOCK OPTION PLAN
1. Purpose of
the Plan.
The TALX
Corporation 1994 Stock Option Plan (the “Plan”) is
intended as an incentive to, and to encourage ownership of the
stock of TALX Corporation (“Company”) by certain key
management employees of the Company and its subsidiaries. It is
intended that some options granted hereunder will qualify as
Incentive Stock Options (“Incentive Stock Options”)
within the meaning of Section 422 of the Internal Revenue Code of
1986 as amended (the “Code”) and that other options
granted hereunder will not so qualify.
2. Stock
Subject to the Plan.
(a) Stock
Available For Grants of Options . A total of 430,000 shares (as
adjusted for the proposed 1-for-3.5 reverse stock split) of the
Common Stock of the Company (“Common Stock”) have been
allocated to the Plan and will be reserved for the grant of options
under the Plan, subject to subsequent adjustments under Paragraph
15. The maximum number of shares with respect to which any
individual may be granted options in any calendar year is 430,000
(as adjusted for the proposed 1-for-3.5 reverse stock
split).
(b)
Reservation of Shares. The Company will allocate and reserve in
each calendar year, a sufficient number of shares of its Common
Stock for issue upon the exercise of options granted under the
Plan.
(c) Treasury
Shares. The Company may, in its discretion, use shares held in the
Treasury under this Plan in lieu of authorized but unissued shares
of Common Stock. If any option shall expire or terminate for any
reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for the purposes of
the Plan. Any shares of Common Stock which are used as full or
partial payment to the Company by an optionee of the purchase price
upon exercise of an option shall again be available for the
purposes of the Plan.
3.
Administration.
The Plan shall
be administered by the Committee referred to in Paragraph 4 (the
“Committee”). Subject to the express provisions of the
Plan, the Committee shall have plenary authority, in its
discretion, to determine the individuals to whom, and the time or
times at which, options shall be granted and the number of shares
to be subject to each option. In making such determinations the
Committee may take into account the nature of the services rendered
by the respective individuals, their present and potential
contributions to the Company’s success and such other factors
as the Committee, in its discretion, shall deem relevant. Subject
to the express provisions of the Plan, the Committee shall also
have plenary authority to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it, to determine the
terms and provisions of the respective stock option agreements
(which need not be identical) and to make all other determinations
necessary or advisable for the administration of the Plan.
The
Committee’s determinations on the matters
referred to in this Paragraph 3 shall be conclusive.
4. The
Committee.
The Committee
shall be appointed by the Board of Directors of the Company
(“Board”), which may from time to time appoint members
of the Committee in substitution for members previously appointed
and may fill vacancies, however caused, in the Committee. The
Committee may select one of its members as its Chairman, and shall
hold its meetings at such times and places as it may determine. A
majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and
signed by a majority of the members shall be fully as effective as
if it had been made by a majority vote at a meeting duly called and
held. The Committee may appoint a secretary, shall keep minutes of
its meetings and shall make such rules and regulations for the
conduct of its business as it shall deem advisable.
5.
Eligibility.
Options may be
granted to key employees of the Company or its subsidiaries (as
defined below). The term “key employees” is not limited
to, but includes, officers who are employees whether or not they
are directors, employees who are employed in positions of
management, and such other employees as the Committee shall
determine. The term “subsidiary” shall mean any
corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the
granting of the option each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50% or more
of the total combined voting power of all classes of stock in one
of the other corporations in such chain, or such other meaning as
may be hereafter ascribed to it in Section 424 of the
Code.
6. Option
Prices.
The purchase
price of the Common Stock under each Option which is an Incentive
Stock Option shall not be less than 100% of the fair market value
of the stock at the time of the granting of the option (110% in the
case of an option granted to a holder of 10% or more of the then
outstanding Common Stock of the Company (a “10%
Owner”)). The purchase price of the Common Stock under each
option which is not an Incentive Stock Option shall be determined
by the Committee. The Committee shall determine fair market value
and may adopt such criterion for such determination of as it may
determine to be appropriate; provided, that if the Common Stock is
included on the NASDAQ National Market, the fair market value shall
be the mean between the high and the low sales price on the date as
of which the Common Stock is to be valued, or if the Common Stock
shall not have been traded on such date, the mean between the high
and low sales price on such market on the first day prior thereto
on which the Common Stock is traded.
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7. Payment of
Option Prices.
The purchase
price is to be paid in full upon the exercise of the option, either
(i) in cash, (ii) in the discretion of the Committee, by tender of
shares of the Common Stock of the Company, already owned by the
optionee having a fair market value equal to the cash exercise
price of the option being exercised, or (iii) in the discretion of
the Committee, by any combination of the payment methods specified
in clauses (i) and (ii) hereof; provided, however, that no shares
of Common Stock may be tendered in exercise of an option if such
shares were acquired by the optionee through the exercise of an
Incentive Stock Option unless (i) such shares have been held by the
optionee for at least one year and (ii) at least two years have
elapsed since such Incentive Stock Option was granted. The cash
proceeds of sale of stock subject to option are to be added to the
general funds of the Company and used for its general corporate
purposes. The shares of Common Stock of the Company received by the
Company as payment of the option price are to be added to the
shares of the Common Stock of the Company held in its Treasury and
used for the purposes of granting options under the
Plan.
8. Option
Amounts.
The maximum
aggregate fair market value (determined at the time an option is
granted in the same manner as provided for in Paragraph 6 hereof)
of the Common Stock of the Company with respect to which Incentive
Stock Options are exercisable for the first time by any optionee
during any calendar year (under all plans of the Company and its
subsidiaries) shall not exceed $100,000.
9. Exercise of
Options.
The term of
each option shall be not more than ten (10) years from the date of
granting thereof (five (5) years in the case of an Incentive Stock
Option granted to a 10% Owner) or such shorter period as is
prescribed in Paragraph 10 hereof; provided, that the right to
exercise an option shall be restricted so that no shares may be
purchased during the first year of the term thereof, that at any
time during t
