EXHIBIT 10.4
TALX CORPORATION OUTSIDE
DIRECTORS’ STOCK OPTION PLAN
SECTION I.
PURPOSE
The purpose of
this Plan is to provide an incentive which will motivate and reward
“Outside Directors” of the Company and promote the best
interests and long-term performance of the Company by encouraging
the ownership of the Company’s stock by such “Outside
Directors”. None of the options granted pursuant to this Plan
will qualify as Incentive Stock Options under Section 422 of the
Internal Revenue Code of 1986, as amended (“Code”).
This Plan is not intended to preclude the use of Common Stock for
other compensation purposes in line with the needs and objectives
of the Company.
SECTION II.
DEFINITIONS
A.
“Board of Directors” means the board of directors of
the Company.
B.
“Common Stock” means shares of the common stock
(including treasury stock) of the Company.
C.
“Company” means TALX Corporation, a Missouri
corporation, or any successor thereto.
D.
“Disability” means inability of a Participant to
perform his or her duties as an Outside Director by reason of any
medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12
months.
E. “Fair
Market Value,” as of a given date, means the last price of
the Common Stock as reported by the National Association of
Securities Dealers Automated Quotation System on such given date
or, if none, on the last day preceding such given date on which a
sale of the Common Stock was so reported.
F.
“Outside Director” means a person who is a member of
the Board of Directors but who is not an employee of the Company or
any subsidiary of the Company.
G.
“Participant” means an Outside Director who is granted
a stock option hereunder.
H.
“Plan” means this TALX Corporation Outside
Directors’ Stock Option Plan.
SECTION III.
STOCK
The total
amount of stock which may be either granted or sold under this Plan
shall not exceed 80,000 shares of the Company’s Common Stock
(as adjusted for the proposed 1-for-3.5 reverse stock split). If an
option expires or is terminated or surrendered without having been
fully exercised, the unpurchased shares of Common Stock subject to
the option shall again be available for the purposes of this
Plan.
SECTION IV.
ELIGIBILITY
Stock options
may be granted under the Plan only to Outside Directors.
SECTION V.
STOCK OPTIONS
A. Grant of
Options. Each Outside Director shall be granted an option to
purchase 1,500 shares of Common Stock (as adjusted for the proposed
1-for-3.5 reverse stock split) on April 1 of each year.
B. Option
Price. The purchase price of the Common Stock under each option
granted hereunder shall be equal to one hundred percent (100%) of
the Fair Market Value of the Common Stock at the time of the grant
of the option.
C. Term and
Exercise of Options. The term of each option shall be six (6) years
from the date of granting thereof. Each option shall be exercisable
in full on the first anniversary date of the granting thereof;
provided, however, that except as provided in Subsection E of this
Section, no option may be exercised at any time unless the
Participant is then an Outside Director and has been so
continuously since the granting of the option, and provided
further, that in the event of a Change in Control (as hereinafter
defined), the option holder will be entitled to purchase, at any
time thereafter and during the term thereof, the entire number of
shares to which the option relates.
The term
“Change in Control” shall mean:
(i) The
purchase or other acquisition by any person, entity or group of
persons, within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the Exchange
Act”) (excluding, for this purpose, the Company or its
subsidiaries or any employee benefit plan of the Company or its
subsidiaries), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the
combined voting power of the Company’s then-outstanding
voting securities entitled to vote generally in the election of
directors in any transaction or series of transactions;
or
(ii) When
individuals who, as of June 30, 1996, constitute the Board (the
“Continuing Directors”), cease for any reason to
constitute at least a majority of the Board, provided that any
person who becomes a director subsequent to the date hereof whose
election or nomination for election by the Company’s
shareholders, was approved in advance by a vote of at least
three-quarters of the Continuing Directors (other than a nomination
of an
