EXHIBIT 10.8
TALX
CORPORATION
RESTRICTED STOCK AGREEMENT
(EMPLOYEE)
THIS AGREEMENT, made as of
the day
of ,
by and
between TALX Corporation, a Missouri corporation (hereinafter
called the “Company”),
and (hereinafter
called the “Employee”);
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company
(“Board of Directors”) desires to benefit the Company
by increasing motivation on the part of the Employee, who is
materially important to the Company, by creating an incentive to
remain as an employee of the Company and to work to the very best
of the Employee’s abilities; and
WHEREAS, to further this purpose, the Company
desires to make a restricted stock award to the Employee
for
( )
shares under the terms of the TALX Corporation 2005 Omnibus
Incentive Plan (“Plan”):
NOW, THEREFORE, in consideration of the
premises, and of the mutual agreements hereinafter set forth, it is
covenanted and agreed as follows:
1.
Terms of Award . Pursuant to action of the Committee, which
action was taken
on ,
2005 (“Date of Award”), the Company awards to the
Employee ( )
shares of the common stock of the Company (“Common
Stock”); provided, however, that the shares hereby awarded
are nontransferable by the Employee during the period described
below and are subject to the risk of forfeiture described below.
Prior to the time shares become transferable, the shares of
Restricted Stock shall bear a legend indicating their
nontransferability, and, if the Employee terminates employment with
the Company prior to the time a restriction lapses, the Employee
shall forfeit any shares of Restricted Stock which are still
subject to the restrictions at the time of termination of such
service.
On
the date ending one (1) year after the Date of Award,
one-fifth of the shares of Restricted Stock shall become
transferable by the Employee if the Employee is still an employee
of the Company on such date, and has been continuously employed by
the Company since the Date of Award; on the date ending two
(2) years after the Date of the Award, an additional one-fifth
of the shares of Restricted Stock shall become transferable by the
Employee if the Employee is still an employee of the Company on
such date, and has been continuously employed by the Company since
the Date of Award; on the date ending three (3) years after
the Date of the Award, an additional one-fifth of the shares of
Restricted Stock shall become transferable by the Employee if the
Employee is still an employee of the Company on such date, and has
been continuously employed by the Company since the Date of Award;
on the date ending four (4) years after the Date of the Award,
an additional one-fifth of the shares of Restricted Stock shall
become transferable by the Employee if the Employee is still an
employee of the Company on such date, and has been continuously
employed by the Company since the Date of Award; and on the date
ending five (5) years after the Date of the Award, an
additional one-fifth of the shares of Restricted Stock shall become
transferable by the Employee if the Employee is still an employee
of the Company on such date, and has been continuously employed by
the Company since the Date of Award. Notwithstanding the foregoing,
any shares of Restricted Stock which become transferable shall only
become so vested in whole shares, and the Employee shall not be
deemed vested in any fractional share. All of the shares of
Restricted Stock which have not previously become transferable by
the Employee shall be forfeited by the Employee on the date on
which the Employee terminates employment with the
Company.
Notwithstanding the foregoing, in the event of
a Change of Control (as defined in the Plan), all previously
granted shares of Restricted Stock not yet free of the restrictions
of this Section 1 shall become immediately free of such
restrictions.
2.
Death or Disability of the Employee . In the event of the
death or Disability (as defined in the Plan) of the Employee, all
previously granted shares of Restricted Stock not yet free of the
restrictions of Section 1 shall become immediately free of
such restrictions. In the event of death, shares of Restricted
Stock that become vested in accordance with this Section shall be
distributed to the Employee’s beneficiary designated by the
Employee on such form and in such manner as may be prescribed by
the Company or, if the Employee fails to designate a beneficiary in
accordance with the foregoing, to the Employee’s
surviving
spouse or, if there is no surviving spouse, in equal shares to the
Employee’s surviving children or, if there are no surviving
children, to the Employee’s estate.
3.
Cost of Restricted Stock . The purchase price of the shares
of Restricted Stock shall be the par value of such shares
determined as of the Date of Award, the receipt and adequacy of
which are hereby acknowledged. In the event any shares of
Restricted Stock are forfeited, the allocable portion of the
purchase price shall be refunded to the Employee.
4.
Adjustments Upon Changes in Capitalization or Corporate
Acquisitions . Notwithstanding any other provision in the
Agreement, if there is any change in the outstanding Common Stock
by reason of any stock dividend, stock split, reverse stock split,
recapitalization, merger, consolidation, statutory share exchange,
sale of all or substantially all assets, split-up combination or
exchange of shares or the like, and in the event of any such change
in the outstanding Common Stock, the number and class of shares of
Common Stock under this award of Restricted Stock not yet vested
shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.
5.
No Right to Continued Service . Nothing in this Agreement
shall be deemed to create any limitation or restriction on such
rights as the Company otherwise would have to terminate the
employment of the Employee.
6.
Administration . This award has been made pursuant to a
determination made by the Committee, and the Committee or any
successor or substitute committee authorized by the Board of
Directors or the Board of Directors itself, subject to the express
terms of this Agreement, shall have plenary authority to interpret
any provision of this Agreement and to make any determinations
necessary or advisable for the administration of this Agreement and
may waive or amend any provisio
