EXHIBIT 10.2
INCENTIVE STOCK OPTION
AGREEMENT
UNDER
TALX CORPORATION
1994 STOCK OPTION PLAN
THIS AGREEMENT, made
this day
of
,
200 , by and between TALX Corporation, a Missouri corporation
(hereinafter called the “Company”), and
«first» «name» (hereinafter called
“Optionee”);
WITNESSETH THAT:
WHEREAS, the Board of Directors of
the Company (“Board of Directors”) has adopted the TALX
Corporation 1994 Stock Option Plan (the “Plan”)
pursuant to which options covering an aggregate of 3,049,200 shares
(after giving effect to all stock dividends and splits) of the
Common Stock of the Company may be granted to officers and other
key management employees of the Company and its subsidiaries;
and
WHEREAS, Optionee is now an officer
or other key management employee of the Company or a subsidiary of
the Company; and
WHEREAS, the Company desires to
grant to Optionee the option to purchase certain shares of its
stock under the terms of the Plan, which option will 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. The Committee referred to in
Paragraph 4 of the Plan (“Committee”) has been
appointed by the Board of Directors, and designated by it, as the
Committee to make grants of options.
2. Grant and Terms of
Option . Pursuant to action of the Committee, the Company
hereby grants to Optionee the option to purchase all or any part of
«number» (<<numeral1) shares of the Common Stock of
the Company, of the par value of $.01 per share (“Common
Stock”), for a period of ten (10) 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 20% of the total
number of shares to which this option relates; that at any time
during the term of this option after the end of the second year of
the term hereof, Optionee may purchase up to an additional 20% of
the total number of shares to which this option relates; that at
any time during the term of this option after the end of the third
year of the term hereof, Optionee may purchase up to an additional
20% of the total number of shares to which this option relates;
that at any time during the terms of this option after the end of
the fourth year of the term hereof, Optionee may purchase up to an
additional 20% of the total number of shares to which this option
relates; and that at any time during the term of this option after
the end of the fifth year of the term hereof, Optionee may purchase
an additional 20% of the total number of shares to which the option
relates; so that upon expiration of the fifth year of the term
hereof, and thereafter during the term hereof, Optionee will have
become entitled to purchase the entire number of shares to which
this option relates. In no event may this option or any part
thereof be exercised after the expiration of ten (10) years from
the date hereof. The purchase price of the shares
subject to the option may be paid
for (i) in cash, (ii) in the discretion of the Committee, by tender
of sh
