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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 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
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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 owned by
Optionee, or (iii) by a combination of methods of payment specified in clauses
(i) and (ii), all in accordance with Section V.F of the Plan.
3. Anti-Dilution Provisions. In the event that, during the term of
this Agreement, there is any change in the number of shares of outstanding
Common Stock of the Company by reason of stock dividends, recapitalizations,
mergers, consolidations, split-offs, split-ups, combinations or exchanges of
shares and the like, the number of shares covered by this option agreement and
the price thereof shall be adjusted, to the same proportionate number of shares
and price as in this original agreement.
4. Investment Purpose. Optionee represents that, in the event of the
exercise of the exercise by Optionee of the option hereby granted, or any part
thereof, Optionee intends to purchase the shares acquired on such exercise for
investment and not with a view to resale or other distribution; except that the
Company, at its election, may waive or release this condition in the event the
shares acquired on exercise of the option are registered under the Securities
Act of 1933, or upon the happening of any other contingency which the Company
shall determine warrants the waiver or release of this condition. Optionee
agrees that the exercise of all or any part of this option, may bear a
restrictive legend, if appropriate, indicating that the share have not been
registered under said Act and are subject to restrictions on the transfer
thereof, which legend may be in the following form (or such other form as the
Company shall determine to be proper), to-wit:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, but have been issued
or transferred tot he registered owner pursuant to the exemption
afforded by Section 4(2) of said Act. No transfer or assignment
of these shares by the registered owner shall be valid or
effective, and the issuer of these shares shall not be required
to give any effect to any transfer or attempted transfer of these
shares, including without limitation, a transfer by operation of
law, unless (a) the issuer shall have received an opinion of
its counsel that the shares may be transferred without
requirement of registration under said Act, or (b) there shall
have been delivered to the issuer a 'no-action' letter from the
staff of the Securities and Exchange Commission, or (c) the
shares are registered under said Act."
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5. Non-transferability. Neither the option hereby granted nor any
rights thereunder or under this Agreement may be assigned, transferred or in
any manner encumbered except by will or the laws of descent and distribution,
and any attempted assignment, transfer, mortgage, pledge or encumbrance except
as herein authorized, shall be void and of no effect. The option may be
exercised during Optionee's lifetime only by Optionee.
6. Termination of Service as a Director. In the event of the
termination of Optionee's service as a Director, the option may be exercised as
provided in Section V.E. of the Plan.
7. Shares Issued on Exercise of Option. It is the intention of the
Company that on any exercise of this option it will transfer to Optionee shares
of its authorized but unissued stock or transfer Treasury shares, or utilize any
combination of Treasury shares and authorized but unissued shares, to satisfy
its obligations to deliver shares on any exercise hereof.
8. Option Not Intended As An Incentive Stock Option. The option
granted hereunder is not intended to constitute an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its President pursuant to due authorization, and
Optionee has signed this Agreement to evidence Optionee's acceptance of the
option herein granted and of the terms hereof, all as of the date hereof.
TALX CORPORATION
By_________________________
___________________________
Optionee
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