TALX CORPORATION RESTRICTED STOCK AGREEMENT (OUTSIDE DIRECTOR)
Exhibit 10.40
TALX CORPORATION
RESTRICTED STOCK AGREEMENT (OUTSIDE DIRECTOR)
THIS AGREEMENT, made as of the ___day of ___, ___by and between TALX Corporation,
a Missouri corporation (hereinafter called the “Company”), and ______
(hereinafter called the “Director”);
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 Director, who is materially important to the
Company, by creating an incentive to remain as a director of the Company and to work to the very
best of the Director’s abilities; and
WHEREAS, to further this purpose, the Company desires to make a restricted stock award to the
Director 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 Director ___
(___) shares of the common stock of the Company (“Common Stock”); provided, however, that the
shares hereby awarded are nontransferable by the Director 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
Director terminates service as a director of the Company prior to the time a restriction lapses,
the Director 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-third of the shares of Restricted
Stock shall become transferable by the Director if the Director is still a director of the Company
on such date, and has been continuously serving as such a director since the Date of Award; on the
date ending two (2) years after the Date of the Award, an additional one-third of the shares of
Restricted Stock shall become transferable by the Director if the Director is still a director of
the Company on such date, and has been continuously serving as such a director since the Date of
Award; and on the date ending three (3) years after the Date of the Award, an additional one-third
of the shares of Restricted Stock shall become transferable by the Director if the Director is
still a director of the Company on such date, and has been continuously serving as such a director
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 Director shall not be
deemed vested in any fractional share. All of the shares of Restricted Stock which have not
previously become transferable by the Director shall be forfeited by the Director on the date on
which the Director ceases serving as a director of 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 Director. In the event of the death or Disability (as
defined in the Plan) of the Director, 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 Director’s beneficiary designated by the Director on such form and in such
manner as may be prescribed by the Company or, if the Director fails to designate a beneficiary in
accordance with the foregoing, to the Director’s surviving spouse or, if there is no surviving
spouse, in equal shares to the Director’s surviving children or, if there are no surviving
children, to the Director’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 Director.
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
service of the Director.
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
provisions hereof in any manner not adversely affecting the rights granted to the Director by the
express terms hereof.
7. Shares. The shares of Restricted Stock described herein shall be granted in the
form of shares registered in the name of the Director but held by the Company until the
restrictions on the award lapse, subject to forfeiture as provided herein. The Director will be
entitled to all dividends and distributions paid on or with respect to the shares of Restricted
Stock, and the Director will be entitled to instruct the Company how to vote the shares of
Restricted Stock while subject to the restrictions herein. If the Director forfeits any rights the
Director may have under this Agreement, the Director will, on the day following the event of
forfeiture, no longer have
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any rights as a shareholder with respect to the forfeited portion of the
shares of Restricted Stock or any interest therein (or with respect to any shares not then vested),
and the Director will no longer be entitled to receive dividends and distributions with respect to
those shares or vote (or instruct the Company how to vote) those shares of Restricted Stock as of
any record date occurring thereafter.
8. Grant Subject to Plan. This award of Restricted Stock is granted under and is
expressly subject to all the terms and provisions of the Plan, and the terms of the Plan are
incorporated herein by reference. Terms not defined herein shall have the meaning ascribed thereto
in the Plan. THE DIRECTOR HEREBY ACKNOWLEDGES RECEIPT OF A COPY OF THE PLAN AND AGREES TO BE BOUND
BY ALL THE TERMS AND PROVISIONS THEREOF.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and
the Director has, by receipt of this Agreement and acceptance of the benefits hereunder, accepted
the terms hereof, all as of the date first above written.
| TALX CORPORATION | ||||
| By: | ||||
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