Exhibit 10.1
AGREEMENT
THIS AGREEMENT is entered into this thirty-first day of December, 2003,
by and between TALX Corporation, a Missouri Corporation ("the Company") and
Xxxxx X. Xxxxx, a resident of St. Louis County, Missouri ("Xxxxx"), as follows:
1. Xxxxx hereby resigns as an employee and officer of the Company
effective December 31, 2003, Xxxxx agrees to cooperate fully with the Company,
its Board of Directors, any committees thereof and any counsel engaged by any of
them in connection with the investigation of any claims of alleged wrongful
conduct in any way related to the business of the Company. This duty of
cooperation shall include but not be limited to scheduling of and appearing for
interviews and sworn testimony, producing documents, and providing truthful
responses to the best of his knowledge and belief to all proper questions.
2. The Employment Agreement dated May 1, 2002 between the Company and
Xxxxx is terminated effective December 31, 2003, except that paragraph 10
("Confidential Information"), paragraph 13 ("No Mitigation"), paragraph 18(e)
("Injunctions") shall survive this termination. Paragraph 9 ("Non-Competition
Agreement") also shall survive termination but apply to and prohibit Xxxxx'x
employment for the term thereof only with the following companies: ADP, Ceridian
and Sheaklee, Uniservice.
3. Subject to the performance of Xxxxx'x obligations set forth above,
the Company will:
(a) pay Xxxxx the sum of Sixteen Thousand Dollars ($16,000)
per month through August 2004;
(b) make the COBRA payments through August 2004 for Xxxxx'x
continuation coverage under the Company's Group Medical Plan and its Group
Dental Plan;
(c) pay Xxxxx the additional sum of seven hundred fifty
dollars ($750) per month through August 2004, as and for an automobile
allowance;
(d) continue the eligibility of Xxxxx for the fiscal year 2004
bonus pursuant to the terms of the Company's Incentive Bonus Plan and Agreement;
and
(e) the payments described in this paragraph 3 will be treated
as W-2 wages subject to applicable payroll tax withholdings and are not intended
to address or satisfy Xxxxx'x tax obligations on such payments.
4. The Company's payment obligations to Xxxxx for the amounts set forth
in paragraphs 3(a), (b), and (c) shall extend through April 2005 in the event
that, prior to December 31, 2005, either of the following events has occurred:
(i) the Securities and Exchange Commission ("SEC") has failed to file any civil,
criminal, or administrative complaint against Xxxxx alleging any violation by
him of Section 17(a) of the 1933 Securities Act or Section 10(b) of the
Securities and Exchange Act of 1934; (ii) such a complaint is filed but is
settled without a finding of liability and without Xxxxx admitting or denying
liability. If but only if either such event has occurred prior to December 31,
2005, the Company will pay Xxxxx a lump sum in January 2006 representing the
cumulation of the monthly amounts set forth in paragraph 3(a), (b), and
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(c) for the period September 2004 through April 2005, and the Company will
continue the eligibility of Xxxxx for a fiscal year 2005 bonus pursuant to the
terms of its Incentive Bonus Plan and Agreement.
5. The Company will continue to provide indemnification to Xxxxx
pursuant to and subject to Article Nine of its Articles of Incorporation. Upon
receipt from Xxxxx of a written undertaking as described in Article 9(D), the
Company will advance payment of fees and expenses to Xxxxx after all applicable
insurance is exhausted.
6. Except as set forth in paragraphs 3,4, and 5 above, the Company will
have no further financial obligation of any kind to Xxxxx.
7. Xxxxx and the Company each agree not to disparage the other. Xxxxx
acknowledges, however, that the Company will publicly announce his resignation
in the near future, and Xxxxx further acknowledges that the Company cannot
control what all of its employees may say and thus that the duty of
non-disparagements extends only to the members of the board of directors and the
following key executives: Xxxxxxx Xxxxxxxx, L. Xxxxx Xxxxxx, and Xxxxxx Xxxxxx.
These directors and executives and Xxxxx recognize and agree that each has a
legal obligation to provide truthful statements and sworn testimony to the best
of his knowledge and belief in connection with statement or sworn testimony in
connection with any investigations or legal proceedings relating to the
Company's business.
8. This Agreement constitutes the entire agreement between the Company
and Xxxxx, supersedes in all respects any and all prior agreements between
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them, and may not be changed except by a writing duly executed and delivered by
Company and Xxxxx in the same manner as this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.
TALX CORPORATION
By: /s/ L. Xxxxx Xxxxxx
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Its Authorized Representative
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
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