EXHIBIT 10.3


NON-QUALIFIED STOCK OPTION AGREEMENT

UNDER

TALX CORPORATION

l994 STOCK OPTION PLAN


THIS AGREEMENT, made this           
day of                  ,
l9       , 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 1994 Stock Option Plan (the “Plan”) pursuant to which options
covering an aggregate of 945,000 shares 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 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:


l. 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                                     
(                            
) shares of the Common Stock of the Company, of the par value of $.0625 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 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; 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
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
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 term of this option after the end of the fourth 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 six (6) 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 shares of Common Stock already owned
by Optionee, or (iii) in the discretion of the 












Committee, by a combination
of methods of payment specified in clauses (i) and (ii), all in accordance with
Paragraph 7 of the Plan. No shares of Common Stock may be tendered in exercise
of this option if such shares were acquired by Optionee through the exercise of
an Incentive Stock Option, unless (i) such shares have been held by Optionee
for at least one year, and (ii) at least two years have elapsed since such
Incentive Stock Option was granted.


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 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 l933, 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 certificates evidencing the
shares acquired by Optionee on exercise of all or any part of this option, may
bear a restrictive legend, if appropriate, indicating that the shares 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 l933, but
have been issued or transferred to the 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.”


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
Employment. In the event of the termination of employment of Optionee other
than by death or disability, the option granted may be exercised at the times and
to the extent provided in the Plan.


7. Death or Disability of
Optionee. In the event of the death of Optionee during the term of this
Agreement and while Optionee is employed by the Company (or a subsidiary) or
within three (3) months after the termination of Optionee’s employment (or one
(l) year in the case of the termination of employment of an Optionee who is
disabled as provided in the Plan), or in the event of the disability of
Optionee during the term of this Agreement, this option may be exercised at the
times and to the extent provided in the Plan.



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8. 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.


9. Committee Administration.
This option has been granted pursuant to a determination made by the Committee,
and such 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 option, shall have plenary authority to interpret any provision
of this option and to make any determinations necessary or advisable for the
administration of this option and the exercise of the rights herein granted,
and may waive or amend any provisions hereof in any manner not adversely
affecting the rights granted to Optionee by the express terms hereof.


10. Restrictions on
Ownership and Transfer of Stock. Any other provision in this Agreement
notwithstanding, all Stock purchased hereunder (“Purchased Shares”) shall be
subject to the following provisions, conditions and restrictions:


(a) “Transfer”. As used in
this Agreement, the term “transfer” shall include sale, gift, assignment,
pledge, hypothecation, bequest, passage of title by inheritance, or any other
severance or separation of absolute ownership from or by the holder of the
Purchased Shares to other than the Company.


(b) Termination of
Employment. In the event that the Optionee shall cease to be employed by the
Company for any reason whatever, including without limitation the discharge,
resignation, death or disability of the Optionee, within six years from the
Date of Grant, the Company shall have the right and option under the terms set
forth in paragraph 10(d) to purchase from the Optionee, or the estate or legal
representative of the Optionee, all the Purchased Shares owned by the Optionee
at the time he ceases to be employed by the Company.


(c) Transfer During
Employment. If the Optionee desires to transfer all or any part of the
Purchased Shares while he is employed by the Company and within six years from
the Date of Grant, the Optionee shall first give to the Company a notice
stating such desire and offering to sell such shares to the Company in the
manner and on the terms and conditions as set forth in paragraph 10(d), and the
Company shall have the right and option to redeem those shares on such terms
and conditions.


(d) Terms and Conditions of
Option in the Corporation.


(i) Price. If the first date
on which the Company has the right and option under paragraph 10(b) or 10(c)
herein to redeem any of the Optionee’s Purchased Shares (“First Date,” as
hereinafter more specifically defined) is within three years from the Date of
Grant, the price at which the Company may redeem such shares shall be the cost
to the Optionee of such shares plus interest computed at the rate of three (3)
percent per annum or such higher amount as is necessary to prevent application
of the imputed interest rules of the Internal Revenue Code of 1986, as amended
(the “Code”). If the First Date is within a period beginning three years from the
Date of Grant and ending six years from the Date of Grant, the price at which
the Company may so redeem any of an Optionee’s Purchased Shares shall be the
fair market value of such shares as established by an independent professional
appraiser of securities selected by the Company but satisfactory to the
Optionee, or his estate or legal representative. The “First Date” shall be the
date on which the Optionee ceases to be employed by the Company under paragraph
3(b) or the date on which the company receives the notice of offering to sell
under paragraph 10(c).



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(ii) Time and Manner of
Exercise of Option. The Company shall have the right and option described in
paragraphs 10(b) and 10(c) (“Right”) for a period of 60 days following the
First Date and may exercise such Right at any time within that period by giving
notice of its election to exercise its Right to the Optionee, or his estate or
legal representative. If the Company exercises its Right, the closing of the
redemption of all or part of the shares (“Redemption Closing”) shall take place
at the office of the Company on or before the 30th day following the date the
Company shall have given the Optionee, or his estate or legal representative,
the notice prescribed in this subparagraph or, if applicable, within 30 days
after the final written determination by the independent appraiser of the fair
market value of such shares as provided in the preceding paragraph shall have
been delivered to the Company, whichever is later. At the Redemption Closing,
the Optionee, or his estate or legal representative, shall transfer and deliver
to the Company certificates representing all the shares to be redeemed,
properly endorsed, together with any other documents necessary to thus complete
title in the Company, and concurrently therewith, the Company shall pay over
and deliver to the Optionee, or his estate or legal representative, cash and
its promissory note as provided in paragraph 10(e), below.


(e) Payment of Purchase
Price. In any redemption of shares by the Company under this Agreement, the
purchase price shall be paid in installments as follows: 33 1/3 percent of the
purchase price to be paid in cash at the Redemption Closing and the balance to
be paid in two equal payments, plus interest at a rate of three (3) percent per
annum on the unpaid balance (or such higher rate as is necessary to prevent
application of the imputed interest rules of the Code), on the first and second
anniversaries of such Redemption Closing. The deferred payments shall be
delivered at the Redemption Closing. The Optionee, or his estate or legal
representative, shall have the right to require that any shares redeemed be
held in escrow (at his own expense) as security for any deferred payments, but
in any event the Optionee, or his estate or legal representative, shall have
not further rights whatsoever with respect to such shares from and after the
date of the Redemption Closing.


(f) Effect of Failure to
Exercise Option. If the Company fails to exercise any Right arising under
paragraph 10(b) within the time prescribed in paragraph 10(d), the Optionee, or
his estate or legal representative, shall be free to retain ownership and to
transfer at any time thereafter the shares subject to this Agreement. If the
Company fails to exercise its Right arising under paragraph 10(c) within the
time prescribed in paragraph 10(d), the Optionee shall be free, but only for a
period of 90 days after the expiration of such Right, to transfer only those
shares offered for sale to the Company in the notice prescribed in paragraph
10(c).


11. Option Not An Incentive
Stock Option. The option granted hereunder is not, and will not be treated as,
an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended. Upon exercise of this Option, the Company
shall withhold sufficient shares to satisfy the Company’s obligation to
withhold for federal and state taxes on such exercise.


IN WITNESS WHEREOF, the
Company has caused this Agreement to be executed on its behalf by its Vice 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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