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 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 option, 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 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
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 1933, 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-Transferabilitv. 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 (1) 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.


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.  Option Intended As An Incentive Stock
Option. The option granted hereunder is 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 Chief Executive Officer pursuant to due authorization as of
the date hereof.


 


	
   

  	
  TALX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By 

  	
   

  	
   

  
	
   

  	
   

  	
    William W. Canfield