EXHIBIT 10.9


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT is
entered into as of the 1st day of September, 1996 by and between TALX
Corporation, a Missouri corporation (the “Company”), and William W. Canfield (“Executive”).


RECITALS


A. The Company desires to
employ Executive as President and Chief Executive Officer and for Executive to
serve as a Chairman of its Board of Directors.


B. In return for the
compensation, bonuses and other consideration provided for herein, Executive
has agreed to become President and Chief Executive Officer and Chairman of the
Board of Directors of the Company pursuant to the terms and conditions of this
Agreement.


NOW THEREFORE, in
consideration of the foregoing, and the representations, warranties and
covenants hereinafter, the parties hereto agree as follows (the “Agreement”):


1. Employment. At all times
during the Employment Period (as hereinafter defined), Company shall employ
Executive in the capacity of President and Chief Executive Officer. In such
capacity, Executive shall devote his full time and professional efforts to such
position, shall be assigned and undertake only such duties and tasks as are
appropriate for a person in the position of President and Chief Executive
Officer, and shall exercise such authority over all of Company’s operations and
employees as is customarily exercised by a President and Chief Executive
Officer, subject to the overall supervision of the Board of Directors of the
Company (the “Board”).


2. Employment Period. The
term of the Executive’s employment under this Agreement shall commence on
September 1, 1996 (the “Commencement Date”) and shall expire, subject to
earlier termination of employment as hereinafter provided, on August 31, 1999
(the “Employment Period”); provided, however, that on September 1, 1997 and
each anniversary of such date, the Employment Period shall automatically be
extended for an additional one year period unless prior thereto either party
has given 90-days prior written notice to the other that such party does not
wish to extend the term of this Agreement.


3. Compensation. Except as
otherwise provided for herein, throughout the Employment Period the Company
shall pay or provide Executive with the following, and Executive shall accept
the same, as compensation for the performance of his undertakings and the
services to be rendered by him throughout the Employment Period under this
Agreement:


(a) Annual Compensation.


(i) Base Salary: $215,000
per year (“Base Amount”), to be reviewed annually for increases only by the
Management Compensation Committee (“Compensation Committee”) of the Company’s
Board of Directors as such Base Amount may not be reduced.


(ii) Annual Incentive
Compensation Program: Executive will participate in an annual incentive
compensation program the terms and conditions of which will have been reviewed
by the Compensation Committee and upon the recommendation of such Compensation
Committee will have been submitted to, and approved by, the Board.



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(b) Benefits. Executive
shall be entitled to participate in all benefit plans and other applicable
programs, practices and arrangements maintained by the Company for its
employees generally, to the extent that such plans, programs, practices and
arrangements do not conflict with the terms of this Agreement.


4. Excise Tax Payments.


(a) Notwithstanding anything
contained in this Agreement to the contrary, in the event that any payment
(within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986,
as amended or replaced (the “Code”)), or distribution to or for the benefit of
the Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise in connection with, or arising out
of, his or her employment with the Company (a “Payment” or “Payments”), would
be subject to the excise tax imposed by Section 4999 of the Code or any
interest or penalties are incurred by the Executive with respect to such excise
tax (such excise tax, interest and penalties collectively referred to as the “Excise
Tax”), then the Executive shall be entitled to receive an additional payment (a
“Gross-Up Payment”) in an amount such that after payment by the Executive of
all such taxes (including any interest or penalties imposed with respect to
such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments; provided, that the Executive shall not be entitled
to receive any additional payment relating to any interest or penalties
attributable to any action or omission by the Executive in bad faith.


(b) An initial determination
shall be made by an accounting firm mutually agreeable to the Company and the
Executive and, if not agreed to within three days after the Date of Termination,
a national independent accounting firm selected by the Executive (the “Accounting
Firm”), as to whether a Gross-Up Payment is required pursuant to this Section 4
and the amount of such Gross-Up Payment. To permit the Accounting Firm to make
the initial determination, the Company shall furnish the Accounting Firm with
all information reasonably required for such firm to complete such
determination as soon as practicable after the Date of Termination, but in no
event more than fifteen (15) days thereafter. All fees, costs and expenses
(including, but not limited to, the cost of retaining experts) of the
Accounting Firm shall be borne by the Company and the Company shall pay such
fees, costs and expenses as they become due. The Accounting Firm shall provide
detailed supporting calculations, reasonably acceptable both to the Company and
the Executive within thirty (30) days of the Date of Termination, if
applicable, or such other time as requested by the Company or by the Executive
(provided the Executive reasonably believes that any of the Payments may be
subject to the Excise Tax). The Gross-Up Payment, if any, as determined
pursuant to this Section 4(b) shall be paid by the Company to the Executive
within five (5) business days of the receipt of the Accounting Firm’s
determination. If the Accounting Firm determines that no Excise Tax is payable
by the Executive with respect to a Payment or Payments, it shall furnish the
Executive with an opinion reasonably satisfactory to the Executive that no
Excise Tax will be imposed with respect to any such Payment or Payments. Any
such initial determination by the Accounting Firm of the Gross-Up Payment shall
be binding upon the Company and the Executive subject to the application of Section
4(c).


(c) As a result of the
uncertainty in the application of Sections 4999 and 280G of the Code, it is
possible that a Gross-Up Payment (or a portion thereof) will be paid which
should not have been paid (an “Overpayment”) or a Gross-Up Payment (or a
portion thereof) which should have been paid will not have been paid (an “Underpayment”).
An Underpayment shall be deemed to have occurred upon a “Final Determination”
(as hereinafter defined) that the tax liability of the Executive (whether in
respect of the then current taxable year of the Executive or in respect of any
prior taxable year of the Executive) will be increased by reason of the
imposition of the Excise Tax on a Payment or Payments with respect to which the
Company has failed to make a sufficient Gross-Up Payment. An Overpayment shall
be deemed to have occurred upon a “Final Determination” (as hereinafter
defined) that the Excise Tax shall not be imposed (or shall be reduced) upon a
Payment or Payments with respect to which the Executive had previously received
a Gross-Up Payment. A Final Determination shall be deemed to have occurred 



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when (i) in the case of an
Overpayment, the Executive has received from the applicable governmental taxing
authority a refund of taxes or other reduction in his or her tax liability
imposed as a result of a Payment or, in the case of an Underpayment, the
Executive receives notice from a competent governmental authority that his or
her tax liability imposed as a result of a Payment will be increased, and (ii)
in the case of an Overpayment or an Underpayment, upon either (x) the date a
determination is made by, or an agreement is entered into with, the applicable
governmental taxing authority which finally and conclusively binds the
Executive and such taxing authority, or in the event that a claim is brought
before a court of competent jurisdiction, the date upon which a final
determination has been made by such court and either all appeals have been
taken and finally resolved or the time for all appeals has expired or (y) the
statute of limitations with respect to the Executive’s applicable tax return
has expired. If an Underpayment occurs, the Executive shall promptly notify the
Company and the Company shall promptly pay to the Executive an additional
Gross-Up Payment equal to the amount of the Underpayment plus any interest and
penalties imposed on the Underpayment (other than interest and penalties
attributable to any action or omission by the Executive in bad faith). If an
Overpayment occurs, the amount of the Overpayment shall be treated as a loan by
the Company to the Executive and the Executive shall, within ten (10) business
days of the occurrence of such Overpayment, pay the Company the amount of the
Overpayment, without interest.


(d) Notwithstanding anything
contained in this Agreement to the contrary, in the event it is determined that
an Excise Tax will be imposed on any Payment or Payments, the Company shall pay
to the applicable governmental taxing authorities as Excise Tax withholding,
the amount of the Excise Tax that the Company has actually withheld from the
Payment or Payments.


5. Expenses. During the
Employment Period, the Company shall promptly pay or reimburse Executive for
all reasonable out-of-pocket expenses incurred by Executive in the performance
of duties hereunder in accordance with the Company’s policies and procedures
then in effect.


6. Conditions of Employment.
Throughout the Employment Period, (a) the Company shall not require or assign
duties to Executive which would require him to have the location of his
principal business office or his principal place of residence other than the
County of St. Louis, Missouri, and (b) the Company shall not require or assign
duties to Executive which would require him to spend more than ninety (90)
consecutive days away from his office during, any consecutive twelve-month
period.


7. Termination.


(a) In addition to the
termination rights in Section 2 of this Agreement, this Agreement shall
terminate upon the following circumstances:


(i) At any time at the
election of Company for Cause. “Cause” for this purpose shall mean (1)
Executive commits a material breach of this Agreement which has not been cured
within 10 days of written notice from the Company that such material breach has
occurred; (2) Executive commits a crime against moral turpitude, including,
without limitation, committing an act of fraud, dishonesty, disclosure of
confidential information or the commission of a felony, or direct and
deliberate acts constituting a breach of trust to Company; (3) Executive
willfully violates the provisions of this Agreement, including, without
limitation, willfully or continuously refusing to perform the duties reasonably
assigned to him by the Board which are consistent with the provisions of this
Agreement; or (4) Executive willfully engages in conduct that damages the
Company’s business or reputation or materially injures the Company.


(ii) At any time at the
election of Executive for Good Reason. “Good Reason” for this purpose shall
mean (1) a material breach of this Agreement by the Company which has not been
cured within 10 days of written notice from Executive that such material breach
has occurred; (2) the reduction of salary, benefits or other perquisites
provided to Executive under this Agreement; (3) failure by the Company to 



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obtain a successor’s
commitment to perform the Company’s obligations under this Agreement; or (4)
the Company providing written notice to Executive pursuant to Section 2 hereof
that it does not wish to extend the term of this Agreement.


(iii) Executive’s death or
his being unable to render the services required to be rendered by him during
the Employment Period for a period of one hundred eighty (180) days during any
twelve-month period (“Disability”).


(b) In the event the Company
or Executive intend to terminate this Agreement for Cause or Good Reason,
respectively, such termination may only be accomplished upon compliance with
the following procedures:


(i) The party seeking to
terminate this Agreement (the “Notifying Party”) shall provide the other (the “Defaulting
Party”) with written notice of its or his belief that Cause or Good Reason, as
the case may be, exists. The parties shall for a period of 30 days from the
date of such notice attempt to resolve to their mutual satisfaction whether or
not Cause or Good Reason exists, and, if so, the rights and obligations of the
parties.


(ii) In the event the
parties are unable to reach a mutually acceptable resolution during such 30-day
period, the Notifying Party shall afford the Defaulting Party an additional 10
days or such longer period as the Notifying Party in its or his sole discretion
may determine to cure the alleged breach.


(iii) In the event the
Defaulting Party does not cure the breach during the 10-day period, the
Notifying Party shall be required to institute an arbitration proceeding to
determine whether Cause or Good Reason existed and has not been cured in
accordance with Section 18 herein.


(iv) This Agreement shall be
terminated as of the date when the Notifying Party institutes an arbitration
proceeding in accordance with subsection (iii) preceding; provided, however,
that in the event Good Reason exists as a result of the application of Section
7(a)(ii)(4), no further employment services will be required or expected of
Executive and Executive and Company will coordinate the timing and press
releases, if any, of his departure. The sole decision of the arbitrator in such
proceeding shall be to determine whether Cause (if initiated by Company) or
Good Reason (if initiated by Executive) exists. Thereafter, the obligations of
the parties to each other shall be determined by applying the decision of the
arbitrator(s) in accordance with Exhibit A hereto.


(v) In the event the Company
does not prevail in any such proceeding initiated by it for Cause, Executive’s
termination shall be deemed to have occurred for Good Reason. In the event
Executive does not prevail in any such proceeding initiated by him for Good
Reason, Executive shall be considered as having voluntarily terminated
employment other than for Good Reason, and his rights under this Agreement
shall be determined as if he had been terminated by Company for Cause.


(c) Upon expiration or
termination of this Agreement under Section 2 or Section 7 herein, Executive
shall be entitled to receive compensation and other benefits provided for
herein in accordance with Exhibit A hereto. The parties agree that, in the
event of termination by Executive for Good Reason under Section 7, such
payments and benefits shall be deemed to constitute liquidated damages for the
breach of this Agreement by Company.


8. Change of Control.


(a) If (i) Executive
terminates his employment for Good Reason during the period commencing with the
date of a Change of Control (as hereinafter defined) and ending twelve months
following the Change of Control (the “Change of Control Period”), (ii) the
Company terminates Executive’s employment without Cause during the Change of
Control Period, or (iii) Company terminates Executive’s employment without
Cause within six months prior to a Change of Control and Executive can
reasonably 



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demonstrate that such
termination was in connection with or in anticipation of a Change of Control,
the Executive shall be entitled to receive compensation and other benefits (“Change
of Control Payments”) described on Exhibit A under the column heading “Related
to Change of Control” and such Change of Control Payments shall be in lieu of
any other payments described in Section 7 herein. Notwithstanding anything to
the contrary contained herein, nothing in this Agreement shall relieve Employer
of its obligation of providing Employee with all retirement and deferred
compensation benefits in accordance with the terms of all retirement and
deferred compensation plans in which Employee participates.


(b) The term “Change of Control”
shall mean a change of control of a nature that would be required to be
reported in response to Item 1(a) of the Current Report on Form 8-K, as in
effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (“Exchange Act”), or any comparable successor provisions.
Without limiting the foregoing, a “Change of Control” also means for purposes
of this Agreement, regardless of its meaning under the provisions of the
Exchange Act:


(i) The purchase or other
acquisition (other than from the Company) by any person, entity or group of
persons, within the meaning of Section 13(d) or 14(d) of the Exchange Act
(excluding, for this purpose, the Company or its subsidiaries or any employee
benefit plan of the Company or its subsidiaries), of beneficial ownership,
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or
more of either the then outstanding shares of common stock or the combined
voting power of the Company’s then outstanding voting securities entitled to
vote in the election of directors; or


(ii) Individuals who, as of
the date hereof, constitute the Board of Directors of the Company (as of the
date hereof, the “Incumbent Board”) cease for any reason to constitute at least
two-thirds of the Board, provided that any person (other than a person whose
election or nomination or whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of
directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) who becomes a director subsequent to
the date hereof whose election, or nomination for election by the Company’s
shareholders, was approved by a vote of at least three-quarters of the directors
then comprising the Incumbent Board shall be, for purposes of this Agreement,
considered as though such person were a member of the Incumbent Board; or


(iii) Approval by the
shareholders of the Company of a reorganization, merger, or consolidation, in
each case, with respect to which persons who were the shareholders of the
Company immediately prior to such reorganization, merger or consolidation do
not, immediately thereafter, own more than 50% of the combined power entitled
to vote generally in the election of directors of the reorganized, merged or
consolidated company’s then outstanding voting securities or a liquidation or
dissolution of the Company or of the sale of all or substantially all of the
assets of the Company.


9. Non-Competition Agreement.
Executive acknowledges, agrees and recognizes that (i) the Company has spent
substantial money, time and effort over the years in developing and solidifying
its relationships with its customers and in developing its confidential,
proprietary and trade secret information; (ii) long-term customer relationships
often can be difficult to develop and require a significant investment of time,
effort and expense; (iii) the Company pays its employees to, among other
things, develop and preserve the Company’s business, confidential and trade
secret information, customer goodwill, customer loyalty and customer contacts
for and on behalf of the Company; and (iv) the Company is hereby agreeing to
hire Executive and pay Executive based upon Executive’s assurances and promises
contained herein not to divert the Executive’s customers’ goodwill or to put
himself in a position during or following the term of this Agreement in which
the confidentiality of the Company’s information might somehow be compromised.
Executive agrees that during his employment by the Company and for the
Restricted Period (as defined below), Executive will not as an individual or as
a partner, employee, agent, advisor, consultant or in any other capacity of or
to any person, firm, corporation or other entity, on Executive’s own behalf or
on behalf of any other person, firm corporation or entity, directly or
indirectly:



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(a) carry on any business,
become involved in any business activity, or render any products or services to
any business, competitive with the business of the Company or any of its
subsidiaries, affiliates or related companies as such business or businesses
are presently conducted and as such business or businesses may evolve in the
ordinary course during the Employment Period anywhere in the United States or
in any other jurisdiction in which the Company shall conduct business during
the Employment Period;


(b) provide any products or
services similar to or related to those products or services which the Company
or any of its subsidiaries, affiliates or related companies provide;


(c) knowingly and
intentionally hire, or assist anyone else to hire, any employee or distributor
of the Company or seek to persuade, or assist anyone else to seek to persuade,
any employee or distributor of the Company to discontinue his or her employment
with the Company or business relationship with the Company, as the case may be;


(d) knowingly and
intentionally induce or attempt to induce, or assist anyone else to induce or
attempt to induce, any customer of the Company to reduce or discontinue its
business with the Company or disclose to anyone else the name and/or
requirements of any such customer; or


(e) knowingly and
intentionally interfere with any relationships between the Company and its
vendors, customers, strategic partners, distributors or other persons with whom
the Company has business relations.


The “Restricted Period”
shall during the term of the Executive’s employment with the Company, and for a
period of one year after the termination of such employment for whatever
reason.


Executive expressly agrees
that the covenants set forth in this Section 9 are reasonable and enforceable
because, among other things, (i) the nature of the markets in which the Company’s
products or services are marketed and sold;

(ii) the Executive will be exposed or have access to confidential information;

(iii) the Company would not have adequate protection if Executive were
permitted to work for any of its competitors since the Company would be unable
to verify whether its confidential information was being disclosed and/or
misused, and

(iv) Executive’s other businesses and background which are such that the
restraint will not impose any undue hardships upon Executive. Furthermore,
Executive recognizes and agrees that the restraints contained in this Section 9
are reasonable and enforceable in view of the Company’s legitimate interests in
protecting its confidential information and customer goodwill and the
limitations contained therein on the duration and geographic scope of, and
activities prohibited by, such restraints.


10. Confidential
Information.


(a) Without the express
written consent of the Company, Executive agrees, during the term of this
Agreement and thereafter (including after the termination of this Agreement for
any reason) to keep secret and confidential, and not to use or disclose to any
third parties, any of the Company’s and/or its clients/customers’ proprietary
trade secret information or other confidential information acquired by or
disclosed to the Executive prior to, during the course of, or in connection
with, this Agreement.


(b) The Company and its
clients/customers consider and treat as confidential, proprietary and trade
secret, among other things, their respective marketing data, plans and
strategies, internal financial information, customer lists, costs, margins,
pricing and policies, component sourcing and supply information, planning
methods, systems, processes, computer software (whether in object code, source
code, applications, machine readable form, printouts, or human readable form),
computer programs and documentation, computer hardware designs and
configurations, systems, research and development 



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plans and activities, ideas,
drawings, photographs, models, prototypes, developments, constructions,
computer firmware, videotapes (including, but not limited to, original, work
and/or finished master tapes), manufacturing methods and techniques, quality
control procedures and methods, investigations, engineering, test methods and
data, technical data, security methods and procedures, designs, plans and
specifications, and actual and potential applications thereof, business
acquisition and expansion plans, product applications, information provided to
the Company in confidence by its clients and third parties, and the like
(collectively the “Confidential Information”), and Executive agrees to treat
any and all such information as secret, confidential and proprietary to the
Company and/or, as applicable, its customers/clients. Executive understands that
confidential information may or may not be labeled as “confidential” and will
treat all information as confidential whether or not labeled as such.
Confidential information shall not include information which (i) was already
available to the general public at the time of receipt by Executive, (ii)
subsequently becomes known to the general public through no fault or admission
of Executive, (iii) is subsequently disclosed by a third party which has the
bona fide right to make such disclosure; or (iv) is required to be disclosed by
law or by any court or authority.


(c) Executive acknowledges
that any and all notes, records, sketches, computer diskettes, programs, and
other documents or things obtained by or provided to Executive, or otherwise
made, produced, generated or compiled during the course of Executive’s
employment by the Company, which contain any of the Company’s Confidential
Information, regardless of the type of medium in which it is preserved, are and
shall remain the sole and exclusive property of the Company and shall be
surrendered by Executive to the Company upon the termination of this Agreement
and/or upon the request or demand of the Company.


11. Effect of Breach of
Sections 9 or 10. So long as any stock options held by the Executive shall not
be vested or shall not have been exercised, the exercise of such stock options
shall each be subject to Executive’s full compliance with the terms and
conditions of Section 9 (which shall continue to apply for this purpose) and
Section 10 herein; provided, however, that any such breach will not have any
effect on stock options exercised prior to the date of such breach.
Notwithstanding any other provision is this Agreement, Executive further agrees
that a breach of Sections 9 or 10 cannot adequately be compensated by money
damages and, therefore, Company shall be entitled, in addition to any other
right or remedy available to it (including, but not limited to, an action for
damages), to an injunction restraining such breach or a threatened breach and
to specific performance of either such provision, and Executive hereby consents
to the issuance of such injunction and to the ordering of specific performance.


12. Legal Expenses. The
Company shall pay to Executive all out-of-pocket expenses, including reasonable
attorneys’ fees, incurred by Executive in connection with any claim or legal
action or proceeding brought under or involving this Agreement, whether brought
by Executive or by or on behalf of the Company or by another party; provided,
however, the Company shall not be obligated to pay to Executive out-of-pocket
expenses, including attorneys’ fees, incurred by Executive in any claim or
legal action or proceeding involving Sections 7, 8, 9, 10 or 11 of this
Agreement if Company prevails in such litigation or arbitration.


13. No Mitigation. The
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise and no such
payment shall be offset or reduced by the amount of any compensation or
benefits provided to Executive in any subsequent employment.


14. Notices. All notices
required or permitted under this Agreement shall be in writing, may be made by
personal delivery or facsimile transmission, effective on the day of such
delivery or receipt of such transmission, or may be mailed by registered or
certified mail, effective five (5) days after the date of mailing, addressed as
follows:



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  to Company:

  	
  TALX Corporation

  
	
   

  	
   

  	
  1850 Borman
  Court

  
	
   

  	
   

  	
  St. Louis,
  Missouri 63146

  
	
   

  	
   

  	
  Attention: John
  E. Tubbesing

  
	
   

  	
   

  	
  Executive Vice
  President

  
	
   

  	
   

  	
  Facsimile
  number: (314) 434-5176

  
	
   

  	
   

  	
   

  
	
   

  	
  to Executive:

  	
  William W.
  Canfield

  
	
   

  	
   

  	
  620 N. Taylor

  
	
   

  	
   

  	
  St. Louis,
  Missouri 63122

  



 


or such other person or
address as designated in writing to Executive at his last known residence
address or to such other addresses as designated by him in writing to Company.


15. Successors. This
Agreement may not be assigned by the Company (other than by merger or operation
of law) without the express written consent of Executive, and the obligations
of the Company provided for in this Agreement shall be binding legal
obligations of any successor to the Company or the principal business of
Company by purchase, merger, consolidation, or otherwise. This Agreement may not
be assigned by Executive during his life, and upon his death will be binding
upon and inure to the benefit of his heirs, legatees and the legal
representatives of his estate.


16. Waiver, Modification and
Interpretation. No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in a
writing signed by Executive and an appropriate officer of the Company empowered
to sign same by the Board of Directors of the Company. No waiver by either
party at any time of any breach by the party of, or compliance with, any
condition or provision of this Agreement to be performed by the other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same time or at any prior to subsequent time. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the State of Missouri.


17. Invalidity of
Provisions. In the event that any provision of this Agreement is adjudicated to
be invalid or unenforceable under applicable law in any jurisdiction, the
validity or enforceability of the remaining provisions thereof shall be
unaffected as to such jurisdiction and such adjudication shall not affect the
validity or enforceability of such provision in any other jurisdiction. To the
extent that any provision of this Agreement is adjudicated to be invalid or
unenforceable because it is overbroad, that provision shall not be void but
rather shall be limited to the extent required by applicable law and enforced
as so limited. The parties expressly acknowledge and agree that this Section 18
is reasonable in view of the parties’ respective interests.


18. Arbitration


(a) Scope; Initiation.
Resolution of any and all disputes arising from or in connection with this
Agreement, whether based on contract, tort, statute or otherwise, including
disputes over arbitrability and disputes in connection with claims by third
persons (“Disputes”) shall be exclusively governed by and settled in accordance
with the provisions of this Section 18. Either party to this Agreement (each a “Party”
and together the “Parties”) may commence proceedings hereunder by delivery of
written notice providing a reasonable description of the Dispute to the other,
including a reference to this Section 18 (the “Dispute Notice”).


(b) Negotiations Between
Parties. The Parties shall first attempt in good faith to resolve promptly any
Dispute by good faith negotiations. Not later than three (3) business days
after delivery of the Dispute Notice, the Company shall appoint an executive to
meet with the Executive or his or her representative at a reasonably acceptable
time and place, and thereafter as such representatives deem reasonably 



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necessary. The Parties shall
exchange relevant non-privileged information and endeavor to resolve the
Dispute. Prior to any such meeting, each Party or representative shall advise
the other as to any other individuals who will attend such meeting. All
negotiations pursuant to this Section 18(b) shall be confidential and shall be
treated as compromise negotiations for purposes of Rule 408 of the Federal
Rules of Evidence and similarly under other federal and state rules of
evidence.


(c) Binding Arbitration. The
Parties hereby agree to submit all Disputes to arbitration under the following
provisions, which arbitration shall be final and binding upon the Parties,
their successors and assigns, and that the following provisions constitute a
binding arbitration clause under applicable law.


(i) Either Party may initiate
arbitration of a Dispute by delivery of a demand therefor (the “Arbitration
Demand”) to the other Party not sooner than five (5) business days after the
date of delivery of the Dispute Notice but at any time thereafter.


(ii) The arbitration shall
be conducted in the County of St. Louis, Missouri, by three arbitrators (acting
by majority vote, the “Panel”) selected by agreement of the Parties not later
than 10 days after delivery of the Arbitration Demand or, failing such
agreement, appointed pursuant to the Commercial Arbitration Rules of the
American Arbitration Association, as amended from time to time (the “AAA Rules”).
If an arbitrator becomes unable to serve, his or her successor(s) shall be
similarly selected or appointed.


 (iii) The arbitration shall be conducted
pursuant to the Federal Arbitration Act and the Missouri Uniform Arbitration
Act, such procedures as the Parties may agree or, in the absence of or failing
such agreement, pursuant to the AAA Rules. Notwithstanding the foregoing: (w)
each party shall be allowed to conduct discovery through written requests for
information, document requests, requests for stipulations of fact, and
depositions; (x) the nature and extent of such discovery shall be determined by
the Panel, taking into account the needs of the Parties and the desirability of
making discovery expeditious and cost-effective; (y) the Panel may issue orders
to protect the confidentiality of information, to be disclosed in discovery;
and (z) the Panel’s discovery rulings may be enforced in any court of competent
jurisdiction.


(iv) All hearings shall be
conducted on an expedited schedule, and all proceedings shall be confidential.
Either Party may at its expense make a stenographic record thereof.


(v) The Panel shall complete
all hearings not later than twenty (20) days after selection or appointment,
and shall make a final award not later than ten (10) days thereafter. The award
shall be in writing and shall specify the factual and legal bases for the
award, and shall include a determination as to whether any claim by the
Executive of Good Reason was manifestly unreasonable for purposes of the
second-to-last sentence of Section 5. Notwithstanding anything contained in
Section 8, in circumstances where a Dispute has been asserted by the Executive
or defended against by the Executive on grounds that the Panel deems manifestly
unreasonable (whether related to a claim of Good Reason or otherwise), the
Panel may assess all or part of the costs and expenses of the arbitration,
including the Panel’s fees and expenses and fees and expenses of experts and
legal counsel (“Arbitration Costs”), against the Executive and may include in
the award the Executive’s and the Company’s attorney’s fees and expenses in
connection with any and all proceedings under this Section 18. Notwithstanding
the foregoing, in no event may the Panel award multiple, punitive or exemplary
damages to either party.


(d) Confidentiality -
Notice. Each Party shall notify the other promptly, and in any event prior to
disclosure to any third person, if it receives any request for access to
confidential information or proceedings hereunder.


(e) Injunctions. However,
notwithstanding anything else in this Section 18, the Company shall be entitled
to seek a restraining order or injunction in any court of competent
jurisdiction to prevent any continuation of any violation of this Agreement,
and the Executive hereby consents that such restraining 



 9
 








order or injunction may be
granted without the necessity of the Company posting any bond. The expense of
such arbitration shall be borne by the Company.


19. Headings. The headings
contained herein are for reference purposes only and shall not in any way
affect the meaning or interpretation of any provision of this Agreement.


20. Entire Agreement. This
Agreement (together with the Exhibit hereto) constitutes the entire agreement
between the parties, supersedes in all respects any prior agreement between
Company and Executive and may not be changed except by a writing duly executed
and delivered by Company and Executive in the same manner as this Agreement;
provided however, that the terms of any securities of the Company (or any
options, warrants or other securities convertible into, or exchangeable or
exercisable for, securities of the Company), which are held by the Executive
shall be governed by the agreements entered into upon issuance of such
securities (or such options, warrants or other securities convertible into, or
exchangeable or exercisable for, securities of the Company).


21. Counterparts. Company
and Executive may execute this Agreement in any number of counterparts, each of
which shall be deemed to be an original but all of which shall constitute but
one instrument. In proving this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first
written above.


THIS
AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE
PARTIES.


TALX CORPORATION


By:   John E. Tubbesing Executive Vice President


Executive


William W. Canfield



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Exhibit
A


EFFECT
OF AGREEMENT TERMINATION


REASON
FOR TERMINATION


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DEATH OR

  
	
  TYPE OF

  	
   

  	
  NORMAL EXPIRATION

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  DISABILITY

  
	
  COMPENSATION

  	
   

  	
  DATE OF AGREEMENT

  	
   

  	
  BY EXECUTIVE FOR

  	
   

  	
  BY EMPLOYER FOR

  	
   

  	
  RELATED TO

  	
   

  	
  (AS DEFINED IN

  
	
  /BENEFIT

  	
   

  	
  OR RENEWAL PERIOD

  	
   

  	
  “GOOD REASON”

  	
   

  	
  “CAUSE”

  	
   

  	
  CHANGE OF CONTROL

  	
   

  	
  AGREEMENT)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base Salary 

  	
   

  	
  Payable through end of
  Employment Period (as defined in Agreement)

  	
   

  	
  Receives Base Amount (as
  defined in the Agreement) for the three year period commencing on the
  Executive’s early termination date (the “Continuation Period”), payable
  ratably over such Continuation Period.

  	
   

  	
  Payable through date of early termination.

  	
   

  	
  Receives $1 less than an
  amount equal to three times the average annual compensation received by Mr.
  Canfield from the Company reported on his Form W-2 for the five calendar
  years preceding the calendar year of the Change of Control, payable in one
  lump sum cash payment.

  	
   

  	
  Payable through end of month in which death or
  disability occurs.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Incentive
  Compensation Program

  	
   

  	
  Payable through
  Employment Period; amount recommended by Compensation Committee based on
  Company’s and Executive’s performance.

  	
   

  	
  Receives targeted incentive
  compensation (based on estimated targeted incentive compensation for year of
  termination) for the Continuation Period, payable over the Continuation
  Period.

  	
   

  	
  Amount determined by Compensation Committee in its
  sole discretion; would likely be zero.

  	
   

  	
  None

  	
   

  	
  Amount earned (recommended by the Compensation
  Committee based on the Company’s and Executive’s performance for the year in
  which death or disability occurs) will be prorated.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other Employee Benefits
  (excluding any benefits related to securities of the Company or options,
  warrants or convertible into or exercisable or exchangeable for securities of
  the Company)

  	
   

  	
  Continue through end of Employment Period, subject to
  legal and contractual rights in plans to convert or extend coverages.

  	
   

  	
  Continue through end of Continuation Period, subject
  to legal and contractual rights in plans to convert or extend coverages.

  	
   

  	
  Continue through date of early termination, subject
  to legal and contractual rights in plans to convert or extend coverages.

  	
   

  	
  Executive’s medical,
  dental and vision insurance shall be continued through the Continuation
  Period, subject to legal and contractual rights in plans to convert or extend
  coverages; provided, further, if extension of such insurance coverage is not
  permitted, the Company shall pay the premiums for a new similar health
  insurance plan which would allow coverage of the Executive through the
  Continuation Period.

  	
   

  	
  Continue through end of month in which death or
  disability occurs, subject to legal and contractual rights to convert or
  extend coverages.

  



 



 11














	
  Date:

  	
   

  	
  February 1, 2007

  
	
   

  	
   

  	
   

  
	
  Re:

  	
   

  	
  Modification of Employment Agreement

  
	
   

  	
   

  	
   

  
	
  To: 

  	
   

  	
  William W. Canfield:

  



 


Certain
modifications to the Employment Agreement by and between you and TALX
Corporation, dated September 1, 1996, (“Employment Agreement”) are necessary in
order for you to avoid the adverse tax consequences and penalties associated
with noncompliance with the nonqualified deferred compensation rules under
Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) and the
regulations promulgated thereunder. This letter will modify your Employment
Agreement as follows:


1.             Unless your
Employment Agreement specifies a fixed date for the payment of any severance
benefits, such benefits shall be paid on the date of your termination of
employment from the Company. If the severance payment is to be made over a
period of time, such payments shall be made at regular intervals coinciding
with the Company’s regular payroll practice, with the first such payment to be
made with respect to the first payroll period immediately following your
termination of employment.


2.             In all cases in
which amounts are payable upon a fixed date, payment is deemed to be made upon
the fixed date if the payment is made on such date or a later date within the
same calendar year or, if later, by the 15th day of the
third calendar month following the specified date.


3.             Notwithstanding
anything herein to the contrary, in the event you are determined to be a “Specified
Employee” as defined in Code Section 409A and the regulations promulgated
thereunder and you become entitled to any severance payments under your
Employment Agreement due to your termination of employment for any reason other
than death or disability, commencement of such severance benefits shall, to the
extent necessary to avoid adverse consequences under Code Section 409A occur as
follows:


(a)                         Any benefits
otherwise payable within the first six months of your termination of employment
shall be delayed. On the first business
day of the seventh month immediately following the date of your termination of
employment, payment of the aggregate amount of the delayed cash payments shall
be paid in a lump sum, plus interest.


(b)                        With respect to
the continuation of any Company-paid employee benefits (or premiums paid by the
Company for similar coverage) beyond your date of termination, you must pay the
cost of such coverage for the first six (6) months following your termination
of employment. You shall be reimbursed for such amounts with interest in a lump
sum payment on the first business day of the seventh month following your
termination of employment.


(c)                         Reimbursement
of any out-of-pocket expenses related to outplacement services shall be made in
a lump sum on the first day of the seventh month following your termination of
employment.



 1
 








4.               Payment of any Gross-Up
Payment specified in your Employment Agreement shall, subject to Paragraph 3
above, be made as follows:


(a)                                  With respect to
the Gross-Up Payment for any anticipated Excise Tax calculated at the time of
your termination of employment, payment shall be made on the fifth business day
immediately following the determination of the amount of your anticipated
Excise Tax liability.


(b)                                 If the amount
of your anticipated Excise Tax liability as determined at the time of your
termination results in a Gross-Up Payment insufficient to satisfy your actual
Excise Tax liability, payment of any additional Gross-Up Payment to reconcile
such deficiency shall be made in the third calendar year following the calendar
year in which your termination of employment occurs unless such Gross-Up
Payment can be paid within sixty (60) days after the end of the calendar year
in which your termination of employment occurs.


The
Company intends for your Employment Agreement to be administered in compliance
with Code Section 409A and the regulations promulgated thereunder. Accordingly,
your Employment Agreement may be further modified to the extent necessary for
you to avoid any adverse tax consequences, retroactively if necessary. Please
confirm your acceptance of these modifications to your Employment Agreement by
signing below and returning one copy to corporate Human Resources.





	
  

  	
  By:

  	
   

  	
  L. Keith Graves

  
	
   

  	
  Senior Vice President and CFO

  
					



 


BY
SIGNING THIS MODIFICATION OF THE EMPLOYMENT AGREEMENT, I AM ACKNOWLEDGING THAT
I (A) HAVE RECEIVED A COPY OF THIS MODIFICATION TO THE EMPLOYMENT AGREEMENT FOR
REVIEW AND STUDY BEFORE SIGNING IT; (B) HAVE READ THIS MODIFICATION TO THE
EMPLOYMENT AGREEMENT CAREFULLY BEFORE SIGNING IT; (C) HAVE HAD SUFFICIENT
OPPORTUNITY BEFORE SIGNING THIS MODIFICATION TO THE EMPLOYMENT AGREEMENT TO ASK
ANY QUESTIONS; AND (D) UNDERSTAND MY RIGHTS AND OBLIGATIONS UNDER THIS
MODIFICATION TO THE EMPLOYMENT AGREEMENT. I UNDERSTAND THAT THE EMPLOYMENT
AGREEMENT WHICH IS AMENDED BY THIS MODIFICATION CONTAINS A BINDING ARBITRATION
PROVISION THAT CAN BE ENFORCED BY THE PARTIES. ACCEPTED AND AGREED THIS 1ST DAY
OF FEBRUARY, 2007.






 2