EXHIBIT 10.7


STOCK OPTION AGREEMENT

UNDER

TALX CORPORATION

OUTSIDE DIRECTORS’ STOCK OPTION PLAN


THIS AGREEMENT, made this                     day
of                               ,
19         , 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 Outside Directors’ Stock Option Plan (the “Plan”) pursuant to which
options covering an aggregate of 80,000 shares (as adjusted for the 1 for 3.5
reverse stock split effective July, 1996) of the Common Stock of the Company
may be granted to outside directors of the Company; and


WHEREAS, Optionee is now an
outside director of the Company; and


WHEREAS, pursuant to the
Plan the Company shall grant to Optionee the option to purchase 1500 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:


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.


2. Grant and Terms of
Option. Pursuant to the terms of the Plan the Company hereby grants to Optionee
the option to purchase all or any part of one thousand five hundred (1500)
shares of the Common Stock of the Company, of the par value of $.01 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 100% of the
total number of shares to which this option relates. Provided, that if there is
a Change in Control as defined in the Plan, Optionee may immediately purchase
100% of the total number of shares to which immediately purchase 100% of the
total 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) by tender of shares of Common Stock already
owned by Optionee, or (iii) by a combination of methods of payment specified in
clauses (i) and (ii), all in accordance with Section V.F of the Plan.


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 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 exercise of
all or any part of this option, may bear a restrictive legend, if appropriate,
indicating that the share 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-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 Service as
a Director. In the event of the termination of Optionee’s service as a
Director, the option may be exercised as provided in Section V.E. of the Plan.


7. 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.


8. Option Not Intended As An
Incentive Stock Option. The option granted hereunder is not 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 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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