EXHIBIT 10.1


TALX
CORPORATION

AMENDED AND RESTATED 1994 STOCK OPTION PLAN


1. Purpose of the Plan.


The TALX Corporation 1994 Stock Option Plan (the “Plan”)
is intended as an incentive to, and to encourage ownership of the stock of TALX
Corporation (“Company”) by certain key management employees of the Company and
its subsidiaries. It is intended that some options granted hereunder will
qualify as Incentive Stock Options (“Incentive Stock Options”) within the
meaning of Section 422 of the Internal Revenue Code of 1986 as amended (the “Code”)
and that other options granted hereunder will not so qualify.


2. Stock Subject to the Plan.


(a) Stock Available For Grants of Options . A total of
430,000 shares (as adjusted for the proposed 1-for-3.5 reverse stock split) of
the Common Stock of the Company (“Common Stock”) have been allocated to the
Plan and will be reserved for the grant of options under the Plan, subject to
subsequent adjustments under Paragraph 15. The maximum number of shares with
respect to which any individual may be granted options in any calendar year is
430,000 (as adjusted for the proposed 1-for-3.5 reverse stock split).


(b) Reservation of Shares. The Company will allocate
and reserve in each calendar year, a sufficient number of shares of its Common
Stock for issue upon the exercise of options granted under the Plan.


(c) Treasury Shares. The Company may, in its
discretion, use shares held in the Treasury under this Plan in lieu of
authorized but unissued shares of Common Stock. If any option shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for the purposes of the Plan.
Any shares of Common Stock which are used as full or partial payment to the
Company by an optionee of the purchase price upon exercise of an option shall
again be available for the purposes of the Plan.


3. Administration.


The Plan shall be administered by the Committee
referred to in Paragraph 4 (the “Committee”). Subject to the express provisions
of the Plan, the Committee shall have plenary authority, in its discretion, to
determine the individuals to whom, and the time or times at which, options
shall be granted and the number of shares to be subject to each option. In
making such determinations the Committee may take into account the nature of
the services rendered by the respective individuals, their present and
potential contributions to the Company’s success and such other factors as the
Committee, in its discretion, shall deem relevant. Subject to the express
provisions of the Plan, the Committee shall also have plenary authority to
interpret the Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the respective stock
option agreements (which need not be identical) and to make all other
determinations necessary or advisable for the administration of the Plan. The












Committee’s determinations on the matters referred to
in this Paragraph 3 shall be conclusive.


4. The Committee.


The Committee shall be appointed by the Board of
Directors of the Company (“Board”), which may from time to time appoint members
of the Committee in substitution for members previously appointed and may fill
vacancies, however caused, in the Committee. The Committee may select one of
its members as its Chairman, and shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a
quorum. All determinations of the Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and signed by a
majority of the members shall be fully as effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may appoint a
secretary, shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.


5. Eligibility.


Options may be granted to key employees of the Company
or its subsidiaries (as defined below). The term “key employees” is not limited
to, but includes, officers who are employees whether or not they are directors,
employees who are employed in positions of management, and such other employees
as the Committee shall determine. The term “subsidiary” shall mean any corporation
(other than the Company) in an unbroken chain of corporations beginning with
the Company if, at the time of the granting of the option each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain, or such other meaning as
may be hereafter ascribed to it in Section 424 of the Code.


6. Option Prices.


The purchase price of the Common Stock under each
Option which is an Incentive Stock Option shall not be less than 100% of the
fair market value of the stock at the time of the granting of the option (110%
in the case of an option granted to a holder of 10% or more of the then
outstanding Common Stock of the Company (a “10% Owner”)). The purchase price of
the Common Stock under each option which is not an Incentive Stock Option shall
be determined by the Committee. The Committee shall determine fair market value
and may adopt such criterion for such determination of as it may determine to
be appropriate; provided, that if the Common Stock is included on the NASDAQ
National Market, the fair market value shall be the mean between the high and
the low sales price on the date as of which the Common Stock is to be valued,
or if the Common Stock shall not have been traded on such date, the mean
between the high and low sales price on such market on the first day prior
thereto on which the Common Stock is traded.



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7. Payment of Option Prices.


The purchase price is to be paid in full upon the
exercise of the option, either (i) in cash, (ii) in the discretion of the
Committee, by tender of shares of the Common Stock of the Company, already
owned by the optionee having a fair market value equal to the cash exercise price
of the option being exercised, or (iii) in the discretion of the Committee, by
any combination of the payment methods specified in clauses (i) and (ii)
hereof; provided, however, that no shares of Common Stock may be tendered in
exercise of an option if such shares were acquired by the optionee through the
exercise of an Incentive Stock Option unless (i) such shares have been held by
the optionee for at least one year and (ii) at least two years have elapsed
since such Incentive Stock Option was granted. The cash proceeds of sale of
stock subject to option are to be added to the general funds of the Company and
used for its general corporate purposes. The shares of Common Stock of the
Company received by the Company as payment of the option price are to be added
to the shares of the Common Stock of the Company held in its Treasury and used
for the purposes of granting options under the Plan.


8. Option Amounts.


The maximum aggregate fair market value (determined at
the time an option is granted in the same manner as provided for in Paragraph 6
hereof) of the Common Stock of the Company with respect to which Incentive
Stock Options are exercisable for the first time by any optionee during any
calendar year (under all plans of the Company and its subsidiaries) shall not
exceed $100,000.


9. Exercise of Options.


The term of each option shall be not more than ten
(10) years from the date of granting thereof (five (5) years in the case of an
Incentive Stock Option granted to a 10% Owner) or such shorter period as is
prescribed in Paragraph 10 hereof; provided, that the right to exercise an
option shall be restricted so that no shares may be purchased during the first
year of the term thereof, that at any time during the term of the option after
the end of the first year from the date of the grant, the optionee may purchase
up to 20% of the total number of shares to which the option relates; that at
any time during the term of the option after the end of the second year from
the date of grant the optionee may purchase up to an additional 20% of the
total number of shares to which the option relates; that at any time during the
term of the option after the end of the third year from the date of grant, the
optionee may purchase up to an additional 20% of the total number of shares to
which the option relates; that at any time during the term of the option after
the end of the fourth year from the date of grant the optionee may purchase up
to an additional 20% of the total number of shares to which the option relates;
and that at any time during the term of the option after the end of the fifth
year from the date of the grant, the optionee may purchase an additional 20% of
the total number of shares to which the option relates so that the optionee may
purchase 100% of the total number of shares to which the option relates after
five (5) years from the date of grant; provided, further that except as
provided in Paragraphs 10 and 11 hereof, no option may be exercised at any time
unless 



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the optionee is then an employee or an officer or
director of the Company or a subsidiary and has been so continuously since the
granting of the option. The holder of an option shall have none of the rights
of a stockholder with respect to the shares subject to option until such shares
shall be issued to such holder upon the exercise of the option.


Notwithstanding the foregoing, in the event of a
Change in Control (as hereinafter defined), the option holder will be entitled
to purchase, at any time thereafter and during the term thereof (subject,
however, to Section 10 of this Plan), the entire number of shares to which the
option relates.


The term “Change in Control” shall mean:


(i) The purchase or other acquisition by any person,
entity or group of persons, within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (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 20% or more of the
combined voting power of the Company’s then-outstanding voting securities
entitled to vote generally in the election of directors in any transaction or
series of transactions; or


(ii) When individuals who, as of June 30, 1996,
constitute the Board (the “Continuing Directors”), cease for any reason to
constitute at least a majority of the Board, provided that any person who
becomes a director subsequent to the date hereof whose election or nomination
for election by the Company’s shareholders, was approved in advance by a vote
of at least three-quarters of the Continuing Directors (other than a nomination
of an individual whose initial assumption of office is in connection with an
actual or threatened election contest relating to the election of the directors
of the Company, as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) shall be, for purposes of this Paragraph,
considered as though such person were a Continuing Director; or


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


(iv) Any other event that a majority of the Continuing
Directors, in their sole discretion, shall determine constitutes a Change of
Control.



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10. Termination of Employment.


Except as provided in Section 11, below, any option
issued hereunder may only be exercised during the period prior to the holder’s
termination of service with the Company or a subsidiary, except that (i) if such
termination follows a Change in Control, the holder may exercise any or all of
the holder’s unexercised unexpired options, but not after the term of the
option, provided such termination is within twelve (12) months of the date of
the Change in Control, and (ii) if the service of an optionee terminates with
the consent and approval of the holder’s employer, the Committee in its
absolute discretion may permit the optionee to exercise the option, to the
extent that the holder was entitled to exercise it at the date of such
termination of service, at any time within three (3) months after such
termination, but not after ten (10) years from the date of the granting thereof
(five (5) years in the case of an option granted to a 10% Owner). Options
granted under the Plan shall not be affected by any change of employment so
long as the holder continues to be an employee of the Company or a subsidiary.
The option agreements may contain such provisions as the Committee shall
approve with reference to the effect of approved leaves of absence. Nothing in
the Plan or in any option granted pursuant to the Plan shall confer on any
individual any right to continue in the employ of the Company or any subsidiary
or interfere in any way with the right of the Company or any subsidiary thereof
to terminate his or her employment at any time.


11. Death or Disability.


In the event of the death of an individual to whom an
option has been granted under the Plan, while he or she is employed by the
Company (or a subsidiary) or within three (3) months after termination of
service (or one (1) year in the case of the termination of service of an option
holder who is disabled as provided below) the option theretofore granted may be
exercised, to the extent exercisable at the date of death, by a legatee or
legatees under the option holder’s last will, or by personal representatives or
distributees, at any time within a period of one (1) year after death, but not
after ten (10) years from the date of granting thereof (five (5) years in the
case of an option granted to a 10% Owner), and only if and to the extent that
the option was exercisable at the date of death. If the holder of this option
terminates service on account of disability, the holder may exercise such
option to the extent the holder was entitled to exercise it at the date of such
termination at any time within one (1) year of the termination of employment
but not after ten (10) years from the date of the granting thereof (five (5)
years in the case of an option granted to a 10% or more owner of the Company).
For this purpose a person shall be deemed to be disabled if he or she is
permanently and totally disabled within the meaning of Section 422(c)(6) of the
Code, which, as of the date hereof, means that he or she is unable to engage in
any substantial gainful activity by reason of any medically determined physical
or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a period of not less than 12 months. A
person shall be considered disabled only if he or she furnishes such proof of
disability as the Committee may require.



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12. Non-Transferability of Options.


Each option granted under the Plan shall, by its
terms, be non-transferable otherwise than by will or the laws of descent and
distribution and an option may be exercised, during the lifetime of the holder
thereof, only by such holder.


13. Successive Option Grants.


Successive option grants may be made to any holder of
options under this Plan.


14. Investment Purpose.


Each option under the Plan shall be granted only on
the condition that all purchases of Common Stock thereunder shall be for
investment purposes, and not with a view to resale or distribution, except that
the Committee may make such provision with respect to options granted under
this Plan as it deems necessary or advisable for the release of such condition
upon the registration with the Securities and Exchange Commission of Common
Stock subject to the option, or upon the happening of any other contingency
warranting the release of such condition.


15. Adjustments Upon Changes in Capitalization or
Corporate Acquisitions.


Notwithstanding any other provisions of the Plan, the
option agreements may contain such provisions as the Committee shall determine
to be appropriate for the adjustment of the number and class of shares subject
to each outstanding option, the option prices amounts in the event of changes
in the outstanding Common Stock by reason of stock dividends,
recapitalizations, mergers, consolidations, spin-offs, split-offs, split-ups,
combinations or exchanges of shares and the like (other than the proposed
1-for-3.5 reverse stock split), and, in the event of any such change in the
outstanding Common Stock, the aggregate number and class of shares available under
the Plan and the maximum number of shares as to which options may be granted to
any individual shall be appropriately adjusted by the Committee, whose
determination shall be conclusive. In the event the Company or a subsidiary
enters into a transaction described in Section 424(a) of the Code with any
other corporation, the Committee may grant options to employees or former
employees of such corporation in substitution of options previously granted to
them upon such terms and conditions as shall be necessary to qualify such grant
as a substitution described in Section 424(a) of the Code.


16. Amendment and Termination.


The Board may at any time terminate the Plan, or make
such modifications of the Plan as it shall deem advisable; provided, however,
that the Board or Committee may not, without further approval by the holders of
Common Stock, make any modifications which, by applicable law, require such
approval. No termination or amendment of the Plan may, without the consent of
the optionee to whom any option shall theretofore have been granted, adversely
affect the rights of such optionee under such option. The 



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Committee may, but need not, amend option agreements
existing as of the effective date of the amendments to the Plan to incorporate
the provisions thereof.


17. Effectiveness of the Plan.


The Plan, as amended, shall become effective as of the
day it is adopted by the Board subject, however, to its further approval by the
stockholders of the Company within one (1) year from the date of adoption by
the Board. Options may be granted before such approval by stockholders but none
may be exercised before the approval, and if such approval is not given, such
grants shall be void.


18. Time of Granting of Options.


An option grant under the Plan shall be deemed to be
made on the date on which the Committee, by formal action of its members duly
recorded in the records thereof, makes an award of an option to an eligible
employee of the Company or one of its subsidiaries, provided that such option
is evidenced by a written option agreement duly executed on behalf of the
Company and on behalf of the optionee within a reasonable time after the date
of the Committee action.


19. Term of Plan.


This Plan shall terminate ten (10) years after the
date on which the amendments hereto are approved and adopted by the Board as
set forth under Paragraph 17 and no option shall be granted hereunder after the
expiration of such ten-year period. Options outstanding at the termination of
the Plan shall continue in full force and effect and shall not be affected
thereby.



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