EXHIBIT 10.11


TALX CORPORATION


2005 OMNIBUS INCENTIVE PLAN















TALX CORPORATION


2005 OMNIBUS INCENTIVE PLAN


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Purpose of the Plan

  	
   

  	
  3

  
	
  2.

  	
   

  	
  Definitions

  	
   

  	
   

  	
   

  	
  3

  
	
   

  	
   

  	
  A.

  	
   

  	
  “Act”

  	
   

  	
  3

  
	
   

  	
   

  	
  B.

  	
   

  	
  “Award”

  	
   

  	
  3

  
	
   

  	
   

  	
  C.

  	
   

  	
  “Award Agreement”

  	
   

  	
  3

  
	
   

  	
   

  	
  D.

  	
   

  	
  “Beneficiary”

  	
   

  	
  3

  
	
   

  	
   

  	
  E.

  	
   

  	
  “Board”

  	
   

  	
  3

  
	
   

  	
   

  	
  F.

  	
   

  	
  “Cash-Based Award”

  	
   

  	
  3

  
	
   

  	
   

  	
  G.

  	
   

  	
  “Cause”

  	
   

  	
  3

  
	
   

  	
   

  	
  H.

  	
   

  	
  “Change in Control”

  	
   

  	
  4

  
	
   

  	
   

  	
  I.

  	
   

  	
  “Code”

  	
   

  	
  4

  
	
   

  	
   

  	
  J.

  	
   

  	
  “Committee”

  	
   

  	
  4

  
	
   

  	
   

  	
  K.

  	
   

  	
  “Company”

  	
   

  	
  4

  
	
   

  	
   

  	
  L.

  	
   

  	
  “Disability”

  	
   

  	
  4

  
	
   

  	
   

  	
  M.

  	
   

  	
  “Employer”

  	
   

  	
  5

  
	
   

  	
   

  	
  N.

  	
   

  	
  “Fair Market Value”

  	
   

  	
  5

  
	
   

  	
   

  	
  O.

  	
   

  	
  “Incentive Stock Option”

  	
   

  	
  5

  
	
   

  	
   

  	
  P.

  	
   

  	
  “Non-qualified Stock Option”

  	
   

  	
  5

  
	
   

  	
   

  	
  Q.

  	
   

  	
  “Option”

  	
   

  	
  5

  
	
   

  	
   

  	
  R.

  	
   

  	
  “Other Stock-Based Award”

  	
   

  	
  5

  
	
   

  	
   

  	
  S.

  	
   

  	
  “Parent”

  	
   

  	
  5

  
	
   

  	
   

  	
  T.

  	
   

  	
  “Participant”

  	
   

  	
  5

  
	
   

  	
   

  	
  U.

  	
   

  	
  “Performance-Based Award”

  	
   

  	
  5

  
	
   

  	
   

  	
  V.

  	
   

  	
  “Plan”

  	
   

  	
  5

  
	
   

  	
   

  	
  W.

  	
   

  	
  “Restricted Stock”

  	
   

  	
  5

  
	
   

  	
   

  	
  X.

  	
   

  	
  “Stock”

  	
   

  	
  5

  
	
   

  	
   

  	
  Y.

  	
   

  	
  “Stock Appreciation Right”

  	
   

  	
  6

  
	
   

  	
   

  	
  Z.

  	
   

  	
  “Subsidiary”

  	
   

  	
  6

  
	
  3.

  	
   

  	
  Stock Subject to the Plan

  	
   

  	
  6

  
	
  4.

  	
   

  	
  Administration

  	
   

  	
   

  	
   

  	
  6

  
	
  5.

  	
   

  	
  Committee

  	
   

  	
   

  	
   

  	
  6

  
	
  6.

  	
   

  	
  Options

  	
   

  	
   

  	
   

  	
  7

  
	
   

  	
   

  	
  A.

  	
   

  	
  Type of Option

  	
   

  	
  7

  
	
   

  	
   

  	
  B.

  	
   

  	
  Option Prices

  	
   

  	
  7

  
	
   

  	
   

  	
  C.

  	
   

  	
  Vesting

  	
   

  	
  7

  
	
   

  	
   

  	
  D.

  	
   

  	
  Exercise — Elections and Restrictions

  	
   

  	
  7

  
	
   

  	
   

  	
  E.

  	
   

  	
  Option Terms

  	
   

  	
  8

  
	
   

  	
   

  	
  F.

  	
   

  	
  Successive Option Grants

  	
   

  	
  8

  
	
   

  	
   

  	
  G.

  	
   

  	
  Change in Control

  	
   

  	
  8

  
	
   

  	
   

  	
  H.

  	
   

  	
  Other Terms

  	
   

  	
  8

  



 



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  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  I.

  	
   

  	
  Additional Incentive Stock Option Requirements

  	
   

  	
  8

  
	
   

  	
   

  	
  J.

  	
   

  	
  Termination of Employment

  	
   

  	
  9

  
	
   

  	
   

  	
  K.

  	
   

  	
  Death or Disability

  	
   

  	
  9

  
	
   

  	
   

  	
  L.

  	
   

  	
  Deferral of Gain on a Non-qualified Stock Option

  	
   

  	
  9

  
	
   

  	
   

  	
  M.

  	
   

  	
  No Repricing of Options Without Shareholder Approval

  	
   

  	
  10

  
	
  7.

  	
   

  	
  Stock Appreciation Rights

  	
   

  	
  10

  
	
   

  	
   

  	
  A.

  	
   

  	
  Grant Terms

  	
   

  	
  10

  
	
   

  	
   

  	
  B.

  	
   

  	
  Exercise Terms

  	
   

  	
  10

  
	
   

  	
   

  	
  C.

  	
   

  	
  Limitations

  	
   

  	
  10

  
	
  8.

  	
   

  	
  Other Stock-Based Awards and Cash-Based Awards

  	
   

  	
  10

  
	
   

  	
   

  	
  A.

  	
   

  	
  Terms of Restricted Stock Award

  	
   

  	
  11

  
	
   

  	
   

  	
  B.

  	
   

  	
  Restricted Stock

  	
   

  	
  11

  
	
  9.

  	
   

  	
  Performance-Based Awards

  	
   

  	
  11

  
	
  10.

  	
   

  	
  Nontransferability of Awards

  	
   

  	
  12

  
	
  11.

  	
   

  	
  Withholding

  	
   

  	
  12

  
	
  12.

  	
   

  	
  Gross-Up for Excise Tax

  	
   

  	
  13

  
	
  13.

  	
   

  	
  Adjustments Upon Changes in Capitalization or
  Corporation Acquisitions

  	
   

  	
  13

  
	
  14.

  	
   

  	
  Beneficiaries/ Incapacity

  	
   

  	
  13

  
	
  15.

  	
   

  	
  Amendment and Termination

  	
   

  	
  14

  
	
  16.

  	
   

  	
  Effectiveness of the Plan

  	
   

  	
  14

  
	
  17.

  	
   

  	
  Time of Granting of an Award

  	
   

  	
  14

  
	
  18.

  	
   

  	
  Term of Plan

  	
   

  	
  14

  
	
  19.

  	
   

  	
  Severability

  	
   

  	
  14

  
	
  20

  	
   

  	
  Non-Waiver of Rights

  	
   

  	
  14

  
	
  21.

  	
   

  	
  Assignment

  	
   

  	
  14

  
	
  22.

  	
   

  	
  No Right To Continued Employment

  	
   

  	
  15

  
	
  23.

  	
   

  	
  Awards to Consultants or Advisors

  	
   

  	
  15

  
	
  24.

  	
   

  	
  Unfunded Plan

  	
   

  	
  15

  
	
  25.

  	
   

  	
  Choice of Law

  	
   

  	
  15

  



 



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TALX CORPORATION


2005 OMNIBUS INCENTIVE PLAN


1.  Purpose of the Plan.
The purpose of the Plan is to provide the Company with a means to assist in
recruiting, retaining and rewarding certain employees, directors and
consultants and to motivate such individuals to exert their best efforts on
behalf of the Employer by providing incentives through the granting of Awards.
By granting Awards to such individuals, the Company expects that the interests
of the recipients will be better aligned with those of the Employer.


2.  Definitions.
Unless the context clearly indicates otherwise, the following capitalized terms
shall have the meanings set forth below:


A. “Act” means the Securities Exchange Act of 1934, as amended, or
any successor thereto.


B. “Award” means any grant under the Plan of an Option, Stock
Appreciation Right, Cash-Based Award or Other Stock-Based Award.


C. “Award Agreement” means an agreement entered into between the
Employer and a Participant, or a certificate or other statement issued by the
Employer as determined by the Committee, as such agreement or certificate or
other statement may be amended from time to time, setting forth the terms and
provisions applicable to Awards granted under the Plan.


D. “Beneficiary” means any person or other entity, which has been
designated by a Participant in his or her most recent written beneficiary
designation filed with the Committee to receive the compensation specified
under the Plan to the extent permitted. If there is no beneficiary, then the
term means the Participant’s legal spouse or if there is no spouse, then the
Participant’s surviving children, or if none, then any person or other entity
entitled by will or the laws of descent and distribution to receive such
compensation.


E. “Board” means the Board of Directors of the Company or any duly
appointed Committee thereof.


F. “Cash-Based Award” means an Award described in Section 8
as a Cash-Based Award.


G. “Cause” means the occurrence of one of the following events:


(1) Participant commits a material breach of Participant’s terms
of employment or service which has not been cured within 10 days of
written notice from the Company that such material breach has occurred;


(2) Participant 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 the Company;


(3) Participant willfully violates Participant’s terms of
employment or service, including, without limitation, willfully or continuously
refusing to perform the duties reasonably assigned to Participant by the
Company which are consistent with the provisions of Participant’s terms of
employment or service;



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(4) Participant willfully engages in conduct that damages the
Company’s business or reputation or materially injures the Company; or


(5) Participant regularly fails to perform his or her assigned
duties and responsibilities on a timely basis and/or regularly fails to perform
his or her assigned duties and responsibilities at a level of competence the
Company has the right to expect of an individual in the position held by the
Participant.


H. “Change in Control” means (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 Act (excluding, for this purpose, the
Company or its subsidiaries or any employee benefit plan (or related trust) of
the Company or its subsidiaries), of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the 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 the date hereof,
constitute the Board (the “Incumbent Board”) 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 a majority of the directors then comprising the Incumbent Board excluding
members of its Incumbent Board who are no longer serving as directors, (other than
an individual 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 Act, or an individual approved by the Incumbent Board a
result of an agreement intended to avoid or settle an actual or threatened
contest), shall be, for purposes of this section, considered as though such
person were a member of the Incumbent Board; or (iii) consummation of a
reorganization, merger or consolidation, in each case following such
reorganization, merger or consolidation: (a) persons who were the
shareholders of the Company immediately prior to such reorganization, merger or
consolidation immediately thereafter own more than 50% of the combined voting
power entitled to vote generally in the election of directors of the
reorganized, merged or consolidated corporation’s then-outstanding voting
securities, and (b) a majority of members of the board or other governing
body of such reorganized, merged or consolidated corporation were members of
the Incumbent Board at the time of the execution of the initial agreement or
the approval of the transaction by the Board; (iv) approval by
shareholders of a liquidation or dissolution of the Company (and the Company
shall commence such liquidation or dissolution), or consummation of the sale of
all or substantially all of the assets of the Company (in one transaction or a
series of transactions); or (v) any other event that a majority of the
members of the Incumbent Board, in their sole discretion, shall determine
constitutes a Change in Control.


I. “Code” means the Internal Revenue Code of 1986, as amended, or
any successor thereto.


J. “Committee” means the committee described in Section 5.


K. “Company” means TALX Corporation, a Missouri corporation.


L. “Disability” means a mental or physical illness that entitles
the Participant to receive benefits under the long-term disability plan of the
Company, or if there is no such plan or the Participant is not covered by such
a plan or the Participant is not an employee of the Company, a mental or
physical illness that renders a Participant totally and permanently incapable
of performing the Participant’s duties for the Company. Notwithstanding the
foregoing, a Disability



 4
 








shall
not qualify under this Plan if it is the result of (i) a willfully
self-inflicted injury or willfully self-induced sickness; or (ii) an
injury or disease contracted, suffered, or incurred while participating in a
criminal offense. The determination of a Disability for purposes of this Plan
shall be made by the Committee and shall not be construed to be an admission or
disability for any other purpose.


M. “Employer”
means the Company and any other entity directly or indirectly controlling,
controlled by, or under common control with, the Company or any other entity
designated by the Board in which the Company has an interest.


N. “Fair
Market Value” means the last price of such Stock as reported on such date on
the Composite Tape of the principal national securities exchange or, if
applicable, the Nasdaq National Market on which such Stock is listed or
admitted to trading, or, if such Stock is not listed or admitted on any
national securities exchange or the Nasdaq National Market, the last price on
such date as quoted on the National Association of Securities Dealers Automated
Quotation System (or such market in which such prices are regularly quoted) (“Nasdaq”),
or if no sale of such shares shall have been reported on the Composite Tape of
any national securities exchange or the Nasdaq National Market or quoted on the
Nasdaq on such date, then the immediately preceding date on which sales of such
shares have been so reported or quoted shall be used.


O. “Incentive
Stock Option” means a stock option which is an incentive stock option within
the meaning of Code Section 422.


P. “Non-qualified
Stock Option” means a stock option which is not an Incentive Stock Option.


Q. “Option”
means both an Incentive Stock Option and a Non-qualified Stock Option.


R. “Other
Stock-Based Award” means an Award granted pursuant to Section 8 and
described as an Other Stock-Based Award.


S. “Parent”
means any corporation or other legal entity (other than the Company) in an
unbroken chain of corporations or other legal entities ending with the Company
if, at the time of the granting of the Option, each of the corporation or other
legal entity other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations or other legal entity in such chain, or such other meaning as may
be hereafter ascribed to it in Code Section 424.


T. “Participant”
means an employee, director or consultant of the Company who is selected by the
Committee to receive an Award.


U. “Performance-Based
Award” means an Award issued pursuant to the terms of Section 9.


V. “Plan”
means the TALX Corporation 2005 Omnibus Incentive Plan.


W. “Restricted
Stock” means Stock which is granted pursuant to the terms specified in
Section 8.


X. “Stock”
means the common stock of the Company.



 5
 








Y. “Stock
Appreciation Right” means a stock appreciation right described in
Section 7.


Z. “Subsidiary”
means any corporation or other legal entity (other than the Company) in an
unbroken chain of corporations or other legal entities beginning with the
Company if, at the time of granting an Award, each of the corporations or other
legal entities other than the last corporation or other legal entity in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock or other equity in one of the other corporations
or other legal entities in such chain, or such other meaning as may be
hereafter ascribed to it in Code Section 424.


3.  Stock Subject to the Plan.
Three million (3,000,000) shares of Stock have been allocated to the Plan and
will be reserved to satisfy Awards under the Plan. The maximum number of shares
of Stock subject to Awards which may be granted during a calendar year to a
Participant shall be one-hundred thousand (100,000). The Company may, in its
discretion, use shares held in the treasury or shares acquired on the public
market in lieu of authorized but unissued shares. If any Award shall expire or
terminate for any reason, the shares subject to the Award shall again be
available for the purposes of the Plan. No fractional shares of Stock may be
issued under the Plan; fractional shares of Stock will be rounded down to the
nearest whole share of Stock.


4.  Administration.
The Plan shall be administered by the Committee, or in its absence, the Board
of Directors. 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, Awards shall be granted and the number
of shares, if applicable, to be subject to each Award. In making such
determinations, the Committee may take into account the nature of services
rendered by the respective individuals, their present and potential
contributions to the Employer’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 discretionary
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 Award Agreements (which need not be identical) and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee may delegate to an appropriate officer of the Company authority to
perform any of its tasks under the Plan, including without limitation the
authority to grant Awards. The Committee’s determinations on the matters referred
to in this Section 4 shall be conclusive.


5.  Committee. The
Committee shall be comprised of directors on the compensation committee of the
Board of Directors of the Company (“Board of Directors”) or, with respect to
awards to directors of the Company, shall be comprised of the Board of
Directors or one of its committees, and shall, to the extent required by law,
be constituted to comply with Rule 16b-3 under the Act, or any successor
to such Rule.


The Committee shall be appointed by the 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 Board
shall select one of the Committee 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 present at any meeting at which there is a
quorum. Any decision or determination reduced to writing and signed by all 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. The Committee



 6
 








may,
to the extent permitted by law, delegate its responsibilities and authority
hereunder to an officer of the Company.


6.  Options. The
Committee, in its discretion, may grant Options which are Incentive Stock
Options or Non-qualified Stock Options, as evidenced by the Award Agreement,
and shall be subject to the foregoing and the following terms and conditions
and to such other terms and conditions, not inconsistent therewith, as the
Committee shall determine:


A.  Type of Option.
Incentive Stock Options may be granted to any individual classified by the
Committee as an employee of the Company, a Parent or a Subsidiary. A
Non-qualified Stock Option may be granted to any individual selected by the
Committee. To the extent that any Option is not designated as an Incentive
Stock Option or even if so designated does not qualify as an Incentive Stock
Option, it shall constitute a Non-qualified Stock Option.


B.  Option Prices.
The purchase price of the Stock under each 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; provided that, in the case of a Participant who owns
more than 10% of the total combined voting power of all classes of stock of the
Company, a Parent or a Subsidiary, the purchase price of the Stock under each
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Stock on the date such Option is granted. The purchase price of the Stock
under each Non-qualified Stock Option shall be determined from time to time by
the Committee, which need not be uniform for all Participants, but in no event
shall be less than the Fair Market Value at the time of the granting of the
Option.


C.  Vesting. Options
shall be exercisable at the rate established by the Committee in the Award
Agreement. In addition, the Committee may at any time accelerate the
exercisability of all or part of any Option. Except as provided in
Sections 6.J. and 6.K. hereof, no option may be exercised at any time
unless 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 shareholder
with respect to the share subject to option until such shares shall be issued
to such holder upon the exercise of the option.


D.  Exercise — Elections
and Restrictions. The purchase price for an Option is to be paid in
full upon the exercise of the Option, either (i) in cash, (ii) in the
discretion of the Committee, by the tender to the Company (either actual or by
attestation) of shares of Stock already owned by the Participant for a period
of at least six months as of the date of tender and registered in his or her
name, having a Fair Market Value equal to the cash exercise price of the Option
being exercised, (iii) in the discretion of the Committee, by the delivery
of cash by a broker-dealer as a “cashless” exercise, provided such method of
payment may not be used by a director or executive officer of the Company to
the extent it would violate the Sarbanes-Oxley Act of 2002 or (iv) in the
discretion of the Committee, by any combination of the payment methods
specified in clauses (i), (ii) and (iii) hereof; provided that,
no shares of Stock may be tendered in exercise of an Incentive Stock Option if
such shares were acquired by the Participant through the exercise of an
Incentive Stock Option unless (a) such shares have been held by the
Participant for at least one year and (b) at least two years have elapsed
since such prior Incentive Stock Option was granted. The Committee may provide
in an Award Agreement that payment in full of the option price need not accompany
the written notice of exercise provided that the notice of exercise directs
that the certificate or certificates for the shares of Stock for which the
Option is exercised be delivered to a licensed broker acceptable to the Company
as the agent for the individual exercising the Option and, at the time such
certificate or certificates are delivered, the broker tenders to the Company
cash (or cash equivalents acceptable to the Company) equal to the option price
for the



 7
 








shares
of Stock purchased pursuant to the exercise of the Option plus the amount (if
any) of any withholding obligations on the part of the Company. The proceeds of
sale of Stock subject to the Option are to be added to the general funds of the
Company or to the shares of the Stock held in its Treasury, and used for its
corporate purposes as the Board shall determine.


E.  Option Terms.
The term of each Option shall not be more than ten (10) years from the date of
granting thereof or such shorter period as is prescribed in the Award Agreement;
provided that, in the case of a Participant who owns more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Company, a Parent or a Subsidiary, the term of any Incentive Stock Option shall
not be more than five (5) years from the date of granting thereof or such
shorter period as prescribed in the Award Agreement. Within such limit, Options
will be exercisable at such time or times, and subject to such terms,
restrictions and conditions, as the Committee shall, in each instance, approve,
which need not be uniform for all Participants. To the extent Options are
subject to restrictions, Options shall vest in whole shares only, and the
holder of an Option shall not be deemed vested in any fractional share
regardless of anything to the contrary in any Award Agreement. The holder of an
Option shall have none of the rights of a shareholder with respect to the
shares subject to Option until such shares shall be issued to him or her upon
the exercise of his or her Option. Upon exercise of an Option, the Committee
shall withhold a sufficient number of shares to satisfy the Company’s minimum
required statutory withholding obligations for any taxes incurred as a result
of such exercise (based on the minimum statutory withholding rates for federal,
state and local tax purposes, including payroll taxes); provided that, in lieu
of all or part of such withholding, the Participant may pay an equivalent
amount of cash to the Company.


F.  Successive Option Grants.
As determined by the Committee, successive option grants may be made to any
Participant under the Plan.


G.  Change in Control.
Except as otherwise provided in a Participant’s Award Agreement, and subject to
Section 13, in the event of a Change in Control, a Participant granted an
Option hereunder will be entitled to purchase, at any time thereafter and
during the term thereof (subject, however, to the provisions on termination of
employment described in this subsection), the entire number of shares to which
the Option relates. If the holder of an Option terminates employment following
a Change in Control, the holder of the Option may exercise any or all of the
holder’s unexercised unexpired portion of any Option, at any time within three
(3) months or, with respect to a Non-qualified Stock Option, such longer period
as approved by the Committee after such termination, but not beyond the term of
the Option, provided such termination is within twelve months after the date of
the Change in Control. The Committee may provide such other terms as it
determines in its sole discretion in an Award Agreement with respect to a
Change in Control.


H.  Other Terms. The
Committee may provide that the right to exercise an Option will be restricted
as to time of exercise and subject to such other terms and conditions as the
Committee determines in its discretion.


I.  Additional Incentive Stock
Option Requirements.


(1)  Grant Limits.
The maximum aggregate Fair Market Value (determined at the time an Option is
granted) of the Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year (under
all plans of the Company, a Parent and a Subsidiary) shall not exceed $100,000.
To the extent that any Option is



 8
 








not
designated as an Incentive Stock Option or even if so designated does not
qualify as an Incentive Stock Option, it shall constitute a Non-qualified Stock
Option.


(2)  Notice of Disposal.
A Participant who disposes of Stock acquired upon the exercise of an Incentive
Stock Option either (i) within two years after the date of grant of such
Incentive Stock Option or (ii) within one year after the transfer of such
shares to the Participant, shall notify the Company of such disposition and of
the amount realized upon such disposition.


J.  Termination of Employment.
Except to the extent provided hereunder with respect to the death or Disability
of a Participant or a Change in Control, a Participant granted an Option
hereunder must exercise the Option prior to his or her termination of employment,
except that if the employment of a Participant terminates with the consent and
approval of his or her Employer, the Committee may, in its absolute discretion,
permit the Participant to exercise his or her Option, to the extent that he or
she was entitled to exercise it at the date of such termination of employment,
at any time within three (3) months or, with respect to a Non-qualified
Stock Option, such longer period as approved by the Committee after such
termination, but not beyond the term of the Option. Notwithstanding the
preceding, the Committee may, in a Participant’s Award Agreement, afford a
Participant who terminates employment other than for Cause, the right to
exercise his or her Option, to the extent that he or she was entitled to exercise
it at such date of termination of employment, at any time within three
(3) months or, with respect to a Non-qualified Stock Option, such longer
period as approved by the Committee after such termination, but not after ten
(10) years (or five (5) years, if applicable) from the date of
granting thereof.


K.  Death or Disability.
Except as may otherwise be provided by the Committee in any Award Agreement,
this paragraph shall apply in the case of death or Disability of a Participant
granted an Option hereunder. Unless otherwise specifically provided in an Award
Agreement or determined by the Committee, any unexpired and unexercised
Options, other than Incentive Stock Options, held by a Participant who incurs a
termination of employment due to death shall thereafter be fully exercisable
for a period of one (1) year immediately following the date of such death
or until the expiration of the term of the Option, whichever period is shorter.
Unless otherwise specifically provided in an Award Agreement or determined by
the Committee, any unexpired or unexercised Incentive Stock Options held by a
Participant who incurs a termination of employment due to death shall be fully
exercisable for a period of ninety consecutive days immediately following such
death or until the expiration of the term of the Option, whichever is shorter.
Unless otherwise specifically provided in an Award Agreement or determined by
the Committee, any unexpired and unexercised Option held by a Participant who
incurs a termination of employment due to Disability shall thereafter be fully
exercisable by the Participant for a period of one (1) year immediately
following the date of such termination of employment or until the expiration of
the term of the Option, whichever period is shorter, and the Participant’s
death at any time following such termination of employment due to Disability
shall not affect the foregoing. For this purpose, a person will 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 and furnishes such proof of Disability as
the Committee may require in its discretion. The Committee may, in any Award
Agreement, provide additional provisions for the exercise of an Option after
the death or Disability of a Participant.


L.  Deferral of Gain on a
Non-qualified Stock Option. In accordance with the terms of the
applicable non-qualified deferred compensation plan, if any, in which a
Participant is eligible to participate, a Participant may elect to defer any
gain realized upon the exercise of a Non-qualified Stock Option. The election
to defer the gain must be made in accordance with the applicable non-qualified
deferred compensation plan.



 9
 








M.  No Repricing of Options
Without Shareholder Approval. Options, once issued, may not be
repriced, either directly (lowering the exercise price of a stock option) or
individually (canceling an outstanding stock option and granting a replacement
stock option with a lower exercise price), without first obtaining the approval
of the shareholders of the Company.


7.  Stock Appreciation Rights.


A.  Grant Terms. The
Committee may grant a Stock Appreciation Right independent of an Option or in
connection with an Option or a portion thereof. A Stock Appreciation Right
granted in connection with an Option or a portion thereof shall cover the same
shares of Stock covered by the Option, or a lesser number as the Committee may
determine. A Stock Appreciation Right shall be subject to the same terms and
conditions as an Option, and any additional limitations, terms or conditions
set forth in this Section 7 or the Award Agreement.


B.  Exercise Terms.
The exercise price per share of Stock of a Stock Appreciation Right shall be an
amount determined by the Committee, but in no event shall such exercise price
be less than the Fair Market Value on the date of grant. A Stock Appreciation
Right granted independent of an Option shall entitle the Participant upon
exercise to a payment from the Company in an amount equal to the excess of the
Fair Market Value on the exercise date of a share of Stock over the exercise
price per share, times the number of Stock Appreciation Rights exercised. A
Stock Appreciation Right granted in connection with an Option shall entitle the
Participant to surrender an unexercised Option (or portion thereof) and to
receive in exchange an amount equal to the excess of the Fair Market Value on
the exercise date of a share of Stock over the exercise price per share for the
Option, times the number of shares covered by the Option (or portion thereof)
which is surrendered. Payment shall be made in Stock. Fractional shares of
Stock shall be rounded up or down to the nearest whole share upon the exercise
of a Stock Appreciation Right.


C.  Limitations. The
Committee may impose such conditions upon the exercisability or transferability
of Stock Appreciation Rights as it determines in its sole discretion. To the
extent Stock Appreciation Rights are subject to restrictions, Stock
Appreciation Rights shall vest in whole shares only, and the holder of a Stock
Appreciation Right shall not be deemed vested in any fractional share
regardless of anything to the contrary in any Award Agreement.


8.  Other Stock-Based Awards
and Cash-Based Awards. The Committee may, in its sole discretion,
grant Awards of Stock, Restricted Stock, performance units and other Awards
that are valued in whole or in part by reference to the Fair Market Value of
Stock. These Awards shall collectively be referred to herein as Other
Stock-Based Awards. The Committee may also, in its sole discretion, grant
Cash-Based Awards, which shall have a value as may be determined by the
Committee. Other Stock-Based Awards shall be in such form, and dependent on
such conditions, as the Committee shall determine, including, but not limited
to, the right to receive one or more shares of Stock (or the cash-equivalent
thereof) upon the completion of a specified period of service, the occurrence
of an event or the attainment of performance objectives. To the extent required
to avoid the acceleration of taxes or increased taxes or penalties under
Section 409A of the Code and the regulations and other guidance issued
thereunder, the exercise price per share of Stock of an Other Stock-Based Award
shall be an amount determined by the Committee, but in no event shall such
exercise price be less than the Fair Market Value on the date of grant. Other
Stock-Based Awards and Cash-Based Awards may be granted with or in addition to
other Awards. Subject to the other terms of the Plan, Other Stock-Based Awards
and Cash-Based Awards may be granted to such Participants in such amounts and
upon such terms, and at any time and from time to time, as shall be determined
by the Committee and set forth in an Award Agreement. To the extent Other
Stock-Based Awards are subject to restrictions, Other 



 10
 








Stock-Based
Awards shall vest in whole shares only, and the holder of an Other Stock-Based
Award shall not be deemed vested in any fractional share regardless of anything
to the contrary in any Award Agreement.


Without limiting the foregoing, Cash-Based Awards may include incentive
bonuses and long-term incentive awards based on a percentage of a Participant’s
base salary and the accomplishment of specific financial objectives and
departmental performance goals. Any such percentage of base salary may vary
between Participants, in the Committee’s sole discretion. An Award Agreement
issued in connection with a Cash-Based Award that is an incentive bonus may
specify certain measures, including how quota, commissions and bonuses are earned,
and may have an earnings per share goal and departmental performance goal
component, as applicable. The Award Agreement shall set forth such other terms
and criteria as the Committee determines in its sole discretion.


A.  Terms of Restricted Stock
Award. The Committee, in its discretion, may grant shares of
Restricted Stock; provided however, that the shares thereby awarded shall be
nontransferable by the Participant during the period described in the Award
Agreement and shall be subject to the risk of forfeiture described in the Award
Agreement. The Committee may require the payment and/or reimbursement upon
forfeiture of consideration to the extent required by law or otherwise deemed
advisable by the Committee in its discretion. Prior to the time shares become
transferable, the shares of Restricted Stock shall bear a legend indicating
their nontransferability, and, unless otherwise provided in the Award
Agreement, if the Participant terminates employment, if applicable, with the
Company prior to the time a restriction lapses, and/or if the performance
criteria specified in the Award Agreement are not achieved, the Participant
shall forfeit any shares of Restricted Stock which are still subject to the
restrictions at the time of termination of such employment, or expiration of
the performance period. Restricted Stock awards will be subject to graded
vesting with a minimum vesting period of three years, unless otherwise
determined by the Committee. Notwithstanding the foregoing, in the event of a
Change of Control, all previously granted shares of Restricted Stock not yet
free of the restrictions of this Section 8 shall become immediately free
of such restrictions. In the event of the death or Disability of the
Participant, unless otherwise provided in the Award Agreement, all previously
granted shares of Restricted Stock not yet free of the restrictions described
above shall become immediately free of such restrictions.


B.  Restricted Stock.
Restricted Stock may be granted in the form of shares registered in the name of
the Participant but held by the Company until the restrictions on the
Restricted Stock Award lapse, subject to forfeiture, as provided in the
applicable Award Agreement. The Committee, in the applicable Award Agreement,
may, in its sole discretion, award all or any rights of a shareholder with
respect to the shares of Restricted Stock during the period that they remain
subject to restrictions, including without limitation, the right to vote the
shares and receive dividends.


9.  Performance-Based Awards.
The Committee may, in its sole and absolute discretion, determine that certain
Other Stock-Based Awards and/or Cash-Based Awards should be subject to such
requirements so that they are deductible by the Employer under Code
Section 162(m). If the Committee so determines, such Awards shall be
considered Performance-Based Awards subject to the terms of this
Section 9, as provided in the Award Agreement. A Performance-Based Award
shall be granted by the Committee in a manner to satisfy the requirements of
Code Section 162(m) and the regulations thereunder. The performance
measures to be used for purposes of a Performance-Based Award shall be chosen
by the Committee, in its sole and absolute discretion, from among the
following: earnings per share of Stock; book value per share of Stock; net
income (before or after taxes); operating income; return on invested capital,
assets



 11
 








or
equity; cash flow return on investments which equals net cash flows divided by
owners’ equity; earnings before interest or taxes; earnings before interest,
taxes, depreciation and amortization; gross revenues or revenue growth; market
share; expense management; improvements in capital structure; profit margins;
Stock price; total shareholder return; free cash flow; or working capital.
Performance objectives need not be the same with respect to all
Performance-Based Awards granted under the Plan. The performance measures may
relate to the Company, a Parent, a Subsidiary, an Employer or one or more units
of such an entity. Each of the performance criteria is to be specifically
defined in advance by the Committee and may include or exclude specified items
of an unusual or non-recurring nature. No Performance-Based Award shall be paid
if the applicable performance objective(s) are not achieved or if the Plan is
not approved by the shareholders of the Company. Notwithstanding anything in
the Plan to the contrary, in no event shall the total amount of a
Performance-Based Award paid to any Participant in any fiscal year of the
Company exceed two million dollars.


The Committee shall determine whether, with respect to a performance
period, the applicable performance goals have been met with respect to an Award
and, if they have, to so certify in writing and ascertain the amount of the
applicable Performance-Based Award. The Committee shall have the discretion to
adjust Performance-Based Awards downward. Unless the shareholders of the
Company shall have first approved thereof, no amendment of the Plan shall be
effective which would increase the maximum amount which can be paid under a
Performance-Based Award, which would change the specified performance
objectives for payment of Performance-Based Awards, or which would modify the
requirements as to eligibility for participation in Performance-Based Awards
under the Plan.


10.  Nontransferability of
Awards. An Award granted under the Plan and all rights thereunder
shall, by its terms, be non-transferable, nonassignable and not subject to
encumbrance in any manner other than by will or the laws of descent and
distribution, and an Award may be exercised, if applicable, during the lifetime
of the Participant thereof, only by the Participant or his or her guardian or
legal representative. In such appropriate circumstances as determined by the
Committee, the Committee may provide for limited transferability of awards
provided such transferability is expressly set forth in an Award Agreement. In
no event, however, may the Committee provide in an Award Agreement that an
Incentive Stock Option is transferable except as permitted by law. Any
attempted assignment, transfer, mortgage, pledge or encumbrance except as
herein authorized, shall be void and of no effect.


11.  Withholding. No
later than the date as of which an amount first becomes includible in the gross
income of the Participant for federal tax purposes with respect to any Award,
the Participant shall pay to the Company (or other entity identified by the
Committee), or make arrangements satisfactory to the Company or other entity
identified by the Committee regarding the payment of, any federal, state, or
local taxes of any kind (including employment taxes) required by law to be
withheld with respect to such income. Unless otherwise determined by the
Committee, withholding obligations may be settled with Stock, including shares
of Stock that are part of the Award that give rise to the withholding
requirement. The obligations of the Company under the Plan shall be conditional
on such payment or arrangements, and the Company shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment otherwise due
to the Participant. Subject to approval by the Committee, a Participant may
elect to have such tax withholding obligation satisfied, in whole or in part,
by (i) authorizing the Company to withhold from shares of Stock to be
issued pursuant to any Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the
required statutory minimum (but no more than such required minimum) with
respect to the Company’s withholding obligation, or (ii) transferring to
the Company shares of Stock owned by the Participant with an aggregate Fair
Market Value (as of the date the withholding is effected) that



 12
 








would
satisfy the required statutory minimum (but no more than such required minimum)
with respect to the Company’s withholding obligation.


12.  Gross-Up for Excise Tax.
If all or any portion of the payments and benefits (including any acceleration
of vesting) provided under this Plan, either alone or together with other
payments and benefits which a Participant receives or is then entitled to
receive from the Company or an affiliate of the Company, would constitute a “parachute
payment” within the meaning of Section 280G of the Code, the Company shall
not, unless otherwise provided in the Award Agreement or otherwise approved by
the Committee, provide a tax “gross-up” payment.


13.  Adjustments Upon Changes
in Capitalization or Corporation Acquisitions. Notwithstanding any
other provisions of the Plan, unless otherwise provided in the Award Agreement,
the number and class of shares subject to each outstanding Award and the
exercise prices, if applicable, shall be adjusted, to the same pro rata number
of shares and price as in the original Award Agreement, in the event of changes
in the outstanding Stock by reason of stock dividends, stock splits, reverse
stock splits, recapitalization, mergers, consolidations, statutory share
exchange, sale of all or substantially all assets, split-ups, combinations or
exchanges of shares and the like, and, in the event of any such change in the
outstanding Stock, the aggregate number and class of shares available under the
Plan and the maximum number of shares as to which Awards may be granted to an individual
shall be appropriately adjusted by the Committee, whose determination shall be
conclusive. In the event the Company, a Parent or a Subsidiary enters into a
transaction described in Section 424(a) of the Code with any other
corporation, the Committee shall, unless otherwise provided in the Award
Agreement, 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.


In the event of a Change in Control, notwithstanding any other
provisions of the Plan or an Award Agreement to the contrary, the Committee
may, in its sole discretion, provide for:


(1) Accelerated vesting of any outstanding Awards that are
otherwise unexercisable or unvested as of a date selected by the Committee;


(2) Termination of an Award upon the consummation of the Change in
Control in exchange for the payment of a cash amount determined at the
discretion of the Committee but intended to provide the Participant with the
difference between the Stock subject to the vested portion of the Award and the
exercise price, provided, however, that in the event the payment would be
subject to Section 409A of the Code, the Committee may, in its discretion,
specify in the Award Agreement that the definition of change in control as set
forth in such Code Section 409A and the guidance issued with respect
thereto, shall control rather than the definition set forth in
Section 2.H. of the Plan; and/or


(3) Issuance of substitute Awards to substantially preserve the
terms of any Awards previously granted under the Plan.


14.  Beneficiaries/ Incapacity.
Each Participant may designate a Beneficiary to exercise any Option or Stock
Appreciation Right or receive any Award held by the Participant at the time of
the Participant’s death or to be assigned any other Award outstanding at the
time of the Participant’s death. Except in the case of the holder’s incapacity,
only the holder may exercise an Option or Stock Appreciation Right. In the
event of the holder’s incapacity, the holder’s legal representative or such
other person determined by the Committee to be acting on behalf of the holder,
may exercise an Option or Stock Appreciation Right.



 13
 








15.  Amendment and Termination.
The Board may at any time terminate the Plan, or make such amendments or
modifications to the Plan as it shall deem advisable; provided, however, that
the Board may not, without further approval by the holders of Stock, increase
the maximum number of shares as to which Awards may be granted under the Plan
(except under the anti-dilution provisions of Section 13), change the
class of employees to whom Incentive Stock Options may be granted, withdraw the
authority to administer the Plan from a committee whose members satisfy the
requirements of Section 5, increase the maximum amount which can be paid
under a Performance-Based Award, change the specified performance objectives
for payment of Performance-Based Awards, modify the requirements as to
eligibility for participation in Performance-Based Awards under the Plan, or
make any other amendments or modifications which require shareholder approval
under applicable law. No termination or amendment of the Plan may, without the
consent of the Participant to whom any Award shall theretofore have been
granted, have a material adverse effect on the rights of such Participant under
such Award.


16.  Effectiveness of the Plan.
The Plan shall become effective May 10, 2005 upon adoption by the Board
subject, however, to its further approval by the shareholders of the Company
given within twelve (12) months of the date the Plan is adopted by the
Board at a regular meeting of the shareholders or at a special meeting duly
called and held for such purpose. Grants of Awards may be made prior to such
shareholder approval but all Award grants made prior to shareholder approval
shall be subject to the obtaining of such approval and if such approval is not
obtained, such Awards shall not be effective for any purpose.


17.  Time of Granting of an
Award. An Award 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 to a Participant (but in no event prior
to the adoption of the Plan by the Board); provided that, such Award is
evidenced by a written Award Agreement duly executed on behalf of the Company
and on behalf of the Participant, if applicable, within a reasonable time after
the date of the Committee action. If an Award is granted to a person who is
about to become an employee of the Company, then the Award shall not be
effective until the person becomes an employee and any other specified
contingencies are satisfied.


18.  Term of Plan.
This Plan shall terminate ten (10) years after the date on which it is
approved and adopted by the Board and no Award shall be granted hereunder after
the expiration of such ten-year period. Awards outstanding at the termination
of the Plan shall continue in accordance with their terms and shall not be
affected by such termination.


19.  Severability.
Any word, phrase, clause, sentence or other provision herein which violates or
is prohibited by any applicable law, court decree or public policy shall be
modified as necessary to avoid the violation or prohibition and so as to make
this Plan and any Award Agreement enforceable as fully as possible under
applicable law, and if such cannot be so modified, the same shall be
ineffective to the extent of such violation or prohibition without invalidating
or affecting the remaining provisions herein.


20.  Non-Waiver of Rights.
The Company’s failure to enforce at any time any of the provisions of this Plan
or any Award Agreement or to require at any time performance by the Participant
of any of the provisions hereof shall in no way be construed to be a waiver of
such provisions or to affect either the validity of this Plan, any Award
Agreement, or any part hereof, or the right of the Company thereafter to
enforce each and every provision in accordance with the terms of this Plan and
any Award Agreement.


21.  Assignment. Any
Award Agreement shall be freely assignable by the Company and shall inure to
the benefit of, and be binding upon, the Company, its successors and assigns
and/or any other entity which shall succeed to the business presently being
conducted by the Company.



 14
 








22.  No Right To Continued
Employment. Nothing in the Plan or in any Award granted pursuant to
the Plan shall be considered or construed as creating a contract of employment
for any specified period of time or shall confer on any individual any right to
continue in the employ of the Employer or interfere in any way with the right
of the Employer to terminate his or her employment at any time.


23.  Awards to Consultants or
Advisors. Unless otherwise provided in the applicable Award
Agreement, the provisions of this Plan shall apply with equal force to Awards
granted to Participants who are consultants and advisors or directors of the Company
or any of its Subsidiaries or Parent, provided, that references to “employment”
and the termination thereof (similar concepts or terms) shall be interpreted as
“service” and the termination thereof (similar concepts or terms) as determined
in the Committee’s discretion.


24.  Unfunded Plan.
This Plan shall be unfunded and the Company shall not be required to segregate
any assets that may at any time be represented by Awards under this Plan.
Neither the Company, its Parent or Subsidiaries, the Committee, nor the Board
shall be deemed to be a trustee of any amounts to be paid under this Plan nor
shall anything contained in this Plan or any action taken pursuant to its
provisions create or be construed to create a fiduciary relationship between
the Company and/or its Parent or Subsidiaries, and a Participant or successor.
To the extent any person acquires a right to receive an Award under this Plan,
such right shall be no greater than the right of an unsecured creditor of the
Company.


25.  Choice of Law.
The Plan shall be governed by and construed in accordance with the laws of the
State of Missouri without regard to conflicts of law.


* * *


The foregoing Plan was approved and adopted by the Board on
May 10, 2005.


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
  TALX CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: /s/ William
  W. Canfield

  



 



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