EXHIBIT 10.8


TALX CORPORATION


RESTRICTED
STOCK AGREEMENT (EMPLOYEE)


THIS
AGREEMENT, made as of the            day
of          ,          by
and between TALX Corporation, a Missouri corporation (hereinafter called the “Company”),
and               (hereinafter
called the “Employee”);


WITNESSETH
THAT:


WHEREAS,
the Board of Directors of the Company (“Board of Directors”) desires to benefit
the Company by increasing motivation on the part of the Employee, who is
materially important to the Company, by creating an incentive to remain as an
employee of the Company and to work to the very best of the Employee’s
abilities; and


WHEREAS,
to further this purpose, the Company desires to make a restricted stock award
to the Employee for            
(            )
shares under the terms of the TALX Corporation 2005 Omnibus Incentive Plan (“Plan”):


NOW,
THEREFORE, in consideration of the premises, and of the mutual agreements
hereinafter set forth, it is covenanted and agreed as follows:


1. Terms
of Award. Pursuant to action of the Committee, which action was taken on          ,
2005 (“Date of Award”), the Company awards to the Employee (           )
shares of the common stock of the Company (“Common Stock”); provided, however,
that the shares hereby awarded are nontransferable by the Employee during the
period described below and are subject to the risk of forfeiture described
below. Prior to the time shares become transferable, the shares of Restricted
Stock shall bear a legend indicating their nontransferability, and, if the
Employee terminates employment with the Company prior to the time a restriction
lapses, the Employee shall forfeit any shares of Restricted Stock which are
still subject to the restrictions at the time of termination of such service.


On the
date ending one (1) year after the Date of Award, one-fifth of the shares
of Restricted Stock shall become transferable by the Employee if the Employee
is still an employee of the Company on such date, and has been continuously
employed by the Company since the Date of Award; on the date ending two
(2) years after the Date of the Award, an additional one-fifth of the
shares of Restricted Stock shall become transferable by the Employee if the
Employee is still an employee of the Company on such date, and has been continuously
employed by the Company since the Date of Award; on the date ending three
(3) years after the Date of the Award, an additional one-fifth of the
shares of Restricted Stock shall become transferable by the Employee if the
Employee is still an employee of the Company on such date, and has been
continuously employed by the Company since the Date of Award; on the date
ending four (4) years after the Date of the Award, an additional one-fifth
of the shares of Restricted Stock shall become transferable by the Employee if
the Employee is still an employee of the Company on such date, and has been
continuously employed by the Company since the Date of Award; and on the date
ending five (5) years after the Date of the Award, an additional one-fifth
of the shares of Restricted Stock shall become transferable by the Employee if
the Employee is still an employee of the Company on such date, and has been
continuously employed by the Company since the Date of Award. Notwithstanding
the foregoing, any shares of Restricted Stock which become transferable shall
only become so vested in whole shares, and the Employee shall not be deemed
vested in any fractional share. All of the shares of Restricted Stock which
have not previously become transferable by the Employee shall be forfeited by
the Employee on the date on which the Employee terminates employment with the
Company.


Notwithstanding
the foregoing, in the event of a Change of Control (as defined in the Plan),
all previously granted shares of Restricted Stock not yet free of the
restrictions of this Section 1 shall become immediately free of such
restrictions.


2. Death
or Disability of the Employee. In the event of the death or Disability (as
defined in the Plan) of the Employee, all previously granted shares of Restricted
Stock not yet free of the restrictions of Section 1 shall become
immediately free of such restrictions. In the event of death, shares of
Restricted Stock that become vested in accordance with this Section shall be
distributed to the Employee’s beneficiary designated by the Employee on such
form and in such manner as may be prescribed by the Company or, if the Employee
fails to designate a beneficiary in accordance with the foregoing, to the
Employee’s 













surviving spouse or, if there is no surviving spouse,
in equal shares to the Employee’s surviving children or, if there are no
surviving children, to the Employee’s estate.


3. Cost
of Restricted Stock. The purchase price of the shares of Restricted Stock
shall be the par value of such shares determined as of the Date of Award, the
receipt and adequacy of which are hereby acknowledged. In the event any shares
of Restricted Stock are forfeited, the allocable portion of the purchase price
shall be refunded to the Employee.


4. Adjustments
Upon Changes in Capitalization or Corporate Acquisitions. Notwithstanding
any other provision in the Agreement, if there is any change in the outstanding
Common Stock by reason of any stock dividend, stock split, reverse stock split,
recapitalization, merger, consolidation, statutory share exchange, sale of all
or substantially all assets, split-up combination or exchange of shares or the
like, and in the event of any such change in the outstanding Common Stock, the
number and class of shares of Common Stock under this award of Restricted Stock
not yet vested shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.


5. No
Right to Continued Service. Nothing in this Agreement shall be deemed to
create any limitation or restriction on such rights as the Company otherwise
would have to terminate the employment of the Employee.


6. Administration.
This award has been made pursuant to a determination made by the Committee, and
the Committee or any successor or substitute committee authorized by the Board
of Directors or the Board of Directors itself, subject to the express terms of
this Agreement, shall have plenary authority to interpret any provision of this
Agreement and to make any determinations necessary or advisable for the
administration of this Agreement and may waive or amend any provisions hereof
in any manner not adversely affecting the rights granted to the Employee by the
express terms hereof.


7. Shares.
The shares of Restricted Stock described herein shall be granted in the form of
shares registered in the name of the Employee but held by the Company until the
restrictions on the award lapse, subject to forfeiture as provided herein. The
Employee will be entitled to all dividends and distributions paid on or with
respect to the shares of Restricted Stock, and the Employee will be entitled to
instruct the Company how to vote the shares of Restricted Stock while subject
to the restrictions herein. If the Employee forfeits any rights the Employee
may have under this Agreement, the Employee will, on the day following the
event of forfeiture, no longer have any rights as a shareholder with respect to
the forfeited portion of the shares of Restricted Stock or any interest therein
(or with respect to any shares not then vested), and the Employee will no
longer be entitled to receive dividends and distributions with respect to those
shares or vote (or instruct the Company how to vote) those shares of Restricted
Stock as of any record date occurring thereafter.


8. Grant
Subject to Plan. This award of Restricted Stock is granted under and is
expressly subject to all the terms and provisions of the Plan, and the terms of
the Plan are incorporated herein by reference. Terms not defined herein shall
have the meaning ascribed thereto in the plan. THE EMPLOYEE HEREBY ACKNOWLEDGES
RECEIPT OF A COPY OF THE PLAN AND AGREES TO BE BOUND BY ALL THE TERMS AND
PROVISIONS THEREOF.


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf, and the Employee has, by receipt of this Agreement and acceptance of
the benefits hereunder, accepted the terms hereof, all as of the date first
above written.


	
   

  	
  TALX CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 



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TALX CORPORATION


RESTRICTED
STOCK AGREEMENT (OUTSIDE DIRECTOR)


THIS AGREEMENT, made as
of the         day of         ,         by
and between TALX Corporation, a Missouri corporation (hereinafter called the “Company”),
and                (hereinafter
called the “Director”);


WITNESSETH
THAT:


WHEREAS,
the Board of Directors of the Company (“Board of Directors”) desires to benefit
the Company by increasing motivation on the part of the Director, who is
materially important to the Company, by creating an incentive to remain as a
director of the Company and to work to the very best of the Director’s
abilities; and


WHEREAS,
to further this purpose, the Company desires to make a restricted stock award
to the Director for (          )
shares under the terms of the TALX Corporation 2005 Omnibus Incentive Plan (“Plan”):


NOW,
THEREFORE, in consideration of the premises, and of the mutual agreements
hereinafter set forth, it is covenanted and agreed as follows:


1. Terms
of Award. Pursuant to action of the Committee, which action was taken on          ,
2005 (“Date of Award”), the Company awards to the Director (            )
shares of the common stock of the Company (“Common Stock”); provided, however,
that the shares hereby awarded are nontransferable by the Director during the
period described below and are subject to the risk of forfeiture described
below. Prior to the time shares become transferable, the shares of Restricted
Stock shall bear a legend indicating their nontransferability, and, if the
Director terminates service as a director of the Company prior to the time a
restriction lapses, the Director shall forfeit any shares of Restricted Stock
which are still subject to the restrictions at the time of termination of such
service.


On the
date ending one (1) year after the Date of Award, one-third of the shares
of Restricted Stock shall become transferable by the Director if the Director
is still a director of the Company on such date, and has been continuously
serving as such a director since the Date of Award; on the date ending two
(2) years after the Date of the Award, an additional one-third of the
shares of Restricted Stock shall become transferable by the Director if the
Director is still a director of the Company on such date, and has been
continuously serving as such a director since the Date of Award; and on the
date ending three (3) years after the Date of the Award, an additional
one-third of the shares of Restricted Stock shall become transferable by the
Director if the Director is still a director of the Company on such date, and
has been continuously serving as such a director since the Date of Award.
Notwithstanding the foregoing, any shares of Restricted Stock which become
transferable shall only become so vested in whole shares, and the Director
shall not be deemed vested in any fractional share. All of the shares of
Restricted Stock which have not previously become transferable by the Director
shall be forfeited by the Director on the date on which the Director ceases
serving as a director of the Company.


Notwithstanding
the foregoing, in the event of a Change of Control (as defined in the Plan),
all previously granted shares of Restricted Stock not yet free of the
restrictions of this Section 1 shall become immediately free of such
restrictions.


2. Death
or Disability of the Director. In the event of the death or Disability (as
defined in the Plan) of the Director, all previously granted shares of
Restricted Stock not yet free of the restrictions of Section 1 shall
become immediately free of such restrictions. In the event of death, shares of
Restricted Stock that become vested in accordance with this Section shall be
distributed to the Director’s beneficiary designated by the Director on such
form and in such manner as may be prescribed by the Company or, if the Director
fails to designate a beneficiary in accordance with the foregoing, to the
Director’s surviving spouse or, if there is no surviving spouse, in equal
shares to the Director’s surviving children or, if there are no surviving
children, to the Director’s estate.


3. Cost
of Restricted Stock. The purchase price of the shares of Restricted Stock
shall be the par value of such shares determined as of the Date of Award, the
receipt and adequacy of which are hereby 



 1
 









acknowledged. In the event any shares of Restricted
Stock are forfeited, the allocable portion of the purchase price shall be
refunded to the Director.


4. Adjustments
Upon Changes in Capitalization or Corporate Acquisitions. Notwithstanding
any other provision in the Agreement, if there is any change in the outstanding
Common Stock by reason of any stock dividend, stock split, reverse stock split,
recapitalization, merger, consolidation, statutory share exchange, sale of all
or substantially all assets, split-up combination or exchange of shares or the
like, and in the event of any such change in the outstanding Common Stock, the
number and class of shares of Common Stock under this award of Restricted Stock
not yet vested shall be appropriately adjusted by the Committee, whose
determination shall be conclusive.


5. No
Right to Continued Service. Nothing in this Agreement shall be deemed to
create any limitation or restriction on such rights as the Company otherwise
would have to terminate the service of the Director.


6. Administration.
This award has been made pursuant to a determination made by the Committee, and
the Committee or any successor or substitute committee authorized by the Board
of Directors or the Board of Directors itself, subject to the express terms of
this Agreement, shall have plenary authority to interpret any provision of this
Agreement and to make any determinations necessary or advisable for the
administration of this Agreement and may waive or amend any provisions hereof
in any manner not adversely affecting the rights granted to the Director by the
express terms hereof.


7. Shares.
The shares of Restricted Stock described herein shall be granted in the form of
shares registered in the name of the Director but held by the Company until the
restrictions on the award lapse, subject to forfeiture as provided herein. The
Director will be entitled to all dividends and distributions paid on or with
respect to the shares of Restricted Stock, and the Director will be entitled to
instruct the Company how to vote the shares of Restricted Stock while subject
to the restrictions herein. If the Director forfeits any rights the Director
may have under this Agreement, the Director will, on the day following the
event of forfeiture, no longer have any rights as a shareholder with respect to
the forfeited portion of the shares of Restricted Stock or any interest therein
(or with respect to any shares not then vested), and the Director will no
longer be entitled to receive dividends and distributions with respect to those
shares or vote (or instruct the Company how to vote) those shares of Restricted
Stock as of any record date occurring thereafter.


8. Grant
Subject to Plan. This award of Restricted Stock is granted under and is
expressly subject to all the terms and provisions of the Plan, and the terms of
the Plan are incorporated herein by reference. Terms not defined herein shall
have the meaning ascribed thereto in the Plan. THE DIRECTOR HEREBY ACKNOWLEDGES
RECEIPT OF A COPY OF THE PLAN AND AGREES TO BE BOUND BY ALL THE TERMS AND
PROVISIONS THEREOF.


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
behalf, and the Director has, by receipt of this Agreement and acceptance of
the benefits hereunder, accepted the terms hereof, all as of the date first
above written.


	
   

  	
  TALX CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  



 



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