exv4w2



 







Exhibit 4.2




ADOPTION AGREEMENT

FOR

SPECIMEN SECTION 451

DEFERRED COMPENSATION PLAN




     By executing this Adoption Agreement, the Employer named below establishes the SPECIMEN
SECTION 451 DEFERRED COMPENSATION PLAN, as set forth in this Adoption Agreement and in the Specimen
Section 451 Deferred Compensation Plan document (the “Plan Document”), which is incorporated by
reference into this Adoption Agreement.



     THE FAILURE PROPERLY TO FILL OUT THIS ADOPTION AGREEMENT MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO PLAN PARTICIPANTS AND SIGNIFICANT LIABILITY TO THE EMPLOYER.



     THIS PLAN IS TO BE USED ONLY BY FOR-PROFIT EMPLOYERS.



     IF YOU HAVE ANY QUESTIONS CONCERNING THE ADOPTION AGREEMENT OR THE PLAN, CONTACT CPI QUALIFIED
PLAN CONSULTANTS.



     ALL CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED IN THIS ADOPTION AGREEMENT SHALL HAVE THE
MEANINGS ASSIGNED TO SUCH TERMS IN THE PLAN DOCUMENT.




	A1.	 	 Name of Plan





          ___The TALX Corporation Nonqualified Savings & Retirement Plan___




EMPLOYER INFORMATION





	B1.	 	 Name of Employer (Sponsor of the Plan)





                      ___TALX Corporation                                                                                





	B2.	 	 Address






___11432 Lackland Road                                                                                          

Street Address (Not a P.O. Box)




___St. Louis, MO 63146                                                                                            

City, State and Zip Code




___314-214-7000                                                                                                       

Telephone Number



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	B3. 	 	Employer’s Federal Tax Identification Number:





               ___43-0988805                                        




	B4. 	 	Affiliated Employers
	 
	 	 	The following affiliated employers will participate in the Plan:
	 
	 	 	___TALX UCM Services, Inc — 43-0894768                                                                          
	 
	 	 	___Ti3, Inc. — 75-2685241                                                                                                       
	 
	 	 	___Jon-Jay Associates — 04-2459280                                                                                      
	 
	 	 	___Performance Assessment Network — 35-2106505                                                             
	 
	 	 	___NetProfit — 57-1031706                                                                                                     
	 
	 	 	Each affiliated employer that adopts the Plan must execute this Adoption Agreement.





PLAN INFORMATION





	C1.	 	 Effective Date — 6/1/06
	 
	 	 	(Select One)
	 
	 	 	This Adoption Agreement shall:






	 	(X)	 	establish a new Plan effective as of ___June 1, 2006                                         ,
the “Effective Date”.
	 
	 	( ) 	 	constitute an amendment and restatement in its entirety of a previously
established Code section 451 Plan of the Employer which initially was effective as of
                                         . This amendment and restatement is adopted as of
                                                             , the “Effective Date”.





     YOU SHOULD CONSULT WITH COMPETENT ERISA COUNSEL BEFORE AMENDING AND RESTATING A PRE-JANUARY 1,
2005 PLAN AS DOING SO MAY RESULT IN CERTAIN ADVERSE TAX CONSEQUENCES.




	C2.	 	 Name of Plan Administrator
	 
	 	 	(Select One)




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	 	(X)	 	The Employer, using the Employer’s address.
	 
	 	( )	 	 Other                                          . If other is selected, complete the following:





               (Name)




	 	( ) 	 	Use Employer’s Address
	 
	 	( ) 	 	Use the following address, telephone number and Federal
Taxpayer Identification Number:
	 
	 	 	 	                                                                                                                        

Street Address (Not a P.O. Box)
	 
	 	 	 	                                                                                                                        

City, State and Zip Code
	 
	 	 	 	                                                                                                                        

Telephone Number
	 
	 	 	 	                                                                                                                        

Federal Tax Identification Number






	C3.	 	 Trust
	 
	   (Select One)






	 	( ) 	 	The Employer will not enter into a “rabbi trust” to establish a
source from which to pay benefits under the Plan. Rather, Plan benefits will be paid
from the Employer“s general assets.
	 
	 	(X)	 	The Employer (and any adopting Affiliated Employers) will enter into a “rabbi
trust” to establish a source from which to pay benefits under the Plan. The
Trustee(s) shall be:
	 
	 	 	 	___Central Bank & Trust Company   
              
             
                                                                      

Name of Licensed Trust Company or Individuals Who Will Serve as Trustee(s)
	 
	 	 	 	                                                                                                                                                                

Street Address
	 
	 	 	 	___Hutchinson, KS       
               
               
              
                                                                          

City, State and Zip Code
	 
	 	 	 	                                                                                                                                                                

Telephone Number




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ELIGIBILITY




     ONLY INDIVIDUALS WHO ARE MEMBERS OF A SELECT GROUP OF THE EMPLOYER’ MANAGEMENT OR HIGHLY
COMPENSATED EMPLOYEES ARE PERMITTED BY LAW TO PARTICIPATE IN THE PLAN.



     (Complete all that apply)




	D1.	 	 As of the Effective Date, eligibility will be limited to:






	 	(X)	 	The following named individuals, each of whom is classified as a member of a
select group of the Employer’ management or highly compensated employees:






___those employees of the Company who (1) are among the highest 8% of
employees when ranked on the basis of compensation and (2) will have W-2
earnings with TALX Corporation of at least $100,000 related to salary,
commissions, and bonuses for a calendar
year.                             
               
                
               
               
               
                
                



               
               
               
               
               
               
               
               
               
      



               
               
               
               
               
               
               
               
               
       



IN THE FUTURE, THE EMPLOYER MAY CHANGE THE INDIVIDUALS WHO ARE ELIGIBLE FOR PLAN PARTICIPATION BY
RESOLUTION OF THE EMPLOYER’S GOVERNING BODY.





	 	( ) 	 	Individuals holding the following policy-making positions within the
Employer:







               
               
               
               
               
               
               
               
               
     


               
               
               
               
               
               
               
               
               
     



               
               
               
               
               
               
               
               
               
     



               
               
               
               
               
               
               
               
               
     



               
               
               
               
               
               
               
               
               
     



               
               
               
               
               
               
               
               
               
     




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IN THE FUTURE, THE EMPLOYER MAY CHANGE THE POSITIONS THAT ARE ELIGIBLE FOR PLAN PARTICIPATION BY
RESOLUTION OF THE EMPLOYER’S GOVERNING BODY.





	D2.	 	 The Entry Date for individuals determined to be eligible to participate in the Plan is





     (Select One)



     ( ) The first day of the payroll period occurring on or after the date on which he or she is
eligible to participate.



     (X) The ___April 1                     (e.g., January 1) occurring on or after the date on which he or
she is eligible to participate.



CONTRIBUTIONS





	E1. 	 	Participant Compensation Deferrals
	 
	   (Select One)






	 	(X)	 	will
	 
	 	( ) 	 	will not





     be permitted.




	E2.	 	 The Employer
	 
	   (Select One)






	 	(X)	 	will
	 
	 	( ) 	 	will not





     permit Participants to defer Performance-Based Compensation.




	E3.	 	 The Employer
	 
	   (Select One)






	 	( )	 	 will
	 
	 	(X)	 	will not





     link this Plan to the Employer’s Qualified Plan. The purpose of linking this Plan to the
Employer’s Qualified Plan is to limit a Participant’s Compensation Deferrals with respect to a Plan



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Year to: (i) an amount equal to the maximum amount of voluntary deferrals for that Plan Year
permissible for 401(k) plans under Code section 402(g) (not taking into account the additional
catch-up limit for 401(k) plans); minus (ii) compensation deferrals by that Participant to the
Employer’s 401(k) plan.





	E4.	 	 Employer Contributions
	 
	   (Select One)






	 	(X)	 	might
	 
	 	( ) 	 	will not





     be made.




	E5.	 	 Employer Contributions will be:
	 
	  (Select One)






	 	( ) 	 	N/A
	 
	 	( )	 	 Made on a participant-by-participant basis at the discretion of the Employer
	 
	 	(X)	 	Based on a participant’s “compensation” for the Plan year, in the following
manner:
	 
	 	 	 	___Discretionary; if made, will be 40% of salary deferrals, not to exceed                    
	 
	 	 	 	___6% of a Participant’s compensation                                                                                
	 
	 	 	 	A participant’s “compensation”, for purposes of determining the amount of the Employer’s
contribution on behalf of a participant, shall consist of the following (Select One and
Complete if necessary):
	 
	 	( )	 	 N/A
	 
	 	( )	 	W-2 earnings
	 
	 	( )	 	 W-2 earnings plus                          
              
              
               
              
              
               
              
              
              
               
    
	 
	 	(X)	 	W-2 earnings minus _any non-cash equity-based compensation           
                       
                       
                           
                       
	 
	 	( )	 	W-2 earnings plus            
                 
                 
                 
                   , and minus
                       
                
                
                
   





INVESTMENT OF ACCOUNTS





	F1.	 	 The deemed investment of
participant contributions
(and earnings thereon) shall
be directed by:






	 	( ) 	 	N/A




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	 	(X)	 	The participant
	 
	 	( ) 	 	The employer






	F2.	 	 The deemed investment of employer
contributions (and earnings thereon)
shall be directed by:






	 	( ) 	 	N/A
	 
	 	(X)	 	The participant
	 
	 	( ) 	 	The employer





VESTING




     IT IS THE EMPLOYER’S RESPONSIBILITY TO INFORM THE PLAN ADMINISTRATOR OF A PARTICIPANT’S
VESTING DATE.


G1. A Participant shall become vested in his or her Employer Contribution Credit Account under the
Plan in accordance with the following schedule:



(Select One)




	 	 	 	 	 	 	 	 	 
	 	 	( )	 	N/A. A Participant shall be fully vested in his or her Employer Contribution
Credit Account at all times.
	 
	 	 	 	 	 	 	 	 
	 

	 	( )
	 	Years of Service
	 	 Vested Percentage

	 

	 	 	 	Under 3 Years
	 	 	0%	
	 

	 	 	 	3 Years of More
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	 

	 	(X)
	 	Years of Service	 	 Vested Percentage

	 

	 	 	 	Under 1 Year
	 	 	0	%
	 

	 	 	 	1 Year but not 2 Years
	 	 	33.34	%
	 

	 	 	 	2 Years but not 3 Years
	 	 	66.67	%
	 

	 	 	 	3 Years or More
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	 

	 	( )
	 	Years of Service
	 	Vested Percentage

	 

	 	 	 	Under 5 Years
	 	 	0%	
	 

	 	 	 	5 Years of More
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	 

	 	( )
	 	Years of Service 
	 	Vested Percentage

	 

	 	 	 	Under 1 Year
	 	 	0	%
	 

	 	 	 	1 Year but not 2 Years
	 	 	16.67	%
	 

	 	 	 	2 Years but not 3 Years
	 	 	33.34	%
	 

	 	 	 	3 Years but not 4 Years
	 	 	50.00	%






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	 	 	 	4 Years but not 5 Years
	 	 	66.67	%
	 

	 	 	 	5 Years but not 6 Years
	 	 	83.35	%
	 

	 	 	 	6 Years or More
	 	 	100	%
	 
	 	 	 	 	 	 	 	 
	 

	 	( )
	 	Years of Service
	 	 Vested Percentage

	 

	 	 	 	Under 1 Year
	 	 	0	%
	 

	 	 	 	1 Year but not 2 Years
	 	 	10	%
	 

	 	 	 	2 Years but not 3 Years
	 	 	20	%
	 

	 	 	 	3 Years but not 4 Years
	 	 	30	%
	 

	 	 	 	4 Years but not 5 Years
	 	 	40	%
	 

	 	 	 	5 Years but not 6 Years
	 	 	50	%
	 

	 	 	 	6 Years but not 7 Years
	 	 	60	%
	 

	 	 	 	7 Years but not 8 Years
	 	 	70	%
	 

	 	 	 	8 Years but not 9 Years
	 	 	80	%
	 

	 	 	 	9 Years but not 10 Years
	 	 	90	%
	 

	 	 	 	10 Years or More
	 	 	100	%





ALL COMPENSATION DEFERRAL ACCOUNTS ARE FULLY VESTED AT ALL TIMES IN THE PARTICIPANTS.





DISTRIBUTIONS



A PARTICIPANT’S ACCOUNT, TO THE EXTENT VESTED, WILL BECOME DISTRIBUTABLE
TO THE PARTICIPANT UPON THE DISTRIBUTION DATE THAT THE PARTICIPANT ELECTS ON THE APPROPRIATE
ELECTION FORM. IT IS THE EMPLOYER’S RESPONSIBILITY TO NOTIFY THE PLAN ADMINISTRATOR OF
DISTRIBUTION DATE(S).



H1. Distribution Timing under the Plan



As elected by the Participant in accordance with the terms of the Plan, a Participant will receive
a distribution (or commencement of distributions) of his or her vested Account upon:



(Select all that the Employer chooses to permit — the Employer must select at least one of the
following)





	 	( )	 	 the fixed payment date elected by the Participant on the appropriate Election Form
	 
	 	(X)	 	ninety (90) days following the Participant’s Separation from Service with the Employer for
any reason (including death or Disability)
	 
	 	( )	 	 at the earlier of the fixed payment date elected by the Participant or ninety (90) days
following the Participant’s Separation from Service with the




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	 	 	 	Employer for any reason (including
death or Disability)






	 	( ) 	 	at the earlier of (i) the fixed payment date elected by the Participant, (ii) ninety (90)
days following the Participant’s Separation from Service with the Employer for any reason
(including death or Disability), or (iii) ninety (90) days after a Change in Control of the
Employer




IF A PARTICIPANT FAILS TO DESIGNATE PROPERLY THE TIMING OF DISTRIBUTION OF THE PARTICIPANT’S
BENEFIT UNDER THE PLAN, THE PARTICIPANT WILL BE DEEMED TO HAVE ELECTED DISTRIBUTION (OR
COMMENCEMENT OF DISTRIBUTION) OF HIS OR HER VESTED ACCOUNT NINETY DAYS FOLLOWING SEPARATION FROM
SERVICE (SUBJECT TO THE SIX MONTH DELAY RULE FOR SPECIFIED EMPLOYEES).



Select the below if Unforeseeable Emergency distributions are permitted:





	 	(X)	 	A Participant may receive a distribution if the Participant incurs an Unforeseeable
Emergency (in accordance with the rules established by the Plan).






	H2.	 	 If a fixed payment date is elected in Section H1 above, the participant





     (Select One)



     ( ) may



     (X) may not



     elect to delay the fixed payment date on a continual basis in accordance with the rules
established in the Plan.




	H3.	 	 Form of Distribution. Distributions under the Plan may be made (Select one or both):





     (X) In lump sum form.



     ( ) In annual installments over a period up to 10 years, as selected by the Participant in
accordance with the rules established by the Plan.



     IF A PARTICIPANT FAILS TO DESIGNATE PROPERLY THE FORM OF DISTRIBUTION OF THE PARTICIPANT’S
BENEFIT UNDER THE PLAN, THE PARTICIPANT WILL BE DEEMED TO HAVE ELECTED DISTRIBUTION (OR
COMMENCEMENT OF DISTRIBUTIONS) OF HIS OR HER VESTED ACCOUNT IN A LUMP SUM.



MISCELLANEOUS





	I1. 	 	Expenses incurred in connection with the Plan




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     (Select One)




	 	(X)	 	shall be charged against the balance in each individual’s Plan Account and paid
out of the amounts held in the Trust attributable to the individual’s Plan Account.
	 
	 	( ) 	 	shall be paid by the Employer from its general assets.





     BY SIGNING THIS ADOPTION AGREEMENT, THE EMPLOYER (i) CERTIFIES THAT IT HAS CONSULTED WITH
LEGAL COUNSEL REGARDING THE EFFECTS OF THIS PLAN AND THE TRUST, AS APPLICABLE, ON ALL PARTIES, (ii)
ACKNOWLEDGES RECEIPT OF THE CURRENT PROSPECTUS(ES) FOR THE FUNDS TO BE OFFERED UNDER THE PLAN
(WHETHER THE INVESTMENTS ARE IN A TRUST OR HELD AS GENERAL ASSETS OF THE EMPLOYER), IF APPLICABLE,
AND (iii) REPRESENTS THAT EACH PARTICIPANT WITH THE RIGHT TO DIRECT PLAN INVESTMENTS WILL RECEIVE A
PROSPECTUS FOR EACH FUND IN WHICH CONTRIBUTIONS ATTRIBUTABLE TO HIS OR HER PLAN ACCOUNT MAY BE
INVESTED.



PLAN ADOPTION:



IN WITNESS WHEREOF, the Employer (and adopting Affiliated Employer, if any) hereby cause this Plan
to be executed on this                      day of                                          ,                      .




	 	 	 	 	 	 	 
	_TALX Corporation; TALX UCM                    

	 	By:	 	 	 	 
	_Services, Inc; Ti3, Inc.; Jon-Jay                    

	 	 	 	 

	 	 
	_Associates ; Performance Assessment___

	 	By:	 	 	 	 
	_Network, NetProfit                                        

	 	 	 	 

	 	 
	Type or Print Employer’s Name	 	Type or Print Name and Title of Signing Officer:
	 
	 	 	 	 	 	 
	 	 	___ L. Keith Graves, Senior V.P. & CFO                    
	 
	 	 	 	 	 	 
	 	 	___ William W. Canfield, President & CEO___







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