TALX CORPORATION RESTRICTED STOCK AGREEMENT (EMPLOYEE)
Exhibit 10.39
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.
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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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