TALX Corporation 2004-2006 Long-Term Incentive Plan for Selected Key Executives

Summary

This agreement establishes a long-term incentive plan for selected key executives of TALX Corporation, covering the fiscal years 2004 to 2006. The plan is designed to motivate and retain top executives by offering additional compensation based on the company's profitability and asset productivity. Awards are determined by the Compensation Committee and are based on each participant's base salary at the end of the plan period. The plan outlines eligibility, vesting conditions, and payment terms, and clarifies that participation does not guarantee continued employment.

EX-10.1 3 c80419exv10w1.txt 2003-2006 LONG-TERM INCENTIVE PLAN EXHIBIT 10.1 TALX CORPORATION 2004-2006 LONG-TERM INCENTIVE PLAN DOCUMENT FOR SELECTED KEY EXECUTIVES 1. PURPOSE The purpose of the TALX Corporation 2004 - 2006 Long-Term Incentive Plan for Selected Key Executives (the "Plan") is to provide a means to enable TALX Corporation (the "Company") and its affiliates to employ and to retain high caliber persons, to motivate them toward long-term profit improvement, and to permit them to earn additional compensation as profitability and asset productivity over the term of the Plan is achieved. 2. ADMINISTRATION The Plan shall be administered by the Compensation Committee of the Board of Directors (the "Committee") of the Company. Subject to the express provisions of the Plan, the Committee shall have the complete authority to determine the individuals who shall be participants in the Plan, to interpret the Plan, to promulgate, amend, and rescind rules and regulations relating to it and to the conduct of the Committee's affairs, and to take all other actions and make all other determinations necessary or advisable for the administration of the Plan. All actions and determinations by the Committee shall be conclusive. 3. PLAN PERIOD The Plan will be three (3) fiscal years in length (the "Plan Period") commencing with the beginning of the Company's fiscal year on April 1, 2003; each fiscal year of the Plan is a "Plan Year." 4. ELIGIBILITY AND PARTICIPATION. 4.1 ELIGIBILITY Eligibility under the Plan shall be limited to such officers of the Company and its affiliates as shall be designated as participants by the Committee. TALX CORPORATION 2004-2006 LONG-TERM INCENTIVE PLAN DOCUMENT FOR SELECTED KEY EXECUTIVES PAGE 2 4.2 PARTICIPANTS The individuals selected by the Committee to be participants shall be deemed participants in the Plan from the beginning of the Plan Period, i.e., from April 1, 2003, unless a different participation date is specifically designated. No participant may be removed from the Plan as long as he/she shall remain in the employ of the Company or an affiliate; termination for whatever reason shall effect his/her automatic removal from the Plan except to the extent provided in Sections 5.2 and 5.5, infra. 5. COMPUTATION OF AWARDS 5.1 PARTICIPANT'S AWARD BASE Awards shall be calculated for each participant in the manner set forth for that particular individual as defined in the Annex to his/her Plan; such Annex hereby being incorporated as an integral part of the individual's Plan Document. The base upon which awards are calculated shall be the participant's annual base salary (excluding bonus, if any) at the end of fiscal year 2006. 5.2 VESTING Vesting shall only apply in the event of termination of employment of a participant by reason of death, total disability, or retirement before the full three (3) year Plan Period is completed. A participant shall be given full credit of each full Plan Year in which he/she is a participant, if any, plus full credit for the Plan Year in which his/her death, total disability, or retirement occurred. Vesting shall not apply in the event of termination of employment of a participant for any other reason whatsoever, whether such termination be voluntary or involuntary on the part of the participant, before the full three (3) year Plan Period is completed, and in such event the participant shall have no right whatsoever in or to any award hereunder, excepting only to the extent the Committee may grant them participation pursuant to Section 5.5, infra. 5.3 PENALTY / ADJUSTMENT Penalties, if any, shall be as specifically defined in the Annex to the individual participant's Plan Document. Adjustments, if any, shall be specifically defined in the Annex to the individual participant's Plan Document. However, all plans will be adjusted for acquisitions and divestitures on an ongoing basis. TALX CORPORATION 2004 - 2006 LONG-TERM INCENTIVE PLAN DOCUMENT FOR SELECTED KEY EXECUTIVES PAGE 3 5.4 TIME AND MODE OF PAYMENT OF AWARD The Company shall pay each award in cash (including an award governed by Sections 5.2, supra, and 5.5, infra) in one or more installments at the Company's discretion at any time after the completion of the audit of the last Plan Year of the Plan Period, but no later than the end of the second fiscal year succeeding the expiration of the Plan Period. 5.5 COMMITTEE MAY AUTHORIZE PARTIAL AWARD Should the employment of a Plan participant be terminated, whether voluntarily or involuntarily, for any reason other than his/her death, total disability, or retirement before the end of the Plan Period, the committee may review the circumstances attendant to the termination, and, in its sole discretion, authorize a partial award or participation (subject to the vesting formula set forth in Section 5.2, supra, applied on the basis of number of full Plan Years as a participant prior to termination of employment.) The decision of the Committee shall be binding upon the company and the affected individual without recourse. 6. NO GUARANTEE OF EMPLOYMENT This Plan shall not be construed to be a contract of employment with a participant, or to provide any right to his/her continued employment. Nothing in this Plan shall be deemed to create any limitation or restriction whatsoever on such rights as the Company has to terminate the employment of any person participating in the Plan at any time for any reason. 7. AMENDMENTS TO THE PLAN The Committee may, at its sole discretion, modify the Plan under special circumstances, which may be brought to its attention from time to time. 8. MISCELLANEOUS Nothing contained herein shall be construed as creating a trust fund, an escrow account, or any other form of asset segregation in favor of any person or persons participating in the Plan at any time. The obligation of the Company hereunder is solely a contractual obligation to make such payments, if any, as may become due and payable hereunder in accordance with the terms herein provided. Neither a participant, nor any group of participants, nor any other person or persons shall have or acquire any right, title, or interest in any assets of the Company or in or to any amount credited to any one or more participants or any portion thereof otherwise than TALX CORPORATION 2004 - 2006 LONG-TERM INCENTIVE PLAN DOCUMENT FOR SELECTED KEY EXECUTIVES PAGE 4 by actual payment of such portion in accordance with the provisions hereof. Neither any participant nor any other person shall have any power to sell, assign, mortgage, hypothecate, pledge, or otherwise encumber or transfer or alienate any rights under the Plan in advance of any actual payment hereunder. No right to payments to be made hereunder to a participant shall be subject to seizure, lien, or execution for payment of any debts, judgments, contracts, alimony, separate maintenance or child support, and shall not be transferable by operation of law in the event of bankruptcy, insolvency, or otherwise of a participant. In the event any part or parts of this Plan shall be held illegal or null and void by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining parts of this Plan and they shall remain in full force and effect as if such part or parts determined illegal or void had not been included herein, to the extent feasible and practicable. Signature: _____________________________________ Name: _____________________________________ Title: Chairman, Compensation Committee of the TALX Corporation Board of Directors Date: ______________________________________ I understand the purpose and conditions of this Plan and the Annex hereto and desire to be a participant. Signature: -s- W. W. CANFIELD -------------------------------------- Name: W. W. CANFIELD Title: PRESIDENT Date: 10/10/03