TALX CORP
2003-2006 LONG-TERM INCENTIVE PLAN
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<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c80419exv10w1.txt
<DESCRIPTION>2003-2006 LONG-TERM INCENTIVE PLAN
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                                                                    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.

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                                                                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.

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                                                                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

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                                                                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

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