EXHIBIT 10.9
EQUIFAX INC.
2000 STOCK INCENTIVE PLAN
DEFERRED SHARE AWARD AGREEMENT
This Deferred Share Award Agreement (the "Agreement") is dated as of
XX/XX/XXXX and is entered into between Equifax Inc., a Georgia corporation (the
"Company"), and (FIRST_NAME) (LAST_NAME) (the "Employee").
In consideration of the mutual promises set forth below, the parties
hereto agree as follows.
1. GRANT OF DEFERRED SHARES. Subject to the terms and conditions of
this Agreement and the Equifax Inc. 2000 Stock Incentive Plan (the "Plan"), the
terms of which are hereby incorporated herein by reference, effective as of the
date set forth above ("Grant Date"), the Company hereby grants to the Employee
(SHARES) restricted stock units in the form of Deferred Shares under the Plan.
Capitalized terms used but not defined in this Agreement shall have the meaning
specified in the Plan.
2. VESTING. Subject to earlier vesting in accordance with Section 3
below, the Deferred Shares shall vest on or after the date(s) (the "Vesting
Date(s)") set forth below. Prior to the Vesting Date, the Deferred Shares shall
be nontransferable and, except as otherwise provided herein, shall be forfeited
upon the Employee's termination of employment with the Company and its
Subsidiaries.
Percentage of
Vesting Date Deferred Shares Vested
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Three (3) years from Grant Date 100%
The Committee which administers the Plan reserves the right, in its sole
discretion, to waive or reduce the vesting requirements.
3. DEATH, DISABILITY, RETIREMENT OR CHANGE IN CONTROL. Section 2 to
the contrary notwithstanding, in the event of the Employee's death, termination
for disability or Retirement while in the employ of the Company or a Subsidiary
or if a Change in Control occurs, Employee's rights in the Deferred Shares
awarded pursuant to this Agreement will become nonforfeitable and transferable
as of the date of the Employee's death, termination for disability or
Retirement, or the Control Change Date. The "Control Change Date" means the date
on which the Change in Control occurs. For purposes of this Agreement,
"Retirement" means Employee's termination of employment with the Company or a
Subsidiary (other than by the Company or a Subsidiary for Cause) at a time when
Employee is eligible for immediate benefits under Employee's applicable
retirement plan, if any, or in the absence of an applicable retirement plan, as
determined by the Committee. The Committee may in its sole and absolute
discretion at any time before, or within 120 days after, the date of such
termination of employment determine that some or all of such Deferred Shares
shall be free of restrictions and shall not be forfeited.
4. CANCELLATION AND RESCISSION OF DEFERRED SHARES.
(a) If, at any time, (i) during the Participant's employment
with the Company or (ii) during the one-year period after the
Participant's termination of employment with the Company for any reason,
a Participant engages in any "Detrimental Activity" (as defined in
subsection (b) below), the Committee may, notwithstanding any other
provision in this Agreement to the contrary, cancel, rescind, or
otherwise forfeit the Deferred Shares as of the first date the
Participant engaged in the Detrimental Activity, as determined by the
Committee. Without limiting the generality of the foregoing, the
Committee may also require the Participant to pay to the Company any
gain realized by the Participant due to the vesting or delivery of the
Deferred Shares during the period beginning six (6) months prior to the
date on which Participant engaged or began engaging in Detrimental
Activity.
(b) For purposes of this Agreement, "Detrimental Activity"
shall mean and include any of the following:
(i) the breach or violation of any other agreement
between Participant and the Company relating to the protection
of Confidential Information or Trade Secrets, the solicitation
of employees, customers or suppliers, or the refraining from
competition with the Company;
(ii) the disclosure, reproduction or use of
Confidential Information or Trade Secrets (each as defined
below) for the benefit of the Participant or third parties
except in connection with the performance of the Participant's
duties for the Company or, after advance notice to the Company,
as required by a valid order or subpoena issued by a court or
administrative agency of competent jurisdiction;
(iii) the use, reproduction, disclosure or
distribution of any information which the Company is required to
hold confidential under applicable federal and state laws and
regulations, including the federal Fair Credit Reporting Act (15
U.S.C. ss. 1681 et. Seq.) and any state credit reporting
statutes;
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(iv) the making, or causing or attempting to cause
any other person to make, any statement, either written or oral,
or conveying any information about the Company which is
disparaging or which in any way reflects negatively upon the
Company;
(v) the solicitation or attempt to solicit any
customer or actively targeted potential customer of the Company
with whom the Participant had material contact on the Company's
behalf during the 12 months immediately preceding the
Participant's termination of employment;
(vi) the solicitation or recruitment, attempt to
solicit or recruit, or the assistance of others in soliciting or
recruiting, any individual who is or was, within 6 months of the
date in question, an employee of the Company unless such former
employee was terminated by the Company without cause, or the
inducement of (or attempt to induce) any such employee of the
Company to terminate his employment with the Company; or
(vii) the refusal or failure of a Participant to
provide, upon the request of the Company, a certification, in a
form satisfactory to the Company, that he or she is in full
compliance with the terms and conditions of the Plan and this
Agreement, including, without limitation, a certification that
the Participant is not engaging in Detrimental Activity.
(c) "Trade Secret" means information, including, but not
limited to, technical or non-technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a
process, financial data, financial plans, product plans, or a list of
actual or potential Company customers or suppliers which (i) derives
independent economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means
by, other persons who can obtain economic value from its disclosure or
use, and (ii) is the subject of the Company's efforts that are
reasonable under the circumstances to maintain secrecy; or as otherwise
defined by applicable state law.
(d) "Confidential Information" means any and all knowledge,
information, data, methods or plans (other than Trade Secrets) which are
now or at any time in the future developed, used or employed by the
Company which are treated as confidential by the Company and not
generally disclosed by the Company to the public, and which relate to
the business or financial affairs of the Company, including, but not
limited to, financial statements and information, marketing strategies,
business development plans, acquisition or divestiture plans, and
product or process enhancement plans.
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(e) Should any provision of this Paragraph 4 be held to be
invalid or illegal, such illegality shall not invalidate the whole of
this Paragraph 4, but, rather, the Plan shall be construed as if it did
not contain the illegal part or be narrowed to permit its enforcement,
and the rights and obligations of the parties shall be construed and
enforced accordingly.
5. STOCK CERTIFICATES. Stock certificates (the "Certificate")
evidencing the Deferred Shares shall be issued as of the Vesting Date and
registered in the Employee's name. Subject to Section 8 of this Agreement,
Certificates representing the unrestricted Common Shares will be delivered to
the Employee as soon as practicable after the Vesting Date. If, however, the
Employee elects to defer payment of the Common Shares as provided in Section 6
of this Agreement, the Common Shares shall be issued as set forth in the
Deferral Election Agreement entered into between the Company and the Employee.
6. DEFERRAL ELECTION. The Employee may elect to defer delivery of
the Common Shares that would otherwise be due by virtue of the lapse or waiver
of the vesting requirements as set forth in Sections 2 or 3. If such deferral
election is made, the Committee shall, in its sole discretion, establish the
rules and procedures for such payment deferrals.
7. DIVIDENDS. Participants granted Deferred Shares shall not be
entitled to receive any cash dividends, stock dividends or other distributions
paid with respect to the Common Shares, except in circumstances where the
distribution is covered by Section 18 below.
8. TAX WITHHOLDING OBLIGATIONS. The Employee shall be required to
deposit with the Company an amount of cash equal to the amount determined by the
Company to be required with respect to any withholding taxes, FICA
contributions, or the like under any federal, state, or local statute,
ordinance, rule, or regulation in connection with the award, deferral, or
settlement of the Deferred Shares. Alternatively, the Company may, at its sole
election, withhold the required amounts from the Employee's pay during the pay
periods next following the date on which any such applicable tax liability
otherwise arises. The Committee, in its discretion, may permit the Employee,
subject to such conditions as the Committee shall require, to elect to have the
Company withhold a number of Common Shares otherwise deliverable having a Fair
Market Value sufficient to satisfy the statutory minimum of all or part of the
Employee's estimated total federal, state, and local tax obligations associated
with vesting or settlement of the Deferred Shares. The Company shall not deliver
any of the Common Shares until and unless the Employee has made the deposit
required herein or proper provision for required withholding has been made.
9. RESTRICTION AND TRANSFERABILITY. Until the Deferred Shares are
vested as provided above, they may not be sold, transferred, pledged, assigned,
or otherwise alienated at any time. Any attempt to do so contrary to the
provisions hereof shall be null and void.
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10. RIGHTS AS SHAREHOLDER. Except as provided in Section 7, the
Employee shall not have voting or any other rights as a shareholder of the
Company with respect to the Deferred Shares. Upon settlement of the Deferred
Share units into Common Shares, the Employee will obtain full voting and other
rights as a shareholder of the Company.
11. ADMINISTRATION. The Committee shall have the power to interpret
the Plan and this Agreement and to adopt such rules for the administration,
interpretation, and application of the Plan as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Committee shall be final and binding upon the
Employee, the Company, and all other interested persons. No member of the
Committee shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or this Agreement.
12. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the
Deferred Share units granted pursuant to this Agreement shall not be included as
compensation, earnings, salaries, or other similar terms used when calculating
the Employee's benefits under any employee benefit plan sponsored by the Company
or any Subsidiary except as such plan otherwise expressly provides.
13. NO EMPLOYMENT RIGHTS. The award of the Deferred Shares pursuant
to this Agreement shall not give the Employee any right to remain employed by
the Company or a Subsidiary, nor shall it interfere with or restrict the
Company's right to terminate the Employee's employment at any time.
14. AMENDMENT. This Agreement may be amended only by a writing
executed by the Company and the Employee which specifically states that it is
amending this Agreement. Notwithstanding the foregoing, this Agreement may be
amended solely by the Committee by a writing which specifically states that it
is amending this Agreement, so long as a copy of such amendment is delivered to
the Employee, and provided that no such amendment adversely affecting the rights
of the Employee, hereunder may be made without the Employee's written consent.
Without limiting the foregoing, the Committee reserves the right to change, by
written notice to the Employee, the provisions of the Deferred Shares or this
Agreement in any way it may deem necessary or advisable to carry out the purpose
of the grant as a result of any change in applicable laws or regulations or any
future law, regulation, ruling, or judicial decision, provided that any such
change shall be applicable only to Deferred Shares which are then subject to
restrictions as provided herein.
15. NOTICES. Any notice to be given under the terms of this
Agreement to the Company shall be addressed to the Company in care of its
Secretary. Any notice to be given to Employee shall be addressed to Employee at
the address listed in the Company's records.
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By a notice given pursuant to this Section, either party may designate a
different address for notices. Any notice shall have been deemed given when
actually delivered.
16. SEVERABILITY. If all or any part of this Agreement or the Plan
is declared by any court or governmental authority to be unlawful or invalid,
such unlawfulness or invalidity shall not invalidate any portion of this
Agreement or the Plan not declared to be unlawful or invalid. Any Section of
this Agreement (or part of such a Section) so declared to be unlawful or invalid
shall, if possible, be construed in a manner which will give effect to the terms
of such Section or part of a Section to the fullest extent possible while
remaining lawful and valid.
17. CONSTRUCTION. The restricted stock units are being issued in the
form of Deferred Shares pursuant to Section 8 (Deferred Shares) of the Plan and
are subject to the terms of the Plan. To the extent that any provision of this
Agreement violates or is inconsistent with an express provision of the Plan, the
Plan provision shall govern and any inconsistent provision in this Agreement
shall be of no force or effect.
18. ADJUSTMENTS TO DEFERRED SHARES. The terms of this Deferred Share
Award Agreement will be adjusted as the Committee determines in accordance with
Section 10 of the Plan.
19. GOVERNING LAW. This Agreement will be governed by and enforced
in accordance with the laws of the State of Georgia.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement effective as of the day and year first above written.
PARTICIPANT EQUIFAX INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Signature Xxxxxx X. Xxxxxxx
Chairman & CEO
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Print Name
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