Exhibit 10. 5
EQUIFAX INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
(PARTICIPANT)
Number of Shares:
Option Price: $
Date of Grant:
THIS AGREEMENT is entered into as of the above Date of Grant, by and between
Equifax Inc., a Georgia corporation (the "Company"), and the above-named
Participant ("Participant"). This Agreement is subject to the provisions of the
Equifax Inc. 2000 Stock Incentive Plan, as may be amended from time to time (the
"Plan") and, unless defined in this Agreement, all terms used in this Agreement
have the same meanings given them in the Plan.
1. GRANT OF OPTION. The Company on the "Date of Grant" granted to
Participant (subject to the terms of the Plan and this Agreement) the
right to purchase from the Company all or part of the Number of Shares
stated above (the "Option"). This Agreement is not intended to be an
incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
2. BASIC TERMS AND CONDITIONS. The Option is subject to the following basic
terms and conditions:
(a) EXPIRATION DATE. Except as otherwise provided in this Agreement,
the Option will expire ten (10) years from the Date of Grant
(the "Expiration Date").
(b) EXERCISE OF OPTION. Except as provided in subparagraph 2(e) or
paragraph 3, the Option shall be exercisable with respect to
one-fourth of the Number of Shares subject to this option on the
Date of Grant and with respect to an additional one-fourth of
the Number of Shares subject to this Option on each of the first
three anniversaries of the Date of Grant so that this Option
shall be fully exercisable on the third anniversary of the Date
of Grant, provided the Participant (i) remains employed by the
Company or a Subsidiary or (ii) subject to the provisions of
subparagraph 2(e)(ii), terminates employment by reason of
Retirement (as defined in subparagraph 2(e)(ii)). Once
exercisable, in whole or part, it will continue to be so
exercisable until the earlier of the termination of
Participant's rights under subparagraph 2(e) or paragraph 3, or
the Expiration Date. The Option may be exercised in one or more
exercises, provided that each exercise must be for a multiple of
twenty-five (25) shares (E.G., 25 shares, 50 shares, 100
shares), up to the full number for which the Option is then
exercisable, unless the Number of Shares then exercisable is
less than twenty-five (25), in which case the Option may be
exercised for that lesser Number of Shares.
(c) METHOD OF EXERCISE AND PAYMENT FOR SHARES. In order to exercise
the Option, Participant must give written notice in a manner
prescribed by the Company from time to time together with
payment of the Option Price to the Company's Stock Option
Administrator at the Company's principal office in Atlanta,
Georgia, or as otherwise directed by the Administrator. The Date
of Exercise will be the date of receipt of the notice or any
later date specified in the notice. Participant must pay the
Option Price (i) in cash or a cash equivalent acceptable to the
Committee, or (ii) in the Committee's discretion, by the
surrender (or attestation of ownership) of shares of Common
Stock (held by Participant for at least six (6) months) with an
aggregate Fair Market Value (based on the closing price of a
share of Common Stock as reported on the New York Stock Exchange
composite index on the Date of Exercise) that is not less than
the Option Price, or by surrender of property described in and
subject to the conditions provided in Section 4(d) of the Plan,
or (iii) by a combination of cash and such shares. Payment of
the Option Price may be deferred in the discretion of the
Committee to accommodate proceeds of sale of some or all of the
shares to which this grant relates.
If at exercise, Participant is not in compliance with the
Company's minimum stock ownership guidelines then in effect for
Participant's job grade or classification, if any, Participant
will not be entitled to exercise the Option using a "cashless
exercise program" of the Company (if then in effect), unless the
net proceeds received by Participant from that exercise consist
only of shares of Company stock, and Participant agrees to hold
all those shares for at least one (1) year.
(d) NON-TRANSFERABILITY. Participant's rights under this Agreement
are non-transferable except by will or by the laws of descent
and distribution, in which case all of Participant's remaining
rights under this Agreement must be transferred undivided to the
same person or persons. During Participant's lifetime, only
Participant (or Participant's legal representative if
Participant is incompetent) may exercise the Option.
(e) TERMINATION OF EMPLOYMENT. Except as provided in subparagraphs
(i), (ii), (iii) or (iv) below, or paragraph 3, the Option will
expire and will not be exercisable after termination of
Participant's employment with the Company or a Subsidiary.
(i) ELIMINATION OF POSITION. Except as provided in paragraph
3 or 4 below, if the termination of Participant's
employment results from the Company's elimination of the
position held by Participant, then Participant will
continue to have the right to exercise the Option with
respect to that portion of the Number of Shares for
which the Option was vested and exercisable on the date
of termination and the remaining portion shall be
cancelled. Except as provided in subsection 2(e)(iv)(A)
below, that right will continue until the earlier of the
last day of the one-year period
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commencing on the date of termination of employment, or
the Expiration Date.
(ii) RETIREMENT. Except as provided in paragraph 3 or 4
below, if the termination of Participant's employment
results from Participant's Retirement (as defined
below), Participant will continue to vest in the Option
in accordance with the original vesting schedule in
subparagraph 2(b) above as if he had remained actively
employed; provided, that upon Participant's death, all
vesting will cease and the Option will be exercisable
with respect to that portion of the Number of Shares for
which the Option is vested and exercisable on the date
of Participant's death and the remaining portion shall
be cancelled.
Participant will continue to have the right to exercise
the Option with respect to that portion of the Number of
Shares for which the Option is vested and exercisable
from time to time until the earlier of the last day of
the sixty (60) month period following Participant's
Retirement, or the Expiration Date. "Retirement" means
Participant's termination of employment with the Company
or a Subsidiary (other than by the Company or a
Subsidiary for Cause) at a time when Participant is
eligible for immediate payment of benefits under
Participant's applicable defined benefit retirement
plan, if any, or in the absence of an applicable defined
benefit retirement plan, as determined by the Committee.
(iii) DISABILITY. Except as provided in paragraph 3 or 4
below, if the termination of Participant's employment
results from Participant's total and permanent
disability, confirmed by the statement of a licensed
physician chosen or approved by the Committee, then
Participant will continue to have the right to exercise
the Option with respect to that portion of the Number of
Shares for which the Option was vested and exercisable
on the last date of Participant's active employment and
the remaining portion shall be cancelled. Except as
provided in subparagraph 2(e)(iv)(A) below that right
will continue until the earlier of the last day of the
sixty (60) month period following the last date of
Participant's active employment or the Expiration Date.
(iv) DEATH.
(A) Except as provided in paragraph 3 or 4 below, if
the termination of Participant's employment
results from Participant's death, then
Participant's estate, or the person(s) to whom
Participant's rights under this Agreement pass
by will or the laws of descent and distribution,
will have the right to exercise the Option with
respect to that portion of the Number of Shares
for which the Option was vested and exercisable
on the date of Participant's death and the
remaining portion shall be cancelled. That right
will continue until
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the earlier of the last day of the sixty (60)
month period following Participant's death or
the Expiration Date.
(B) If Participant dies following termination of
employment and prior to the expiration of any
remaining period during which the Option may be
exercised in accordance with subparagraphs (i),
(ii) or (iii) above, or paragraph 3, the
remaining period during which the Option will be
exercisable (by Participant's estate, or the
person(s) to whom Participant's rights under
this Agreement pass by will or the laws of
descent and distribution) will be the greater of
(a) the remaining period under the applicable
subparagraph or paragraph referred to above, or
(b) six (6) months from the date of death;
provided that under no circumstances will the
Option be exercisable after the Expiration Date.
3. CHANGE IN CONTROL. If a Change in Control of the Company occurs while
Participant is employed by the Company or a Subsidiary, then the entire
Number of Shares represented by the Option which had not yet been
exercised will become immediately vested and exercisable (the
"Unexercised Portion"). If Participant's employment with the Company or
a Subsidiary terminates after the date on which the Change in Control
occurs other than as a result of a termination by the Company or a
Subsidiary for Cause, then Participant (or, if applicable, Participant's
estate or the person(s) to whom Participant's rights under this
Agreement pass by will or the laws of descent and distribution) will
have the right to exercise the Unexercised Portion. Except as provided
in Section 2(e)(iv)(B) above or Section 4 below, that right may be
exercised until the earlier of the last day of the sixty (60) month
period following the termination of Participant's employment or the
Expiration Date.
4. CANCELLATION AND RESCISSION OF OPTION.
(a) If, at any time, (i) during the Participant's employment with
the Company or (ii) during the period after the Participant's
termination of employment with the Company for any reason during
which all or part of the Option remains exercisable, but not to
exceed 24 months following the Participant's termination of
employment, 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, suspend, withhold or otherwise
restrict or limit this Option 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 from
exercising all or any portion of the Option hereunder 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:
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(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;
(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
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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.
(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. TERMINATION FOR CAUSE. For purposes of this Agreement, termination for
"Cause" means termination as a result of (a) the willful and continued
failure by Participant to substantially perform his or her duties with
the Company (other than a failure resulting from Participant's
incapacity due to physical or mental illness), after a written demand
for substantial performance is delivered to Participant by his or her
superior officer which specifically identifies the manner the officer
believes that Participant has not substantially performed his or her
duties, or (b) Participant's willful misconduct which materially injures
the Company, monetarily or otherwise. For purposes of this paragraph,
Participant's act, or failure to act, will not be considered "willful"
unless the act or failure to act is not in good faith and without
reasonable belief that his or her action or omission was in the best
interest of the Company.
6. FRACTIONAL SHARES. Fractional shares will not be issued, and when any
provision of this Agreement otherwise would entitle Participant to
receive a fractional share, that fraction will be disregarded.
7. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give
Participant any right to continued employment by the Company or a
Subsidiary, and it will not interfere in any way with the right of the
Company or Subsidiary to terminate Participant's employment at any time.
8. ADJUSTMENTS IN CAPITAL STRUCTURE. The terms of this Option will be
adjusted as the Committee determines in its sole discretion is equitably
required to prevent dilution or enlargement of the rights of the
Participant in accordance with Section 10 of the Plan.
9. GOVERNING LAW. The Agreement is governed by the laws of the State of
Georgia.
10. CONFLICTS. If provisions of the Plan and the provisions of this
Agreement conflict, the Plan provisions will govern.
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11. PARTICIPANT BOUND BY PLAN. Participant acknowledges receiving a summary
of the Plan, which provides that upon request a copy of the Plan will be
provided to the Participant free of charge, and agrees to be bound by
all the terms and provisions of the Plan. Capitalized terms used in this
Agreement and not defined herein shall have the definitions given to
them in the Plan.
12. BINDING EFFECT. Except as limited by the Plan or this Agreement, this
Agreement is binding on and extends to the legatees, distributes, and
personal representatives of Participant and the successors of the
Company.
13. TAXES. Under procedures established by the Committee, the Company may
withhold from Common Stock delivered to the Participant sufficient
shares of Common Stock (valued as of the Date of Exercise) to satisfy
required federal, state and local withholding and employment taxes, or
the Participant will pay or deliver to the Company cash or Common Stock
(valued as of the Date of Exercise) in sufficient amounts to satisfy
these obligations. The Company shall not, however, withhold any amount
in excess of the minimum required amount.
14. TRANSFER OF DATA. In order to effectively administer Equifax's global
compensation and benefit programs, we may transfer personal data from
your Equifax employment file to a centralized repository controlled by
Equifax in the United States of America. Your personal data in the
repository will be used solely for internal Equifax purposes. You may
examine your employee information file should you wish to do so. By
signing this agreement, you provide your consent to this transfer and
use of this data.
IN WITNESS WHEREOF, the undersigned duly authorized officer of the
Company and Participant have signed this Agreement effective as of the Date of
Grant.
EQUIFAX INC. PARTICIPANT
By:
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Xxxxxx X. Xxxxxxx Signature
Chairman & CEO
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Print Name
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