EQUIFAX INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
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
[____________________________] (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
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(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 422A of the Internal Revenue Code of 1986 (the "Code").
2. BASIC TERMS AND CONDITIONS. The Option is subject to the following basic
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terms and conditions:
(a) EXPIRATION DATE. The Option will expire ten (10) years from the Date
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of Grant (the "Expiration Date").
(b) EXERCISE OF OPTION. Except as provided in SUBPARAGRAPH 2(E) or
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PARAGRAPH 3, the Option will be exercisable in accordance with
schedule on Attachment "A" of this Agreement. Once exercisable, it
will continue to be 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
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the Option, Participant, or Participant's broker, must give written
notice on the Company's stock option exercise form or by electronic
notification, 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 the notice. Participant must
pay the Option Price in cash or a cash equivalent acceptable to the
Committee, or by the surrender 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.
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, Participant will not be entitled to
exercise the Option using a "cashless exercise program" of the Company
(if then in effect)and receive any net cash proceeds upon the exercise
of the Option, unless Participant uses those proceeds to pay the
exercise price in connection with a further exercise of the Option and
agrees to hold the stock acquired as a result of that additional
exercise for at least one (1) year.
(d) NON-TRANSFERABILITY. Participant's rights under this Agreement are non-
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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),
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(II), (III) OR (IV) below, or PARAGRAPH 3, the Option is not
exercisable after termination of Participant's employment with the
Company or a Subsidiary.
(i) JOB ELIMINATION. Except as provided in SUBPARAGRAPH (IV) below
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FOR PARAGRAPH 3, 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 those
exercise rights specified in SUBPARAGRAPH 2(B), and PARAGRAPH 3
if applicable, existing as of the date of termination until the
earlier of the last day of the twelve (12) month period following
termination of employment or the Expiration Date.
(ii) RETIREMENT. Except as provided in SUBPARAGRAPH (IV) below or
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PARAGRAPH 3,if the termination of Participant's employment results
from Participant's Retirement, Participant will continue to have
those exercise rights specified in SUBPARAGRAPH 2(B), and PARAGRAPH 3
if applicable, existing as of the date of termination 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 benefits under
Participant's applicable retirement plan, if any.
(iii) DISABILITY. Except as provided in SUBPARAGRAPH (IV) below or
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PARAGRAPH 3, if the termination of Participant's employment results
from Participant's total and permanent disability, confirmed by a
licensed physician's statement, then the Participant will have the
exercise rights specified in SUBPARAGRAPH 2(B), and PARAGRAPH 3 if
applicable, as of the last date of Participant's active employment
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. If the termination of Participant's employment results from
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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 those exercise rights
specified in SUBPARAGRAPH 2(B), and PARAGRAPH 3 if applicable, as of
the date of death until the earlier of the last day of the sixty (60)
month period following Participant's death or the Expiration Date. 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,
then notwithstanding the provisions of those subparagraphs, 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 not be less than six (6) months from the date of
death; provide that under no circumstances will the Option be
exercisable after the Expiration Date.
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3. CHANGE IN CONTROL. If a Change in Control of the Company occurs while
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Participant is employed by the Company or a Subsidiary, then the Option
will become immediately exercisable with respect to that portion of the
Number of Shares with respect to which the Option had not yet been
exercised or 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) may exercise the Unexercised Portion 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. TERMINATION FOR CAUSE. For purposes of this Agreement, termination for
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"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.
5. FRACTIONAL SHARES. Fractional shares will not be issued, and when any
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provision of this Agreement otherwise would entitle Participant to receive
a fractional share, that fraction will be disregarded.
6. NO RIGHT TO CONTINUED EMPLOYMENT. This Agreement does not give Participant
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any right to continued employment by the Company or a Subsidiary, and it
will not interfere in any way with the right the Company or Subsidiary
otherwise may have to terminate Participant's employment at any time.
7. CHANGE IN CAPITAL STRUCTURE. The terms of this Option will be adjusted as
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the Committee determines is equitably required if the Company (a) effects
one or more stock dividends, stock splits, subdivisions or consolidations
of shares or (b) engages in a transaction to which section 425 or any
successor provision of the Code applies.
8. GOVERNING LAW. The Agreement is governed by the laws of the State of
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Georgia.
9. CONFLICTS. If provisions of the Plan in effect on the Date of Grant and the
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provisions of this Agreement conflict, the Plan provisions will govern.
All references to the Plan in this Agreement mean the Plan in effect on the
Date of Grant.
10. PARTICIPANT BOUND BY PLAN. Participant acknowledges receiving a copy of
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the Plan and agrees to be bound by all its terms and provisions.
11. BINDING EFFECT. Except as limited by the Plan or this Agreement, this
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Agreement is binding on and extends to the legatees, distributes, and
personal representatives of Participant and the successors of the Company.
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12. TAXES. Under procedures established by the Committee, the Company may
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withhold from Common Stock delivered to the Participant sufficient shares
of Common Stock (valued as of the Date of Exercise) to satisfy 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.
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's Signature
By: _____________________________ _____________________________
Print Participant's Name
Name: ___________________________
Title: ____________________________
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