EXHIBIT 10.17
EQUIFAX INC. 2008 OMNIBUS
INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR RESTRICTED
STOCK UNIT AGREEMENT
[Director]
Number of Shares Subject to
Award: [Number of Shares] Shares
Date of Grant: [Grant
Date]
Pursuant to the Equifax Inc. 2008
Omnibus Incentive Plan (the “Plan”), Equifax Inc., a
Georgia corporation (the “Company”), hereby grants to
the above-referenced non-employee member of the Board of Directors
of the Company (the “Director”) on the Date of Grant
set forth above, an award of Restricted Stock Units (the
“Award”) entitling Director to receive such number of
shares of Company common stock (the “Shares”) as is set
forth above on the terms and conditions set forth in this agreement
(this “Agreement”) and the Plan. Capitalized
terms used in this Agreement and not defined herein shall have the
meanings set forth in the Plan.
In consideration of the mutual
promises set forth below, the parties hereto agree as
follows:
1. Grant of
Units . Subject to the terms and conditions of this
Agreement and the Plan, effective as of the Grant Date set forth
above, the Company hereby grants to the Director [ Number of
Shares] restricted stock units (the “Shares”) under the
Plan.
2.
Vesting . Subject to Section 3 below, the
Shares shall vest on the first anniversary of the Grant Date set
forth above (the “Vesting Date”). Prior to the
Vesting Date, the Shares shall be nontransferable and, except as
otherwise provided herein, shall be forfeited upon the
Director’s termination of service as a director of the
Company. The Committee which administers the Plan reserves
the right, in its sole discretion, to waive or reduce the vesting
requirements.
3.
Termination of Service as a Director .
(a)
Termination by Death or for Disability . In the event
Director dies or incurs a Disability while actively serving as a
director of the Company, all outstanding unvested Shares granted to
Director shall immediately become fully vested and
nonforfeitable. The Company shall transfer the Shares
issuable as a result of such vesting in accordance with
Section 4 below.
(b) Termination by
Retirement . If Director’s service as a director
with the Company is terminated by his or her Retirement, all
outstanding unvested Shares shall immediately become fully vested
and nonforfeitable. The Company shall transfer the Shares
issuable as a result of such vesting in accordance with
Section 4 below.
(c) Other
Termination . If Director ceases to serve as director
other than due to death, Disability or Retirement, all outstanding
unvested Shares shall immediately expire, and Director’s
right to any such Shares shall terminate immediately upon the date
the Director ceases to serve as a director.
(d) Change of
Control . In the event a Change of Control occurs while
the Director is serving as a director of the Company, all of the
Shares awarded pursuant to this Agreement shall become fully vested
and nonforfeitable as of the date on which the Change of Control
occurs. The Company shall transfer the Shares issuable as a
result of such vesting in accordance with Section 4
below.
4. Transfer
of Vested Shares . Stock certificates (or
appropriate evidence of ownership) representing the unrestricted
Shares will be delivered to Director (or to a party designated by
the Director) as soon as practicable after (but no later than 90
days after) the Vesting Date or event set forth in Section 3;
provided, however, if Director has properly elected to defer
delivery of the Shares pursuant to a plan or program of the
Company, the Shares shall be issued and delivered as provided in
such plan or program.
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5.
Dividends . Directors granted the Award shall
not be entitled to receive any cash dividends, stock dividends or
other distributions paid with respect to the Shares, except in
circumstances where the distribution is covered by Section 14
below.
6.
Non-Transferability of Award . Subject to any
valid deferral election, until the Shares have been issued under
this Award, the Shares issuable hereunder and the rights and
privileges conferred hereby may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated by operation of
law or otherwise (except as permitted by the Plan). Any
attempt to do so contrary to the provisions hereof shall be null
and void.
7.
Conditions to Issuance of Shares . The Shares
deliverable to Director hereunder may be either previously
authorized but unissued Shares or issued Shares which have been
reacquired by the Company. The Company shall not be required
to issue any certificate or certificates for Shares prior to
fulfillment of all of the following conditions: (a) the
admission of such Shares to listing on all stock exchanges on which
such class of stock is then listed; (b) the completion of any
registration or other qualification of such Shares under any state
or federal law or under the rulings and regulations of the
Securities and Exchange Commission or any other governmental
regulatory body, which the Committee shall, in its discretion, deem
necessary or advisable; (c) the obtaining of any approval or
other clearance from any state or federal governmental agency,
which the Committee shall, in its discretion, determine to be
necessary or advisable; and (d) the lapse of such reasonable
period of time following the grant of the Shares as the Committee
may establish from time to time for reasons of administrative
convenience.
8.
No Rights as Shareholder .
Except as provided in Section 5, Director shall not
have voting or any other rights as a shareholder of the Company
with respect to the Shares. Upon settlement of the restricted
stock units into Shares, Director will obtain full voting and other
rights as a shareholder of the Company with respect to such
Shares.
9.
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 Director, 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.
10.
Withholding Taxes . The Company will not
withhold any federal, state or local income taxes in connection
with the Shares. The Director will be solely responsible for
any tax liability associated with the award of the
Shares.
11.
Amendment . This Agreement may be amended only
by a writing executed by the Company and the Director 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 Director, and provided that no such amendment
adversely affecting the rights of the Director, hereunder may be
made without the Director’s written consent. Without
limiting the foregoing, the Committee reserves the right to change,
by written notice to the Director, the provisions of the 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 Shares which are then subject to restrictions
as provided herein.
12.
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.
13.
Construction . The Shares are being issued
pursuant to Section 11 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.
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14.
Adjustments to Shares . In the event
of a change in corporate capitalization as described in
Section 18 of the Plan, the Committee shall make appropriate
adjustments to the number and class of Shares or other stock or
securities subject to this Award. The Committee’s
adjustment shall be effective and final, binding and conclusive for
all purposes of this Agreement.
15.
Addresses for Notices . Any notice to be given to
the Company under the terms of this Agreement shall be addressed to
the Company as follows: Corporate Secretary, Equifax Inc.,
1550 Peachtree St., N.W., Atlanta, GA 30309, or at such other
address as the Company may hereafter designate in writing.
Any notice to be given to the Director shall be addressed to the
Director at the address set forth in the Company’s records
from time to time, or at such other address for the Director
maintained on the books and records of the Company.
16.
Securities and Tax Representations . The Director
acknowledges receipt of the prospectus under the Registration
Statement on Form S-8 with respect to the Plan filed by the
Company with the Securities and Exchange Commission. Director
represents and agrees that he or she will comply with all
applicable laws and Company policies relating to the Plan, this
Agreement and any disposition of Shares. Director represents
and warrants the he or she understands the Federal, state and local
income tax consequences associated with the receipt and vesting of
this Award and with respect to the deferral of any Shares otherwise
issuable hereunder.
17. Consent
for Accumulation and Transfer of Data . Director
consents to the accumulation and transfer of data concerning him or
her and the Award to and from the Company and UBS, or such other
agent as may administer the Plan on behalf of the Company from time
to time. In addition, Director understands that the Company
holds certain personal information about Director, including but
not limited to his or her name, home address, telephone number,
date of birth, social security number, nationality, and details of
all options awarded, vested, unvested, or expired (the
“personal data”). Certain personal data may also
constitute “sensitive
