Exhibit 10.26
TRANSITION AGREEMENT
This Transition Agreement
(“the Agreement”) is made and entered into as of the 17
th day of December, 2004, by and between
Equifax, Inc., a Delaware corporation (“the
Company”), and Thomas F. Chapman
(“Executive”).
RECITALS:
A. Executive is
currently employed by the Company as its Chief Executive Officer
and Chairman of the Board.
B. Executive
is currently eligible for retirement from the Company, and the
Company and Executive have announced his retirement as the Chief
Executive Officer of the Company.
C. Executive
has offered to continue to serve as the Company’s Chief
Executive Officer and Chairman of the Board as a service to the
Company in the transition of responsibilities to a new chief
executive officer, subject to the terms hereof.
D. The Company and
Executive desire to enter into this Agreement to provide certain
compensation and benefits to Executive under the circumstances
described herein to encourage Executive to continue his service to
the Company.
NOW THEREFORE, in consideration of
the mutual covenants and agreements contained herein and other good
and valuable consideration, the Company and Executive hereby agree
as follows:
1.
Transition Period . Executive shall continue to
be employed by the Company as Chief Executive Officer and Chairman
of the Board from the date of this Agreement until
December 31, 2005, unless earlier terminated as provided
herein (the “Transition Period”). The Transition Period
shall automatically terminate upon the election of a new person to
serve as the Chief Executive Officer and Chairman of the Board of
the Company, unless the Board of Directors requests that the
Executive remain an employee of the Company and available in an
advisory capacity to the Board of Directors. The Transition Period
shall automatically terminate upon the death or disability of
Executive, or the termination by the Company of Executive’s
employment with the Company. In the event a new person is elected
as the Chief Executive Officer of the Company and no new person is
elected as the Chairman of the Board of the Company, Executive
shall continue as the Chairman of the Board through the Transition
Termination Date. The date the Transition Period ends shall be
referred to as the “Transition Period Termination
Date.” For purposes of this Agreement, the term
“disability” shall have the same definition as that
which is provided in the Company’s long-term disability plan
as in effect on the date hereof.
2.
Payments and Benefits to Executive .
(a) Base Salary
. The Company shall continue to pay Executive his
annual base salary (which may be increased to reward 2004
performance) through December 31, 2005. Except as provided
herein, all salary payments shall be made at a time and in accord
with the past payroll practices of the Company with respect to
Executive. All such amounts shall be subject to and reduced by any
applicable federal and state withholding taxes or other deductions
authorized by Executive. In the event the Transition Period ends
prior to December 31, 2005, all amounts payable to Executive
as Base Salary through December 31, 2005 shall be accelerated
and the Company agrees to immediately pay such amounts to
Executive.
(b) Annual
Incentive . Executive is eligible for an annual
incentive for the Company’s 2005 fiscal year. The Company
shall pay to Executive a minimum of one hundred percent (100%) of
his 2005 base salary as his 2005 annual incentive. This minimum
amount shall be paid to Executive on the Transition
1
Period Termination Date. Annual
Incentive earned in excess of this minimum amount shall be paid at
the same time 2005 Annual Incentives are paid to other management
employees of the Company.
(c) Long Term
Incentives . For the Company’s 2005 fiscal
year, the Company agrees that the long term incentive grant to
Executive shall be divided fifty (50%) in restricted stock units
and fifty percent (50%) in cash. The 2005 long term incentive grant
shall be made at the first 2005 Compensation Committee meeting and
shall vest on the Transition Period Termination Date.
(d) Supplemental
Executive Retirement Plan . On the Transition
Period Termination Date the Company shall credit such additional
years of service to Executive under the Company’s
Supplemental Executive Retirement Plan dated as of October 1,
1989, as amended so that Executive’s Credited Service under
such Plan is equal to twenty (20) years for purposes of determining
benefits thereunder.
(e) Other
Benefits . Through the Transition Period
Termination Date, Executive shall continue as a full-time employee
of the Company and shall be entitled to participate in all employee
benefit plans sponsored or provided by the Company to the same
extent as he is now participating including without limitation the
Company’s Supplemental Executive Retirement Plan
(“SERP”), participate in any health and life insurance
and short-term and long-term disability plan sponsored or
maintained by the Company, be reimbursed for dues or assessments
relating to any private club, country club or professional
organization, or receive reimbursement for any business,
entertainment or similar expenses incurred by Executive according
to the Company’s policies. Nothing herein shall be
interpreted to cause the forfeiture by Executive of any other
commitments previously made by the Company to Executive to be
effective upon his retirement from the Company or any other
benefits to which Executive is entitled under any Company
plans.
(f)
Irrevocable . The rights and benefits conferred
on Executive under this Agreement are irrevocable upon execution of
this Agreement.
3. Stock
Options and Restricted Stock Units . Executive and
the Company agree that the stock options and restricted stock units
held
