EXHIBIT 10.6
[LETTERHEAD OF EQUIFAX APPEARS HERE]
December 8, 1997
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Equifax Inc.
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇:
This letter is intended to serve as a memorandum of our agreement with respect
to payments and benefits to be made available to you by the Company as a
consequence of your retirement effective December 31, 1997. By your signature on
this letter, you also agree to take, or refrain from taking, certain actions
with respect to the Company, all of which we have previously discussed.
1. Retirement Payments
-------------------
The provisions of this agreement are in addition to and not in replacement of
any benefits due to you under the Company's tax-qualified employee benefit plans
and under that certain letter agreement with you dated June 22, 1989, as it has
been amended on July 1, 1991, and December 29, 1995.
2. Advancement of Incentive Payment
--------------------------------
For purposes of calculations required under the letter referenced above, in
order to provide a thirty-six month final average earnings figure for you as of
December 31, 1997, which will be equivalent to that which would have existed had
you not retired until February 28, 1998, the Company will pay you a portion of
your anticipated 1997 annual incentive payment prior to December 31, 1997. That
portion is $403,000. The remainder of the incentive which is owed to you will
be paid in February of 1998. In the event that the adjustment described above
does not provide you with the mathematically equivalent final average earnings,
because the incentive payment is higher than estimated, the Company will pay you
a lump sum prior to June 1, 1998, which is the actuarial equivalent of the
difference.
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December 8, 1997
Page 2
3. Vesting of Outstanding Stock Options
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Although certain of your options to purchase Company stock are not yet vested,
the Management Compensation Committee has resolved to accelerate the vesting of
all of your outstanding stock options as a consequence of your retirement, so
that all of your options are exercisable as of December 31, 1997. A complete
summary of your stock options is attached.
4. Restricted Stock
----------------
The Company will accelerate the vesting and eliminate the restrictions on the
bonus deferrals portion of your outstanding Company restricted stock, which is
also reflected on our attached exhibit, as of the first business day of 1998
(i.e., January 2, 1998). The special retention grant dated January 25, 1995 and
the corresponding cash performance bonus which accompanied this grant will vest
as originally provided, respectively on December 31, 1998 (stock) and on January
1, 1999 (cash).
5. Performance Share Plan
----------------------
You currently participate in the Company's Performance Share Plan and have
outstanding awards for the years 1995-1997, 1996-1998, and 1997-1999. Pursuant
to the current terms of the plan, you will receive a pro rata payment (two
thirds of the payment due for 1996-1998 and one-third of the payment due for
1997-1999) of the awards as earned at the time they would normally be paid to
the participants who remain actively employed. The award for earned 1995-1997
will be paid to you in full at the normal time in February, 1998. These
payments will al be made in cash.
6. Executive Perquisites
---------------------
(a) You will continue to receive executive financial planning and tax services
at the Company's expense for the rest of your life, with a maximum
reimbursable amount of $50,000 for 1998 and $15,000 per calendar year
thereafter.
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December 8, 1997
Page 3
(b) The Company will pay your membership dues at a local golf club of the
Company's choice through December 31, 1998.
(c) The Company will pay the cost of your personal excess liability insurance,
with an indemnity of $5,000,000, through December 31, 1998.
(d) The Company will reimburse you for the cost of an executive physical
examination either in 1998 or 1999, subject to the standard $1,000 maximum
reimbursement amount.
(e) The Company will provide you with secretarial support during 1998 and 1999.
(f) The Company will provide you with tax gross-up payments on the above
perquisites to the degree that it would normally do so for active executive
employees.
7. Directorships
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You have agreed to continue to serve as a member of the Boards of Directors of
Equifax Inc. and Equifax Canada Inc. through December 31, 1998.
8. Noncompetition and Nondisparagement
-----------------------------------
For a period of two years commencing January 1, 1998, you will not engage in any
business activities which are directly competitive with the Company's business
as and where it is carried on at the time of your retirement on December 31,
1997. As the chief executive officer of the Company, you have unique knowledge
of the Company's business and have been actively involved in the management of
that business wherever it has been carried on throughout the world. You
acknowledge that your agreement not to compete with the Company cannot therefore
be limited geographically in any practical way. For purposes of this agreement,
you will be deemed to be engaged in business directly competitive with the
Company's business whether that competition
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December 8, 1997
Page 4
consists of active employment, or serving as an officer or director or owner of
more than 1% of a company which is a competitor of the Company. The Company's
business, for these purposes, consists of (i) credit reporting, (ii) credit card
processing and support, (iii) check guarantee or authorization, and (iv)
collection of debt.
You and the Company further agree that, during the two years commencing January
1, 1998, neither will make any disparaging remarks concerning each other. You
also acknowledge that you have signed, on August 3, 1989, a Confidentiality and
Assignment Agreement which remains in effect with the Company.
9. Release
-------
You acknowledge that the payments referred to above are in lieu of any payments
to which you might be entitled under the Company's Severance Pay Plan. In
consideration of the additional payments and privileges provided to you as
described in this agreement, you acknowledge that you have no legal or other
claims against the Company, its subsidiaries, or their officers, directors,
employees, former employees, agents or shareholders, and that you will bring no
such claims pertaining to any matter or condition which may have occurred prior
to the date on which you execute this agreement. You hereby release all of
those parties from liability for any claims which you may currently have,
whether related to your employment or otherwise, including any claims under the
Age Discrimination in Employment Act, or any other state or federal law. This
agreement and release is voluntary on your part. You understand that you have
twenty-one (21) days to consider signing this agreement, and that you may revoke
it within seven (7) days of signing and returning it to Equifax. It will become
effective on the eighth day after you sign and return it.
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December 8, 1997
Page 5
The Company agrees that it has no claim against you and will bring no claim with
respect to any actions taken or failed to be taken by you prior to the date of
this agreement.
This agreement supersedes any prior agreement, verbal or otherwise, relating to
your retirement from the Company.
Sincerely,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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JTC:cbp
Attachments
Agreed to this 8th day of December, 1997.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Copy to: ▇. ▇. ▇▇▇▇▇▇, ▇▇., Chairman
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇ STOCK OPTION SUMMARY
Option Date Unvested Shares Option Price
----------- --------------- ------------
1/26/94 14,320 $10.6934
1/25/95 57,279 $12.4938
1/31/96 42,959 $16.2583
1/31/96 42,959 $19.5099
1/31/96 42,959 $21.1362
▇. ▇. ▇▇▇▇▇▇▇▇▇▇▇ RESTRICTED STOCK GRANT SUMMARY
Date of Grant # Shares
------------- --------
Bonus Deferrals 1/26/94 14,579
1/25/95 17,706
1/31/96 10,580
1/29/97 17,093
Retention Grant 1/25/95 38,949