EXHIBIT 10.7
EQUIFAX INC.
INCENTIVE STOCK OPTION AGREEMENT
Number of Shares:
Option Price: See Attachment "A"
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. Omnibus Stock Incentive Plan (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").
2. Basic Terms and Conditions. The Option is subject to the following basic
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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 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 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 receipt of the notice or any
later date specified in 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), 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 is not
exercisable after termination of Participant's employment with the
Company or a Subsidiary.
(i) Elimination of Position. Except as provided in subparagraph (iv)
-----------------------
below or 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 the
right to exercise the Option with respect to that portion of the
Number of Shares for which the Option was exercisable on the date
of termination pursuant to subparagraph 2(b), and paragraph 3 if
applicable, and no other portion. That right will continue 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 the right to exercise the Option with respect to that
portion of the Number of Shares for which the Option was
exercisable on the date of termination pursuant to
2
subparagraph 2(b), and paragraph 3 if applicable, and no other
portion. That right will continue 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, or in
the absence of an applicable retirement plan, as determined by
the Committee.
(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 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 exercisable on the last date of Participant's active
employment pursuant to subparagraph 2(b), and paragraph 3 if
applicable, and no other portion. 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. If the termination of Participant's employment results
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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 exercisable on the
date of Participant's death pursuant to subparagraph 2(b), and
paragraph 3 if applicable, and no other portion. That right will
continue 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, 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
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 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 was not yet 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
---------------------
"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
-----------------
provision of this Agreement otherwise would entitle Participant to receive
a fractional share, that fraction will be disregarded.
6. Limitation on Acceleration. Notwithstanding any other provision to the
--------------------------
contrary, this option may not be exercisable and, without the Participant's
consent, the exercisability of this option may not be accelerated so that
the shares for which the option (and all other incentive stock options
granted to the Participant by the Company or a Subsidiary) are first
exercisable in any calendar year have a Fair Market Value (determined on
the Date of Grant) exceeding $100,000.
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 the Company or Subsidiary
otherwise may have to terminate Participant's employment at any time.
4
8. Change in Capital Structure. The terms of this Option will be adjusted as
---------------------------
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 424(a) or any
successor provision of the Code applies.
9. Governing Law. The Agreement is governed by the laws of the State of
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Georgia.
10. Conflicts. If provisions of the Plan in effect on the Date of Grant and the
---------
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.
11. Participant Bound by Plan. Participant acknowledges receiving a copy of
-------------------------
the Plan and agrees to be bound by all its terms and provisions.
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
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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
President and CEO
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EQUIFAX INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
Number of Shares:
Option Price: See Attachment "A"
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. Omnibus Stock Incentive Plan (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 422A of the Internal Revenue Code of 1986 (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 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 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 receipt of the notice or any
later date specified in 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), 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 is not
exercisable after termination of Participant's employment with the
Company or a Subsidiary.
(i) Elimination of Position. Except as provided in subparagraph
-----------------------
(iv) below or 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 the right to exercise the Option with respect to that
portion of the Number of Shares for which the Option was
exercisable on the date of termination pursuant to subparagraph
2(b), and paragraph 3 if applicable, and no other portion. That
right will continue until the earlier of the last day of the
twelve (12) month period following termination of employment or
the Expiration Date.
2
(ii) Retirement. Except as provided in subparagraph (iv) below or
----------
paragraph 3, if the termination of Participant's employment
results from Participant's Retirement, 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 exercisable on the date of termination pursuant to
subparagraph 2(b), and paragraph 3 if applicable, and no other
portion. That right will continue 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, or in the absence of an applicable retirement plan, as
determined by the Committee.
(iii) Disability. Except as provided in subparagraph (iv) below or
----------
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 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 exercisable on the last date of Participant's active
employment pursuant to subparagraph 2(b), and paragraph 3 if
applicable, and no other portion. 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. 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 exercisable on
the date of Participant's death pursuant to subparagraph 2(b),
and paragraph 3 if applicable, and no other portion. That right
will continue 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, or paragraph 3, the
remaining period during which the Option will be exercisable
(by Participant's estate, or the person(s) to
3
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 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 was not yet 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
---------------------
"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
-----------------
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
--------------------------------
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
---------------------------
the Committee determines is equitably required if the Company (a)
4
effects one or more stock dividends, stock splits, subdivisions or
consolidations of shares or (b) engages in a transaction to which section
424(a) or any successor provision of the Code applies.
8. Governing Law. The Agreement is governed by the laws of the State of
-------------
Georgia.
9. Conflicts. If provisions of the Plan in effect on the Date of Grant and the
---------
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
-------------------------
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
--------------
Agreement is binding on and extends to the legatees, distributes, and
personal representatives of Participant and the successors of the Company.
12. 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 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:
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ---------------------------------------
President and CEO Print Participant's Signature
5