Exhibit 10.27


 


EQUIFAX INC.


2000 STOCK INCENTIVE PLAN


FORM OF EXECUTIVE OFFICER


DEFERRED SHARE AWARD AGREEMENT


 


                This
Deferred Share Award Agreement (the “Agreement”) is dated as of the 20th day of December, 2004 and is entered into between Equifax Inc.,
a Georgia corporation (the “Company”), and «Employee_Name» (the “Employee”).


 


                In consideration of the
mutual promises set forth below, the parties hereto agree as follows.


 


1.             Grant of Deferred
Shares.  Subject to the terms
and conditions of this Agreement and the Equifax Inc. 2000 Stock Incentive Plan
(the “Plan”), the terms of which are hereby incorporated herein by reference,
effective as of the date set forth above (“Grant Date”), the Company hereby
grants to the Employee «Shares»
restricted stock units in the form of Deferred Shares under the
Plan.  Capitalized terms used but not
defined in this Agreement shall have the meaning specified in the Plan.


 


2.             Vesting. 
Subject to Section 3 below, the Deferred Shares shall vest on or after
the date(s) (the “Vesting Date(s)”) set forth below.  Prior to the Vesting Date, the Deferred
Shares shall be nontransferable and, except as otherwise provided herein, shall
be forfeited upon the Employee’s termination of employment with the Company and
its Subsidiaries.


 


	
   

  	
   

  	
  Percentage
  of

  
	
  Vesting
  Date

  	
   

  	
  Deferred
  Shares Vested

  
	
  December 20, 2005

  	
   

  	
  0%

  
	
  December 20, 2006

  	
   

  	
  0%

  
	
  December 20, 2007

  	
   

  	
  33
  1/3%

  
	
  December 20, 2008

  	
   

  	
  66
  2/3%

  
	
  December 20, 2009

  	
   

  	
  100%

  



 


The Committee which
administers the Plan reserves the right, in its sole discretion, to waive or
reduce the vesting requirements.


 





















 


3.             Termination of Employment.


                (a)           Termination by Death or for Disability.  In the event the Employee dies or becomes
Disabled while actively employed by the Company, all outstanding unvested Deferred
Shares shall immediately become nonforfeitable and transferable as of the date
of Employee’s death or termination as a result of becoming Disabled.  For purposes of this Agreement, “Disabled”
shall mean the Employee has been determined to be disabled (i) under the
Equifax Pension Plan, (ii) under the Company’s long-term disability plan
covering the Employee, or (iii) in accordance with standards established by the
Committee relating to the Employee’s inability to perform his duties as a
result of injury or sickness.


 


                (b)           Termination for Cause or Voluntary
Termination.  If the Employee’s
employment with the Company is terminated by the Company for Cause or Employee
voluntarily terminates employment without Good Reason, all outstanding unvested
Deferred Shares granted to Employee shall expire immediately, and the
Employee’s right to any such Deferred Shares shall terminate immediately upon
the date that the Committee determines is the Employee’s date of termination of
employment.


 


                For
purposes of this Agreement, termination for “Cause” means termination by the
Company of Employee’s employment upon (i) Employee’s willful and continued
failure to substantially perform Employee’s duties with the Company (other than
any failure resulting from Employee’s incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to
Employee by the Chief Executive Officer of the Company that specifically
identifies the manner in which the Chief Executive Officer believes that the
Employee has not substantially performed his duties, or (b) Employee’s
willfully engaging in misconduct that is materially injurious to the Company,
monetarily or otherwise.  For purposes of
this Section 3(b), no act, or failure to act, on the Employee’s part will be
considered “willful” unless done, or omitted to be done, by Employee not in
good faith and without reasonable belief that his action or omission was in the
best interest of the Company.


 


                For
purposes of this Agreement, termination of employment for “Good Reason” shall
mean termination by Employee of his employment based on:


 


(i)            A material diminution in Employee’s
duties or responsibilities from those in effect on the date hereof provided
that it shall not constitute Good Reason under this subsection (i) if
Employee’s job is changed or Employee is reassigned to another position if the
status and responsibilities of Employee’s job remain comparable; or


 


(ii)           A reduction by the Company in
Employee’s base salary as in effect on the date hereof or as the Employee’s
salary may be increased from time to time; or


 


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(iii)          A failure by the Company to continue
the Company’s incentive compensation plan(s) (“Incentive Plan”), as it may be
modified from time to time, substantially in the form in effect as of the date
hereof, or a failure by the Company to continue the Employee as a participant
in the Incentive Plan on at least the basis of Employee’s participation as of
the date hereof or to pay Employee the amounts that Employee would be entitled
to receive in accordance with the Incentive Plan; or


 


(iv)          The Company’s requiring Employee to be
based more than thirty-five (35) miles from the location where Employee is
based as of the date hereof, except for required travel on the Company’s
business to an extent substantially consistent with Employee’s business travel
obligations as of the date hereof, or if Employee consents to that relocation,
the failure by the Company to pay (or reimburse Employee for) all reasonable
moving expenses incurred by Employee or to indemnify Employee against any loss
realized in the sale of Employee’s principal residence in connection with that
relocation;


 


(v)           The failure by the Company to
continue in effect any retirement or compensation plan, supplemental retirement
plan, performance share plan, stock option plan, life insurance plan, health
and accident plan, disability plan or any other benefit plan in which Employee
is participating as of the date hereof (or provide substitute plans providing
Employee with substantially similar benefits), the taking of any action by the
Company that would adversely affect Employee’s participation or materially
reduce Employee’s benefits under any of those plans or deprive Employee of any material
fringe benefit enjoyed by Employee as of the date hereof, or the failure by the
Company to provide Employee with the number of paid vacation days to which
Employee is then entitled in accordance with the Company’s normal vacation
practices in effect as of the date hereof; or


 


(vi)          The failure by the Company to obtain
the assumption of the agreement to perform this Agreement by any successor to
the assets or business of the Company.


 


 


                (c)           Termination Without Cause or With
Good Reason.  If the Employee’s
employment with the Company is terminated by the Company without Cause or the
Employee terminates his employment with Good Reason, all outstanding unvested
Deferred Shares shall immediately become nonforfeitable and transferable as of
the date of Employee’s termination.


 


                (d)           Termination by Retirement.  If the Employee’s employment with the Company
is terminated by his Retirement, outstanding unvested Deferred Shares shall
vest in accordance with the schedule set forth below based upon Employee’s date
of Retirement, with any additional vesting under such schedule becoming
effective on the date of


 


 


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Retirement. 
The unvested Deferred Shares that do not become vested in accordance
with such schedule shall be forfeited and expire immediately on the date of the
Employee’s Retirement.


 


	
   

  	
   

  	
  Percentage of

  
	
  Date of Retirement

  	
   

  	
  Deferred Shares Vested

  
	
  Prior
  to December 20, 2005

  	
   

  	
  33 1/3%

  
	
  On
  or After December 20, 2005, 

  	
   

  	
  66 2/3%

  
	
  but
  prior to December 20, 2006

  	
   

  	
   

  
	
  On
  or After December 20, 2006

  	
   

  	
  100%

  



 


For purposes of this Agreement, “Retirement”
means Employee’s termination of employment with the Company or a Subsidiary
(other than by the Company or a Subsidiary for Cause) at a time when Employee
is eligible for immediate benefits under the Equifax Pension Plan, or in the
absence of coverage under such plan or another applicable retirement plan, as
determined by the Committee.


 


                (e)           Change in Control.  In the event a Change in Control occurs while
the Employee is employed by the Company, all of the Deferred Shares awarded
pursuant to this Agreement shall become nonforfeitable and transferable as of
the date on which the Change in Control occurs.


 


                (f)             
Employment with a Subsidiary. 
For purposes of this Section and Section
13, employment with the Company includes employment with any
Subsidiary of the Company.


 


4.             Cancellation
and Rescission of Deferred Shares.


 


(a)           If, at any time, (i) during the
Employee’s employment with the Company or (ii) during the one-year period after
the Employee’s termination of employment with the Company for any reason, an
Employee engages in any “Detrimental Activity” (as defined in subsection (b)
below), the Committee may, notwithstanding any other provision in this
Agreement to the contrary, cancel, rescind, or otherwise forfeit the Employee’s
rights to the Deferred Shares as of the first date the Employee engaged in the
Detrimental Activity, as determined by the Committee.  Without limiting the generality of the
foregoing, the Committee may also require the Employee  to pay to the Company any gain realized by
the Employee due to the vesting or delivery of the Deferred Shares during the
period beginning six (6) months prior to the date on which Participant engaged
or began engaging in Detrimental Activity.


 


(b)           For purposes of this Agreement,
“Detrimental Activity” shall mean and include any of the following:


 


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(i)            the breach or
violation of any other agreement between Employee and the Company relating to
the protection of Confidential Information or Trade Secrets, the solicitation
of employees, customers or suppliers, or the refraining from competition with
the Company;


 


(ii)           the disclosure,
reproduction or use of Confidential Information or Trade Secrets (each as
defined below) for the benefit of the Employee or third parties except in
connection with the performance of the Employee’s duties for the Company or,
after advance notice to the Company, as required by a valid order or subpoena
issued by a court or administrative agency of competent jurisdiction;


 


(iii)          the use,
reproduction, disclosure or distribution of any information which the Company
is required to hold confidential under applicable federal and state laws and
regulations, including the federal Fair Credit Reporting Act (15 U.S.C. § 1681
et. Seq.) and any state credit reporting statutes;


 


(iv)          the making, or
causing or attempting to cause any other person to make, any statement, either
written or oral, or conveying any information about the Company which is
disparaging or which in any way reflects negatively upon the Company;


 


(v)           the solicitation or
attempt to solicit any customer or actively targeted potential customer of the
Company with whom the Employee had material contact on the Company’s behalf
during the 12 months immediately preceding the Employee’s termination of
employment;


 


(vi)          the solicitation or
recruitment, attempt to solicit or recruit, or the assistance of others in
soliciting or recruiting, any individual who is or was, within 6 months of the
date in question, an employee of the Company unless such former employee was
terminated by the Company without Cause, or the inducement of (or attempt to
induce) any such employee of the Company to terminate his employment with the
Company; or


 


(vii)         the refusal or
failure of an Employee to provide, upon the request of the Company, a
certification, in a form satisfactory to the Company, that he or she is in full
compliance with the terms and conditions of the Plan and this Agreement,
including, without limitation, a certification that the Employee is not
engaging in Detrimental Activity.


 


(c)           “Trade Secret” means information,
including, but not limited to, technical or non-technical data, a formula, a
pattern, a compilation, a program, a device, a method, a technique, a drawing,
a process, financial data, financial plans, product plans, or a list of 


 


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actual or potential Company customers or suppliers which (i) derives
independent economic value, actual or potential, from not being generally known
to, and not being readily ascertainable by proper means by, other persons who
can obtain economic value from its disclosure or use, and (ii) is the subject
of the Company’s efforts that are reasonable under the circumstances to
maintain secrecy; or as otherwise defined by applicable state law.


 


(d)           “Confidential Information” means any
and all knowledge, information, data, methods or plans (other than Trade
Secrets) which are now or at any time in the future developed, used or employed
by the Company which are treated as confidential by the Company and not
generally disclosed by the Company to the public, and which relate to the
business or financial affairs of the Company, including, but not limited to,
financial statements and information, marketing strategies, business
development plans, acquisition or divestiture plans, and product or process
enhancement plans.


 


(e)           Should any provision of this
Paragraph 4 be held to be invalid or illegal, such illegality shall not
invalidate the whole of this Paragraph 4, but, rather, the Plan shall be
construed as if it did not contain the illegal part or be narrowed to permit
its enforcement, and the rights and obligations of the parties shall be construed
and enforced accordingly.


 


5.             Stock
Certificates.  Stock
certificates evidencing the Deferred Shares shall be issued as of the Vesting
Date and registered in the Employee’s name (or evidenced by a book entry or
similar account).  Subject to Section 8
of this Agreement, certificates (or appropriate evidence of ownership)
representing the unrestricted Common Shares will be delivered to the Employee
(or to a party designated by the Employee) as soon as practicable after the
Vesting Date.


 


6.             Release. 
To be entitled to the accelerated vesting of the Deferred Shares under
Section 3(c), Employee shall sign a release of claims in the form attached
hereto as Exhibit A and the accelerated vesting of such Deferred Shares shall
not become effective until such release has been properly executed and
delivered, and until any revocation period has expired.


 


7.             Dividends. 
Employees granted Deferred Shares shall not be entitled to receive any
cash dividends, stock dividends or other distributions paid with respect to the
Common Shares, except in circumstances where the distribution is covered by
Section 18 below.


 


8.             Tax Withholding Obligations.  The Employee shall be required to deposit
with the Company an amount of cash equal to the amount determined by the
Company to be required with respect to any withholding taxes, FICA
contributions, or the like under any federal, state, or local statute,
ordinance, rule, or regulation in connection with the award, deferral, or
settlement of the Deferred Shares. 
Alternatively, the Company may, at its sole 


 


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election, withhold the required amounts from the Employee’s pay during
the pay periods next following the date on which any such applicable tax
liability otherwise arises.  The Committee,
in its discretion, may permit the Employee, subject to such conditions as the
Committee shall require, to elect to have the Company withhold a number of
Common Shares otherwise deliverable having a Fair Market Value sufficient to
satisfy the statutory minimum of all or part of the Employee’s estimated total
federal, state, and local tax obligations associated with vesting or settlement
of the Deferred Shares.  The Company
shall not deliver any of the Common Shares until and unless the Employee has made
the deposit required herein or proper provision for required withholding has
been made.


 


9.             Restrictions on Transferability.  Until the Deferred Shares are vested as
provided above, they may not be sold, transferred, pledged, assigned, or
otherwise alienated at any time.  Any
attempt to do so contrary to the provisions hereof shall be null and void.


 


10.           Rights as Shareholder.  Except as provided in Section 7, the Employee
shall not have voting or any other rights as a shareholder of the Company with
respect to the Deferred Shares.  Upon
settlement of the Deferred Share units into Common Shares, the Employee will
obtain full voting and other rights as a shareholder of the Company.


 


11.           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
Employee, 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.


 


12.           Effect on Other Employee Benefit Plans.  The value of the Deferred Shares granted
pursuant to this Agreement shall not be included as compensation, earnings,
salaries, or other similar terms used when calculating the Employee’s benefits
under any employee benefit plan sponsored by the Company or any Subsidiary
except as such plan otherwise expressly provides.


 


13.           No Employment Rights.  The award of the Deferred Shares pursuant to
this Agreement shall not give the Employee any right to remain employed by the
Company or a Subsidiary, nor shall it interfere with or restrict the Company’s
right to terminate the Employee’s employment at any time.


 


14.           Amendment. 
This Agreement may be amended only by a writing executed by the Company
and the Employee 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


 


 


 


7





















 


as a copy of such amendment is delivered to the Employee, and provided
that no such amendment adversely affecting the rights of the Employee,
hereunder may be made without the Employee’s written consent.  Without limiting the foregoing, the Committee
reserves the right to change, by written notice to the Employee, the provisions
of the Deferred 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
Deferred Shares which are then subject to restrictions as provided herein.


 


15.           Notices. 
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary.  Any notice to be given to Employee shall be
addressed to Employee at the address listed in the Company’s records.  By a notice given pursuant to this Section,
either party may designate a different address for notices.  Any notice shall have been deemed given when
actually delivered.


 


16.           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.


 


17.           Construction.  The restricted stock units are being issued
in the form of Deferred Shares pursuant to Section 8 (Deferred Shares) 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.


 


18.           Adjustments to Deferred Shares.  The terms of this Deferred Share Award
Agreement will be adjusted in such manner as the Committee determines in
accordance with Section 10 of the Plan and any such adjustment shall be
effective and final, binding and conclusive for all purposes of this Agreement


 


19.           Governing Law.  This Agreement will be governed by and
enforced in accordance with the laws of the State of Georgia.


 


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                IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement
effective as of the day and year first above written.


 


 


	
  Employee

  	
   

  	
   

  	
  EQUIFAX INC

  
	
   

  	
   

  	
   

  	
  

  
	
  By:

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  



 


 


 


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