Exhibit
10.28


 


EQUIFAX INC.


2000 STOCK INCENTIVE PLAN


FORM OF DIRECTOR DEFERRED SHARE AWARD AGREEMENT


 


 


                This
Director Deferred Share Award Agreement (the “Agreement”) is dated as of the 7th day of February, 2005 and is entered into between Equifax Inc.,
a Georgia corporation (the “Company”), and Director’s
Name (the “Director”).


 


                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 Director 4,000 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 February
7, 2008 (the “Vesting Date”).  Prior to
the Vesting Date, the Deferred 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 the Director dies or becomes
Disabled while actively serving as a director of the Company, all outstanding
unvested Deferred Shares shall immediately become nonforfeitable and
transferable as of the date of Director’s death or termination as a result of
becoming Disabled.  For purposes of this
Agreement, “Disabled” shall mean the Director has been determined to be
disabled in accordance with standards established by the Committee relating to
the Director’s inability to perform his duties as a result of injury or
sickness.


 


                (b)           Termination by Retirement.  If the Director’s service as a director with
the Company is terminated by his Retirement, all outstanding unvested Deferred
Shares shall immediately vest and become transferable.  For purposes of this Agreement, “Retirement” 


 





















 


means Director’s termination of service as a
director with the Company after the Director has attained age 55 and completed
at least five years of service as a director on the Board.


 


                (c)           Other Termination.  If the Director ceases to serve as director
other than due to death, Disability or Retirement, all outstanding unvested
Deferred Shares shall immediately expire, and the Director’s right to any such
Deferred Shares shall terminate immediately upon the date the Director ceases
to serve as a director.


 


                (d)           Change in Control.  In the event a Change in Control occurs while
the Director is serving as a director of 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.


 


4.             Stock
Certificates.  Stock
certificates (or appropriate evidence of ownership) representing the
unrestricted Common Shares will be delivered to the Director (or to a party
designated by the Director) as soon as practicable after the Vesting Date;
provided, however, if the Director has properly elected to defer delivery of
the Common Shares, the Common Shares shall be issued and delivered as set forth
in any applicable deferral election agreement entered into between the Company
and the Director.


 


5.             Dividends. 
Directors 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 12 below.


 


6.             Restrictions on Transferability.  Subject to any valid deferral election, 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.


 


7.             Rights as Shareholder.  Except as provided in Section 5, the Director
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 Director will
obtain full voting and other rights as a shareholder of the Company.


 


8.             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.


 


 


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9.             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 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.


 


10.           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.


 


11.           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.


 


12.           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


 


13.           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.


 


 


	
  Director

  	
  .

  	
  EQUIFAX INC

  
	
   

  	
   

  	
   

  
	
                                                            

  	
  By:

  	
                                     

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:                                                 

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


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