EXHIBIT 10.10


 


EQUIFAX INC. 2008 OMNIBUS INCENTIVE PLAN


 


EMPLOYEE
RESTRICTED STOCK UNIT AGREEMENT


 


[Participant]


 


Number of Shares Subject to Award: [Number of Shares]


 


Date of Grant:  [Grant Date]


 


Pursuant to the Equifax Inc.
2008 Omnibus Incentive Plan (the “Plan”), Equifax Inc., a Georgia corporation
(the “Company”), has granted the above-named participant (“Participant”)
Restricted Stock Units (the “Award”) entitling Participant to receive such
number of shares of Company common stock (the “Shares”) as is set forth above
on the terms and conditions set forth in this agreement (this “Agreement”) and
the Plan.  Capitalized terms used in this
Agreement and not defined herein shall have the meanings set forth in the Plan.


 


1.    Grant Date.  The Award is granted to Participant on the
Date of Grant (the “Grant Date”) set forth above.


 


2.    Vesting.  Subject to earlier vesting in accordance with
Sections 3 or 4 below, the right to the Shares shall vest on the third
anniversary of the Grant Date (the “Vesting Date”). 
Prior to the Vesting Date, the Restricted Stock Units subject to the
Award shall be nontransferable and, except as otherwise provided herein, shall
be immediately forfeited upon Participant’s termination of employment with the
Company and its Subsidiaries.   The
Committee which administers the Plan reserves the right, in its sole
discretion, to waive or reduce the vesting requirements.


 


3.   Termination of Employment.  Participant’s unvested Shares subject to the
Award shall become vested and nonforfeitable after termination of Participant’s
employment with the Company or a Subsidiary under the following circumstances:


 


(a)  Death or Disability. 
If termination results from Participant’s death or Disability (as such
terms are defined in the Plan), then all unvested Shares subject to the Award
shall immediately become vested and nonforfeitable and subject to immediate
settlement and transfer under Section 7 as of the date of Participant’s
death or termination due to Disability.


 


(b)   Retirement.  If termination results from Participant’s
Retirement (as such term is defined in the Plan) from the Company or a
Subsidiary (other than for Cause), all unvested Shares subject to the Award
shall continue to vest after the Participant’s Retirement date and shall become
nonforfeitable and subject to settlement and transfer under Section 7 on
the Vesting Date.


 


4.    Change of
Control.  If a Change of
Control occurs while Participant is employed by the Company or a Subsidiary,
then all unvested Shares subject to the Award shall immediately become vested
and nonforfeitable and subject to settlement and transfer under Section 7
as of the date on which the Change of Control occurs; provided, however, if the
Change of Control does not constitute a change in the ownership or effective
control of the Company or a change in the ownership of a substantial portion of
the assets of the Company as provided under Section 409A and the
regulations and other guidance promulgated thereunder, the right to the Shares
subject to the Award shall vest as of the date of the Change of Control but the
settlement and transfer of the Shares under Section 7 shall not occur
until the Vesting Date.


 


1

















 


5.   Cancellation
and Rescission of Award.


 


(a)   If,
at any time, (i) during Participant’s employment with the Company or a
Subsidiary or (ii) during the period after Participant’s termination of
employment with the Company or any Subsidiary for any reason, but not to exceed
24 months following Participant’s termination of employment, Participant
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, suspend, withhold or otherwise restrict or limit
this Award as of the first date Participant engaged in the Detrimental
Activity, as determined by the Committee. 
Without limiting the generality of the foregoing, the Committee may also
require Participant to pay to the Company any gain realized by Participant from
the Shares subject to the Award during the period beginning six 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:


 


(i)    the breach or violation of any other agreement between
Participant and the Company relating to protection of Confidential Information
or Trade Secrets, solicitation of employees, customers or suppliers, or 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
Participant or third parties except in connection with the performance of
Participant’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 Participant
had material contact on the Company’s behalf during the 12 months immediately
preceding Participant’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 Participant 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 Participant 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 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 


 


2

















 


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.


 


6.   Termination for Cause.  If Participant’s employment with the Company
or a Subsidiary is terminated for Cause, the Committee may, notwithstanding any
other provision in this Agreement to the contrary, cancel, rescind, suspend,
withhold or otherwise restrict or limit this Award as of the date of
termination for Cause. Without limiting the generality of the foregoing, the
Committee may also require Participant to pay to the Company any gain realized
by Participant from the Shares subject to the Award during the period beginning
six months prior to the date on which Participant engaged or began engaging in
conduct that led to his or her 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 or any Subsidiary (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 Section, 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.


 


7.   Transfer of Vested Shares. 
Stock certificates (or appropriate evidence of ownership) representing the
unrestricted Shares will be delivered to the Participant (or to a party
designated by the Participant) as soon as practicable after (but no later than
90 days after) the Vesting Date or event set forth in Sections 3 or 4;
provided, however, if the Participant has properly elected to defer delivery of
the Shares pursuant to a plan or program of the Company, the Shares shall be
issued and delivered as provided in such plan or program.


 


8.   Dividends.  Participants granted
the Award shall not be entitled to receive any cash dividends, stock dividends
or other distributions paid with respect to the Shares, except in circumstances
where the distribution is covered by Section 14 below.


 


9.   Non-Transferability
of Award. 
Subject to any valid deferral election, until the Shares have been issued under
this Award, the Shares issuable hereunder and the rights and privileges
conferred hereby may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated by operation of law or otherwise (except as permitted
by the Plan).  Any attempt to do so contrary to the provisions hereof
shall be null and void.


 


10.   Conditions to Issuance of
Shares.  The Shares
deliverable to Participant hereunder may be either previously authorized but
unissued Shares or issued Shares which have been reacquired by the Company.  The Company shall not be required to issue
any certificate or certificates for Shares prior to fulfillment of all of the
following conditions: (a) the admission of such Shares to listing on all
stock exchanges on which such class of stock is then listed; (b) the
completion of any registration or other qualification of such Shares under any
state or federal law or under the rulings and regulations of the Securities and
Exchange Commission or any other governmental regulatory body, which the
Committee shall, in its discretion, deem necessary or advisable; (c) the
obtaining of any approval or other clearance from any state or federal
governmental agency, which the Committee shall, in its discretion, determine to
be necessary or advisable; and (d) the lapse of such reasonable period of
time following the grant of the Shares as the Committee may establish from time
to time for reasons of administrative convenience.


 


11.   No  Rights as Shareholder. 
Except as provided in Section 8, the Participant shall not have voting or
any other rights as a shareholder of the Company with respect to the unvested
Shares.  Upon settlement of the Award into Shares, the Participant will
obtain full voting and other rights as a shareholder of the Company with
respect to such Shares.


 


12.   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 Participant, 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.


 


3

















 


13.   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.


 


14.   Adjustments in Capital Structure.  In the event of a change in corporate
capitalization as described in Section 18 of the Plan, the Committee shall
make appropriate adjustments to the number and class of Shares or other stock
or securities subject to the Award.  The
Committee’s adjustments shall be effective and final, binding and conclusive
for all purposes of this Agreement.


 


15.   Taxes.  Regardless of any action the Company or a
Subsidiary (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related
Items”), Participant acknowledges and agrees that the ultimate liability for
all Tax-Related Items legally due by him or her is and remains Participant’s
responsibility and that the Company and/or the Employer (i) make no
representations nor undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of this Award, including the grant or vesting of
the Shares subject to this Award, the subsequent sale of Shares acquired
pursuant to such vesting and receipt of any dividends; and (ii) do not
commit to structure the terms or the grant or any aspect of this Award to
reduce or eliminate Participant’s liability for Tax-Related Items.  Upon the vesting and delivery of Shares
subject to this Award, Participant shall pay or make adequate arrangements
satisfactory to the Company and or the Employer to withhold all applicable
Tax-Related Items legally payable from Participant’s wages or other cash
compensation paid to Participant by the Company and or the Employer or from
proceeds of the sale of Shares. 
Alternatively, or in addition, if permissible under local law, the
Company may (1) sell or arrange for sale of Shares that Participant
acquires to meet the required withholding obligations for Tax-Related Items,
and or (2) satisfy in Shares, provided that the Company only withholds the
amount of Shares necessary to withhold the required minimum withholding
amount.  In addition, Participant shall
pay the Company or the Employer any amount of Tax-Related Items that the
Company or the Employer may be required to withhold as a result of Participant’s
participation in the Plan or Participant’s purchase of Shares that cannot be
satisfied by the means previously described. 
The Company may refuse to honor the exercise and refuse to deliver the
Shares if Participant fails to comply with Participant’s obligations in
connection with the Tax-Related Items.


 


16.   Consents.  By accepting the grant of this Award,
Participant acknowledges and agrees that: (i) the Plan is established
voluntarily by the Company, it is discretionary in nature and may be modified,
amended, suspended or terminated by the Company at any time unless otherwise
provided in the Plan or this Agreement; (ii) the grant of this Award is
voluntary and occasional and does not create any contractual or other right to
receive future grants of Shares, or benefits in lieu of Shares, even if Shares
have been granted repeatedly in the past; (iii) all decisions with respect
to future grants, if any, will be at the sole discretion of the Company; (iv) the
Participant’s participation in the Plan shall not create a right of further
employment with the Company and shall not interfere with the ability of the
Company to terminate Participant’s employment relationship at any time with or
without cause and it is expressly agreed and understood that employment is
terminable at the will of either party, insofar as permitted by law; (v) Participant
is participating voluntarily in the Plan; (vi) this Award is an
extraordinary item that is outside the scope of Participant’s employment
contract, if any; (vii) this Award is not part of normal or expected
compensation or salary for any purposes, including but not limited to
calculating any severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments insofar as permitted by law; (viii) in the event
Participant is not an employee of the Company, this Award will not be
interpreted to form an employment contract or relationship with the Company or
any Subsidiary or Affiliate; (ix) the future value of the underlying
Shares is unknown and cannot be predicted with certainty; (x) the value of
those Shares may increase or decrease in value; (xi) in consideration of the
grant of this Award, no claim or entitlement to compensation or damages shall
arise from termination of this Award or diminution in value of Shares subject
to the Award resulting from termination of Participant’s employment by the
Company or the Employer (for any reason whatsoever and whether or not in breach
of local labor laws) and Participant irrevocably releases the Company and the
Employer from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen,
then, by accepting the terms of this Agreement, Participant shall be deemed
irrevocably to have waived any entitlement to pursue such claim; and (xii)
except as otherwise expressly provided in the Plan, in the event of involuntary
termination of employment (whether or not in breach of local labor laws),
Participant’s right to receive Awards under the Plan, if any, will terminate
effective as of the date that Participant is no longer actively employed and
will not be extended by any notice period mandated under local law; furthermore,
in the event of involuntary termination of employment (whether or not in breach
of local labor 


 


4

















 


laws), Participant’s right to this Award after
termination of employment, if any, will be measured by the date of termination
of Participant’s active employment and will not be extended by any notice
period mandated under local law; the Committee shall have the exclusive
discretion to determine when Participant is no longer actively employed for
purposes of this Award.


 


17.   Consent for Accumulation and Transfer of
Data.  Participant
consents to the accumulation and transfer of data concerning him or her and the
Award to and from the Company and UBS, or such other agent as may administer
the Plan on behalf of the Company from time to time.  In addition, Participant understands that the
Company holds certain personal information about Participant, including but not
limited to his or her name, home address, telephone number, date of birth,
social security number, salary, nationality, job title, and details of all
options awarded, vested, unvested, or expired (the “personal data”).  Certain personal data may also constitute “sensitive
personal data” within the meaning of applicable local law.  Such data include but are not limited to
information provided above and any changes thereto and other appropriate
personal and financial data about Participant. 
Participant hereby provides explicit consent to the Company to process
any such personal data and sensitive personal data.  Participant also hereby provides explicit
consent to the Company to transfer any such personal data and sensitive
personal data outside the country in which Participant is employed, and to the
United States.  The legal persons for
whom such personal data are intended are the Company, UBS, and any company
providing services to the Company in connection with compensation planning
purposes or the administration of the Plan.


 


18.   Plan Information.  Participant agrees to receive copies of the
Plan, the Plan prospectus and other Plan information, including information
prepared to comply with laws outside the United States, from the Plan website
referenced above and shareholder information, including copies of any annual
report, proxy statement, Form  10-K, Form 10-Q, Form 8-K and
other information filed with the SEC, from the investor relations section of
the Equifax website at www.equifax.com. 
Participant acknowledges that copies of the Plan, Plan prospectus, Plan
information and shareholder information are available upon written or
telephonic request to the Company’s Corporate Secretary.


 


19.   Plan Incorporated by Reference; Conflicts.  The Plan and this Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof, and may not
be modified adversely to Participant’s interest except by means of a writing
signed by the Company and Participant. 
Notwithstanding the foregoing, nothing in the Plan or this Agreement
shall affect the validity or interpretation of any duly authorized written
agreement between the Company and Participant under which an Award properly
granted under and pursuant to the Plan serves as any part of the consideration
furnished to Participant.  If provisions
of the Plan and this Agreement conflict, the Plan provisions will govern.


 


20.   Participant Bound by Plan.  Participant acknowledges receiving a summary of
the Plan, and agrees to be bound by all the terms and conditions of the
Plan.  Except as limited by the Plan or
this Agreement, this Agreement is binding on and extends to the legatees,
distributees and personal representatives of Participant and the successors of
the Company.


 


21.   Governing
Law.  This Agreement has
been made in and shall be construed under and in accordance with the laws of
the State of Georgia, USA without regard to conflict of law provisions.


 


22.   Translations.  If Participant has received this or any
other document related to the Plan translated into any language other than
English and if the translated version is different than the English version,
the English version will control.


 


23.   Severability.  The provisions
of this Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.


 


24.   Section 409A.


 


(a)   General.  To the extent that the requirements of Code Section 409A
are applicable to this Award, it is the intention of both Company and
Participant that the benefits and rights to which Participant could be entitled



 


5

















 


pursuant to this
Agreement comply with Code Section 409A and the Treasury Regulations and
other guidance promulgated or issued thereunder (“Section 409A”), and the
provisions of this Agreement shall be construed in a manner consistent with
that intention.   The Plan and any Award
Agreements issued thereunder may be amended in any respect deemed by the
Administrator to be necessary in order to preserve compliance with Section 409A.


 


(b)   No Representations as to Section 409A
Compliance.
Notwithstanding the foregoing, Company makes no representation to Participant
that the Shares awarded pursuant to this Agreement are exempt from, or satisfy,
the requirements of Section 409A, and Company shall have no liability or
other obligation to indemnify or hold harmless Participant or any beneficiary
for any tax, additional tax, interest or penalties that Participant or any
beneficiary may incur in the event that any provision of this Agreement, or any
amendment or modification thereof or any other action taken with respect thereto
is deemed to violate any of the requirements of Section 409A.


 


(c)   Six Month Delay for Specified
Participants.


 


(i) If Participant is a “Specified Employee” (as
defined below), then no payment or benefit that is payable on account of
Participant’s “Separation from Service” (as determined by the Company in
accordance with Section 409A) shall be made before the date that is six
months and one day after Participant’s “Separation from Service” (or, if
earlier, the date of Participant’s death) if and to the extent that such
payment or benefit constitutes deferred compensation (or may be nonqualified
deferred compensation) under Section 409A and such deferral is required to
comply with the requirements of Section 409A. Any payment or benefit
delayed by reason of the prior sentence shall be paid out or provided in a
single lump sum at the end of such required delay period in order to catch up
to the original payment schedule.


 


(ii) For purposes of this provision, Participant
shall be considered to be a “Specified Employee” if, at the time of his or her
Separation from Service, Participant is a “key employee”, within the meaning of
Code Section 416(i), of Company (or any person or entity with whom the
Company would be considered a single employer under Section 414(b) or
Section 414(c) of the Code, applying the 20 percent common ownership
standard) any stock in which is publicly traded on an established securities
market or otherwise.


 


(d)   No Acceleration of Payments. Neither Company nor Participant,
individually or in combination, may accelerate any payment or benefit that is
subject to Section 409A, except in compliance with Section 409A and
the provisions of this Agreement, and no amount that is subject to Section 409A
shall be paid prior to the earliest date on which it may be paid without
violating Section 409A.


 


 


	
  PARTICIPANT

  	
   

  	
  EQUIFAX INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  By:

  	
  /s/
  Richard F. Smith

  
	
   

  	
   

  	
  Richard F. Smith

  
	
   

  	
   

  	
  Chairman & CEO

  
	
  (Printed Name)

  	
   

  	
   

  



 


THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING


SECURITIES THAT HAVE BEEN REGISTERED UNDER THE


SECURITIES ACT OF 1933.


 


6