EXHIBIT 10.9


 


EQUIFAX INC. 2008 OMNIBUS INCENTIVE PLAN


 


NON-QUALIFIED
STOCK OPTION AGREEMENT


 


[Participant]


 


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


 


Option Price: 
$[Option Price]


 


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 (the “Participant”) an Option (the “Award”)
to purchase shares of common stock of the Company (the “Shares”), the terms and
conditions of which are set in this agreement (the “Agreement”) and in the
Plan.  Capitalized terms used in this
Agreement and not defined herein shall have the meanings set forth in the Plan.


 


1.     Grant of Option.  The Company on
the Date of Grant set forth above 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, and
shall not be treated as, an incentive stock option as defined in Section 422
of the Internal Revenue Code of 1986, as amended (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 Sections 2(d) or
3, the Option shall be exercisable with respect to one-third of the Number of
Shares subject to this Option on each of the first three anniversaries of the
Date of Grant so that this Option shall be fully exercisable on the third
anniversary of the Date of Grant, provided the Participant (i) remains
employed by the Company or a Subsidiary or (ii) subject to the provisions
of Section 2(d)(ii), terminates employment by reason of Retirement (as
such term is defined in the Plan).  Once
exercisable, in whole or part, the Option will continue to be so exercisable
until the earlier of the termination of Participant’s rights under Section 2(d) or
3, or the Expiration Date.


 


(c)   Method
of Exercise and Payment for Shares.  In order to exercise
the Option, it must be vested and must not have expired, and Participant must
give written notice in a manner prescribed by the Company from time to time
together with payment of the Option Price to the Company at the Company’s
principal office in Atlanta, Georgia, or as otherwise directed by the
Committee.  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 (i) in cash or a cash equivalent acceptable to the Committee, (ii) by
the surrender (or attestation of ownership) of Shares 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, (iii) by a combination of cash and Shares
or (iv) by net settlement of the Option in the manner designated by the
Committee.  Not all forms and methods of
payment are available in every country. 
Except as restricted by applicable law, payment of the Option Price may
be delayed in the discretion of the Committee to accommodate proceeds of sale
of some or all of the shares to which this grant relates.


 


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, if
any, 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 and
Participant agrees to hold all those Shares for at least one (1) year.


 


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(d)   Termination
of Employment.  Except as provided in Subsections (i), (ii), (iii) or
(iv) below, or Section 3, the Option will expire and will not be
exercisable after termination of Participant’s employment with the Company or a
Subsidiary.


 


(i)    Elimination of Position.  Except as
provided in Sections 3 or 4 below, 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 vested and exercisable on the date of Participant’s termination of
employment and the remaining portion shall be forfeited and cancelled.  Except as provided in Subsection 2(d)(iv)(A) below,
the right to exercise the vested portion of the Option will continue until the
earlier of the last day of the one-year period commencing on the date of termination
of employment, or the Expiration Date.


 


(ii)   Retirement.  Except as
provided in Sections 3  or 4 below, if the termination of Participant’s
employment results from Participant’s Retirement (as such term is defined in
the Plan), Participant will continue to vest in the Option in accordance with
the original vesting schedule in Section 2(b) above as if Participant
had remained actively employed; provided, that upon Participant’s death, all
vesting will cease and the Option will be exercisable with respect to that
portion of the Number of Shares for which the Option is vested and exercisable
on the date of Participant’s death and the remaining portion shall be forfeited
and cancelled.


 


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 is vested and exercisable from time to time until the earlier
of the last day of the sixty (60) month period following Participant’s
Retirement, or the Expiration Date.


 


(iii)  Disability.  Except as
provided in Sections 3 or 4 below, if the termination of Participant’s
employment results from Participant’s Disability (as such term is defined in
the Plan), 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 vested and exercisable on the last date of Participant’s active
employment and the remaining portion shall be forfeited and cancelled. Except
as provided in Section 2(d)(iv)(A) below, the right to exercise the
vested portion of the Option 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.


 


(A)     Except as provided in Sections 3 or 4 below, 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 vested and exercisable on the date of
Participant’s death and the remaining portion shall be forfeited and
cancelled.  The right to exercise the
vested portion of the Option will continue until the earlier of the last day of
the sixty (60) month period following Participant’s death or the Expiration
Date.


 


(B)     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 Subsections (i), (ii) or (iii) above,
or Section 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 section 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 of Control.  If a Change of
Control of the Company occurs while Participant is employed by the Company or a
Subsidiary, then the entire Number of Shares represented by the Option which
have not yet been exercised will become immediately vested and exercisable (the
“Unexercised Portion”).  The Committee,
in its discretion, may terminate the Option upon a Change of Control; provided,
however, that at least 30 days prior to the Change of Control, the Committee
notifies the Participant that the Option will be terminated and provides the
Participant, at the election of the Committee, either (i) a cash payment
equal to the difference between the Fair Market Value of the vested Options
(including Options that would become vested upon the Change in Control as 


 


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provided above) and the Exercise Price for such
Options, computed as of the date of the Change of Control and to be paid no
later than three (3) business days after the Change of Control, or (ii) the
right to exercise all vested Options (including Options that would become
vested upon the Change of Control as provided above) immediately prior to the
Change of Control. If the Unexercised Portion of the Options continue to remain
outstanding after the Change of Control and if Participant’s employment with
the Company or a Subsidiary terminates after the date on which the Change of
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) will have the right to exercise
the Unexercised Portion.  Except as
provided in Section 2(d)(iv)(B) above or Section 4 below, that
right may be exercised 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.     Cancellation and Rescission of Option.


 


(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 during which all
or part of the Option remains exercisable, 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 Option 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 exercising all or any
portion of the Option hereunder 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:


 


(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 


 


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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 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.


 


5.   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.


 


6.   Non-Transferability
of Award.  Subject
to any valid deferral election, the rights and privileges conferred under this
Award 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.  Upon Participant’s death,
the Option may be transferred 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.


 


7.   Conditions to Exercise of
Award and Issuance of Shares. 
The Shares deliverable to the Participant upon the exercise of the
Option 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 honor
the exercise of the Option or 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.


 


8.   No  Rights as Shareholder. 
Except as provided in Sections 3 or 11, the Participant shall not have voting,
dividend or any other rights as a shareholder of the Company with respect to
the unexercised Option.  Upon 


 


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exercise of a vested
Award into Shares, the Participant will obtain full voting and other rights as
a shareholder of the Company with respect to such Shares.


 


9.   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.


 


10.  Fractional Shares.  Fractional shares will not be issued, and
when any provision of this Award Agreement otherwise would entitle Participant
to receive a fractional share, that fraction will be disregarded.


 


11.  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 Option and to the purchase price for such Shares
or other stock or securities.  The
Committee’s adjustments shall be effective and final, binding and conclusive
for all purposes of this Agreement.


 


12.  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 Option, including the grant,
vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant
to such exercise and receipt of any dividends; and (ii) do not commit to
structure the terms or the grant or any aspect of this Option to reduce or
eliminate Participant’s liability for Tax-Related Items.  Prior to the exercise of this Option, 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) withhold in Shares, provided that the
Company only withholds the amount of Shares necessary to satisfy 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.


 


13.  Consents.  By accepting the grant of this Option,
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 Option is
voluntary and occasional and does not create any contractual or other right to
receive future grants of stock options, or benefits in lieu of stock options,
even if stock options 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 Option is an extraordinary item that is outside the scope
of Participant’s employment contract, if any; (vii) this Option 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 Option 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) if
the underlying Shares do not increase in value, this Option will have no value;
(xi) if Participant 


 


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exercises this Option and obtains Shares, the value of
those Shares acquired upon exercise may increase or decrease in value, even
below the Option Price; (xii) in consideration of the grant of this Option, no
claim or entitlement to compensation or damages shall arise from termination of
this Option or diminution in value of this Option or Shares purchased through
exercise of this Option 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
(xiii)  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
stock options and vest in stock options 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 laws), Participant’s right to exercise this Option
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 Option.


 


14.  Consent for Accumulation and Transfer of
Data.  Participant
consents to the accumulation and transfer of data concerning him or her and the
Option 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 other company
providing services to the Company in connection with compensation planning
purposes or the administration of the Plan.


 


15.  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 or other
report 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.


 


16. 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 Option properly
granted under and pursuant to the Plan serves as any part of the consideration
furnished to Participant. If provisions of the Plan and the provisions of this
Agreement conflict, the Plan provisions will govern.


 


17.  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.


 


18.  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.


 


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19.  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.


 


20.   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.


 


 


	
  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.


 


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