Unassociated Document


    EXHIBIT
10.2

    


    EQUIFAX
INC. 2008 OMNIBUS INCENTIVE PLAN

    


    QUALIFIED
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT [Senior Leadership
Team]

    


    [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
(the “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 Grant Date
set forth above.

     

    2.  Vesting. 

     

    (a)
 Subject to earlier vesting in accordance with Sections 3 or 4 below, the
Shares shall vest on the third anniversary of the Grant Date set forth above
(the “Vesting Date”) in accordance with the vesting provisions of subsection (b)
below.  Prior to the Vesting Date, the Shares 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.   Subject to the terms of the Plan,
the Committee reserves the right in its sole discretion to waive or reduce the
vesting requirements.

     

    (b)  The
Shares subject to the Award are intended to be “qualified performance-based
compensation” within the meaning of Section 162(m) of the Internal Revenue Code,
as amended and the regulations thereunder (the “Code”) and the maximum number of
Shares that shall vest on the Vesting Date shall be equal to the result derived
from the following formula:

     

    (i)    one-half
of one percent (or, one and one-half percent if Participant is the Chief
Executive Officer of the Company) of the sum of the Company’s operating profit
for the period April 1, 2010 through December 31, 2012, as determined by the
Committee in accordance with the Plan, divided by

     

    (ii)    the
fair market value of a Share on the Vesting Date;

     

    provided,
however, that in no event shall the number of Shares which vest on the Vesting
Date exceed the number of Shares subject to the Award or the individual limits
for Participants as set forth in the Plan. The payout of vested Shares may be
reduced, but not increased, based on the degree of attainment of such
performance criteria as determined by the Committee, in its sole discretion. To
the extent unvested Shares are not paid to Participant pursuant to the
immediately preceding sentence, then such unvested Shares shall be immediately
forfeited.

    


    3.  Termination
of Employment.  The following provisions shall apply in the
event of Participant’s termination of  employment with the Company or
a Subsidiary unless the Committee shall have provided otherwise, either at the
time of the grant of the Award or thereafter:


    
      
         


      

      
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    (a)   Death.  If
Participant’s employment is terminated by reason of his or her death prior to
the Vesting Date,  all unvested Shares subject to this Award shall
immediately become vested and nonforfeitable as of the date of Participant’s
death.

     

    (b)   Disability.  Except
as the Committee may at any time otherwise provide or as required to comply with
applicable law, if Participant’s employment is terminated by reason of his or
her Disability (as such term is defined in the Plan) prior to the Vesting Date,
for purposes of determining the payment Participant is entitled to receive under
this Award, Participant shall be treated as continuing to be employed through
the Vesting Date with payout based upon the performance results as determined
under Section 2(b).

     

    (c)   Retirement.  Except
as the Committee may at any time otherwise provide or as required to comply with
applicable law, if Participant’s employment is terminated by reason of his or
her Retirement (as such term is defined in the Plan), other than for Cause,
Participant shall have the right to receive his or her full payment under the
Award, if any, to which Participant would be entitled had he or she remained
employed through the Vesting Date with payout based upon the performance results
as determined under Section 2(b).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 as of the date on which the Change of Control
occurs.

     

    5.  Clawback
Policy; Cancellation
and Rescission of Award.

     

    (a)  Clawback
Policy.  This Award shall be subject to the terms and
conditions of the Company’s Policy on Recovery of Incentive Awards adopted
effective January 1, 2010, a copy of which is attached as Appendix A and
incorporated herein by reference.

     

    (b)  Detrimental
Activity.  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 (c) 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.

     

    (c)   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;


    
      
         


      

      
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    (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.

     

    (d)  “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.

     

    (e)   “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.

     

    6.  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 in no event 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
Shares 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.



    
      
         


      

      
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     9.  Non-Transferability
of Award. 
Subject to any valid deferral election, until the Shares have been issued under
this Award and 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.

    


    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 of 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.


    
      
         


      

      
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    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) if the underlying Shares do not increase in
value, this Option will have no value; (xi) the value of those Shares may
increase or decrease in value; (xii) 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 (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 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
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.


    
      
         


      

      
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    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.

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    PARTICIPANT

                                  	 
      	
                                    EQUIFAX
      INC.

                                  
	
                                     

                                  	 
      	
                                    By:

                                  	
                                    

                                  
	
                                    (Signature)
 
    	 
      	 
      	
                                    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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    APPENDIX
A

    


    POLICY
ON RECOVERY OF INCENTIVE PAYMENTS

    


    Application

    


    The
following policy on recovery of incentive payments is adopted by the
Compensation, Human Resources & Management Succession Committee of the Board
of Directors (“Committee”) of Equifax Inc. (“Company”) effective February 4,
2010, for Incentive Compensation awarded or paid for fiscal years beginning
after December 31, 2009.

    


    The
Committee may, in its sole discretion, in appropriate circumstances and to the
extent permitted by governing law, direct the Company to require recovery of all
or a portion of any Incentive Compensation awarded or paid to any Employee
where:

    


    
      	
               
      

            	
              1.

            	
              The
      payment was predicated upon achieving certain financial results that were
      subsequently the subject of a material restatement of Company financial
      statements filed with the U.S. Securities and Exchange Commission
      (“SEC”);

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Committee determines the Employee engaged in Misconduct that contributed
      to the need for the material restatement;
and

            


    

     

    
      	
               
      

            	
              3.

            	
              A
      lower Incentive Compensation payment would have been made to the Employee
      based upon the restated financial
results.

            


    

     

    The
Committee in its discretion also may direct the Company to seek to recover the
excess amount of any Incentive Compensation awarded or paid to a Covered Officer
for a fiscal period if the result of a performance measure upon which the award
was based or paid is subsequently restated or otherwise adjusted in a manner
that would reduce the size of the award or payment, regardless of whether the
Covered Officer committed any misconduct.  Where the result of a
performance measure was considered in determining the compensation awarded or
paid, but the Incentive Compensation is not awarded or paid on a formulaic
basis, the Committee will determine in its discretion the amount, if any, by
which the payment or award should be reduced.

    


    
      	
               
      

            	
              ·

            	
              “Employee”
      for purposes of this policy shall mean any current or former employee of
      the Company or any subsidiary or affiliate
  thereof.

            


    

    
      	
               
      

            	
              ·

            	
              “Covered
      Officer” shall mean the CEO and any current or former direct report to the
      CEO, including without limitation the Chief Accounting Officer, the head
      of Internal Audit, and any other elected officer or executive officer as
      defined under the Securities Exchange Act of 1934, as
    amended.

            


    

    
      	
               
      

            	
              ·

            	
              “Misconduct”
      shall mean a knowing violation of SEC rules and regulations or Company
      policy.

            


    

    
      	
               
      

            	
              ·

            	
              “Incentive
      Compensation” shall mean bonuses, annual incentive plan awards, or performance-based
      equity awards granted under the Company’s 2008 Omnibus Incentive Plan or
      successor thereto.

            


    

    


    Amount to be
Recovered

    


    In each
such instance, the Company will, to the extent practicable, seek to recover from
the individual Covered Officer the amount by which the individual’s Incentive
Compensation for the relevant periods exceeded the lower payment that would have
been made based on the restated financial results.  In addition, if an
Employee engaged in Misconduct that contributed to award or payment of Incentive
Compensation to him or her that is greater than would have been paid or awarded
in the absence of Misconduct, the Company may take other remedial and recovery
action, as determined by the Committee in its discretion, including recovery of
all or part of the Incentive Compensation.  The Company shall notify
an Employee within 12 months after the date of any financial restatement of its
intent to recover amounts under this policy.

    


    Methods
for Recovery

    


    The
Committee shall determine whether the Company shall effect any such recovery:
(i) by seeking repayment from the Employee; (ii) by reducing (subject to
applicable law and the terms and conditions of the applicable plan, program or
arrangement) the amount that would otherwise be payable to the Employee under
any compensatory plan, program, or arrangement maintained by the Company; (iii)
by withholding payment of future increases in compensation (including the
payment of any discretionary bonus amount) or grants of compensatory awards that
would otherwise have been made in accordance with the Company’s otherwise
applicable compensation practices; or (iv) by any combination of the
foregoing. This policy shall be in
addition to any other equitable or legal remedy that may be taken by the Company
with respect to the subject matter of this policy.


    
      
         


      

      
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