EXHIBIT 10.1




	
   

  






 


EXECUTION
COPY


EMPLOYMENT
AGREEMENT


BETWEEN


RICHARD
F. SMITH


AND


EQUIFAX
INC.




	
   

  






 
















EMPLOYMENT
AGREEMENT




	
  1. Effective Date

  	
   

  	
  1

  	
   

  
	
  2. Employment and
  Directorship

  	
   

  	
  1

  	
   

  
	
  (a)

  	
  Employment

  	
   

  	
  1

  	
   

  
	
  (b)

  	
  Directorship

  	
   

  	
  1

  	
   

  
	
  3. Employment Period

  	
   

  	
  1

  	
   

  
	
  4. Extent of Service

  	
   

  	
  1

  	
   

  
	
  5. Compensation and Benefits

  	
   

  	
  2

  	
   

  
	
  (a)

  	
  Base
  Salary

  	
   

  	
  2

  	
   

  
	
  (b)

  	
  Incentive,
  Savings and Retirement Plans

  	
   

  	
  2

  	
   

  
	
  (c)

  	
  Welfare
  Benefit Plans

  	
   

  	
  3

  	
   

  
	
  (d)

  	
  Expenses

  	
   

  	
  3

  	
   

  
	
  (e)

  	
  Fringe
  Benefits

  	
   

  	
  3

  	
   

  
	
  (f)

  	
  Vacation

  	
   

  	
  4

  	
   

  
	
  (g)

  	
  Relocation
  Assistance

  	
   

  	
  4

  	
   

  
	
  (h)

  	
  Stock
  Ownership Guidelines

  	
   

  	
  4

  	
   

  
	
  (i)

  	
  409A
  Compliance

  	
   

  	
  4

  	
   

  
	
  6. Communication of Executive’s Employment

  	
   

  	
  4

  	
   

  
	
  7. Termination of Employment

  	
   

  	
  5

  	
   

  
	
  (a)

  	
  Death
  or Retirement

  	
   

  	
  5

  	
   

  
	
  (b)

  	
  Disability

  	
   

  	
  5

  	
   

  
	
  (c)

  	
  Termination
  by the Company

  	
   

  	
  5

  	
   

  
	
  (d)

  	
  Termination
  by Executive

  	
   

  	
  5

  	
   

  
	
  (e)

  	
  No
  Fault Termination by Either Party

  	
   

  	
  6

  	
   

  
	
  (f)

  	
  Notice
  of Termination

  	
   

  	
  6

  	
   

  
	
  (g)

  	
  Date
  of Termination

  	
   

  	
  6

  	
   

  
	
  8. Obligations of the Company upon Termination

  	
   

  	
  7

  	
   

  
	
  (a)

  	
  Termination
  by Executive for Good Reason; Termination by the Company Other Than
  for Cause or Disability

  	
   

  	
  7

  	
   

  
	
  (b)

  	
  Termination
  by Either Party for No Fault

  	
   

  	
  8

  	
   

  
	
  (c)

  	
  Death,
  Disability or Retirement

  	
   

  	
  8

  	
   

  
	
  (d)

  	
  Cause
  or Voluntary Termination without Good Reason

  	
   

  	
  8

  	
   

  
	
  (e)

  	
  Expiration
  of Employment Period

  	
   

  	
  8

  	
   

  
	
  (f)

  	
  Resignations

  	
   

  	
  8

  	
   

  
	
  9. Change in Control Letter Agreement

  	
   

  	
  8

  	
   

  
	
  10. Non-exclusivity of Rights

  	
   

  	
  9

  	
   

  
	
  11. Full Settlement; No Obligation to Mitigate

  	
   

  	
  9

  	
   

  
	
  12. Certain Additional Payment by the Company

  	
   

  	
  9

  	
   

  
	
  13. Representations and Warranties

  	
   

  	
  9

  	
   

  















 




	
  14. Restrictions on Conduct of
  Executive

  	
   

  	
  9

  	
   

  
	
  (a)

  	
  General

  	
   

  	
  9

  	
   

  
	
  (b)

  	
  Definitions

  	
   

  	
  10

  	
   

  
	
  (c)

  	
  Restrictive
  Covenants

  	
   

  	
  12

  	
   

  
	
  (d)

  	
  Enforcement
  of Restrictive Covenants

  	
   

  	
  13

  	
   

  
	
  15. Mediation and Arbitration

  	
   

  	
  14

  	
   

  
	
  16. Assignment and
  Successors

  	
   

  	
  14

  	
   

  
	
  17. Miscellaneous

  	
   

  	
  15

  	
   

  






 



 ii















EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into this 22nd day of August, 2005 by
and between Equifax Inc., a Georgia corporation (the “Company”), and Richard F.
Smith (“Executive”), to be effective as of the Effective Date, as defined in Section 1.


BACKGROUND


The Company desires to engage Executive as the
Chairman Elect and Chief Executive Officer of the Company from and after the
Effective Date, in accordance with the terms of this Agreement. Executive is
willing to serve as such in accordance with the terms and conditions of this
Agreement.


NOW THEREFORE, in
consideration of the foregoing and of the mutual covenants and agreements set
forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


1.          Effective Date.   The
effective date of this Agreement (the “Effective Date”) shall be September 19,
2005.


2.          Employment and
Directorship.


(a)        Employment.   Executive is
hereby employed on the Effective Date as the Chairman Elect and Chief Executive
Officer of the Company. Effective as of January 1, 2006, Executive will be
employed as Chairman and Chief Executive Officer of the Company. In his
capacity as Chairman Elect/Chairman and Chief Executive Officer of the Company,
Executive shall have the duties, responsibilities and authority commensurate
with such positions as shall be assigned to him by the Board of Directors of
the Company, which shall be consistent with the duties, responsibilities and
authority of persons holding such positions in a public company engaged in similar
lines of business to that engaged in by the Company and its subsidiaries from
time to time. In his capacity as Chairman Elect/Chairman and Chief Executive
Officer of the Company, Executive will report directly to the Board of
Directors.


(b)        Directorship.   The Company
will cause Executive to be nominated to the Board of Directors of the Company
and shall recommend to the shareholders of the Company Executive’s election to
the Board.


3.          Employment Period.   Unless
earlier terminated herein in accordance with Section 7 hereof, Executive’s
employment shall be for a term beginning on the Effective Date and ending on
the third anniversary of the Effective Date (the “Employment Period”). Twelve
(12) months before the third anniversary of the Effective Date and twelve (12)
months before each subsequent anniversary thereafter, the Employment Period
will be automatically extended for an additional one-year period unless either
party gives prior written notice of nonrenewal. In the event prior notice of
nonrenewal is given, Executive’s employment shall terminate at the end of the
remaining Employment Period then in effect.


4.          Extent of Service.   During
the Employment Period, and excluding any periods of vacation, holiday, sick
leave and Company-approved leave of absence to which Executive is entitled in
accordance with Company policies, Executive agrees to devote substantially all
of his business time, attention, skill and efforts exclusively to the faithful
performance of his duties hereunder. Executive is encouraged to (i) devote
reasonable time to charitable or community activities, (ii) serve on
corporate, civic, educational or charitable boards or committees, subject to
the Company’s standards of business conduct or other code of ethics, (iii) deliver
lectures or fulfill speaking engagements from time to time on an infrequent
basis, and/or (iv) manage personal business interests and investments,
subject to the Company’s standards of business conduct or other code of ethics,
and so long as such activities do not interfere in a material manner or on a
routine basis with the performance of Executive’s responsibilities under this
Agreement.



 1
 








5.          Compensation and Benefits.


(a)        Base Salary.   During the
Employment Period, the Company will pay to Executive base salary at the rate of
U.S. $1,300,000 per year (“Base Salary”), less normal withholdings, payable in
accordance with the Company’s payroll practices for its employees from time to
time. The Compensation, Human Resources & Management Succession
Committee (the “Compensation Committee”) of the Board of Directors of the
Company shall review Executive’s Base Salary annually and may increase (but not
decrease) Executive’s Base Salary from year to year. Such adjusted salary then
shall become Executive’s Base Salary for purposes of this Agreement. The annual
review of Executive’s salary by the Compensation Committee will consider, among
other things, Executive’s own performance, and the Company’s performance.


(b)        Incentive, Savings and Retirement Plans.   During
the Employment Period, Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
available to senior executive officers serving on the Management Committee of
the Company (“Peer Executives”), and on the same basis as such Peer Executives.
Without limiting the foregoing, the following shall apply:


(i)         Value Replacement Awards.   In order to replace the
value of certain earned incentives that would have been available to Executive
from his former employer, the Company will provide to executive the following
replacement benefits: (A) on the Effective Date, Executive will be paid a
one time value replacement bonus in the amount of $2,675,444, and (B) on
the Effective Date, Executive will be granted a number of restricted stock
units determined by dividing $1,175,444 by the fair market value of the Company’s
common stock as of such grant date, which award will be granted without
dividend equivalent rights and will vest on the third anniversary of the grant
date based on Executive’s continued employment; and


(ii)       Annual Bonus Opportunity.   During the Employment
Period, Executive will be entitled to participate in the Company’s executive
bonus plan, pursuant to which he will have an opportunity to receive an annual
cash bonus based upon the achievement of performance goals established from
year to year by the Compensation Committee (such bonus earned at the stated “target”
level of achievement being referred to herein as the “Target Bonus”). For
calendar year 2005, Executive’s guaranteed bonus will be $1,300,000 (100% of
his Base Salary), which will be paid to Executive on the Effective Date. In
2006 and later years, Executive’s Target Bonus will equal 100% of his actual
Base Salary earned in such year, with a maximum payout of 200% of actual Base
Salary, based on performance criteria to be established by the Compensation
Committee upon consultation with Executive.


(iii)      Regular Equity Grants.   During the Employment Period,
Executive will be eligible for grants, under the Company’s long-term incentive
plan or plans, of long-term incentive awards having terms and determined in the
same manner as awards to other Peer Executives, unless Executive consents to a
different type of award or different terms of such award than are applicable to
other Peer Executives. Except as set forth in subsections 5(b)(i), (iii) and
(iv) of this Agreement, nothing herein requires the Board of Directors to
make grants of long-term incentive awards in any year. In satisfaction of the
regular equity grant for fiscal year 2006, on January 6, 2006, Executive
will be granted:


(A)       options
to acquire 75,000 shares of the Company’s common stock (such options will have
a ten-year term and an exercise price equal to the fair market value of the
common stock on the grant date, and will be exercisable as to 25% on the grant
date and 25% per year thereafter);



 2
 








(B)       40,000
restricted stock units, without dividend equivalent rights, that will vest on
the third anniversary of the grant date based on continued employment; and


(C)       40,000
performance-based restricted stock units, without dividend equivalent rights,
the performance terms of which will be established by the Compensation Committee
upon consultation with Executive.


(iv)       Inducement Grants.   As special inducement to join the
Company, and in additional to any regular equity grants:


(A)       on the
Effective Date, Executive will be granted 50,000 restricted stock units,
without dividend equivalent rights, which will vest on the third anniversary of
the grant date based on continued employment; and


(B)       on January 6,
2006, Executive will be granted 25,000 performance-based restricted stock
units, the performance terms of which will be established by the Compensation
Committee upon consultation with Executive.


(v)        SERP.   During the Employment Period, Executive will be
eligible to participate in the Supplemental Retirement Plan for Executives of
Equifax Inc. (SERP), which provides a maximum annual life-time retirement
benefit of 50% of base salary and bonus, based on years of service
and reduced by benefits from the Company’s tax-qualified retirement plan. Calculation
of Executive’s SERP benefits shall include five year’s service credit for all
purposes of the SERP. Executive shall be immediately vested in his SERP benefit
as of the Effective Date.


(c)        Welfare Benefit Plans.   During
the Employment Period, Executive and Executive’s eligible dependents shall be
eligible for participation in, and shall receive all benefits under, the
welfare benefit plans, practices, policies and programs provided by the Company
(including, without limitation, medical, prescription drug, dental, disability,
employee life, dependent life, accidental death and travel accident insurance
plans and programs) (“Welfare Plans”) to the extent available to other Peer
Executives. Without limiting the foregoing, the following shall apply:


(i)         Diagnostic Health Care.   During the Employment Period,
the Company will reimburse Executive up to $5,000 annually for physical
examinations and other covered diagnostic health care services that are not
otherwise covered by the Company’s medical plan.


(ii)       Life Insurance.   During the Employment Period, the
Company will provide life insurance in the amount of up to $10,000,000. Three
million dollars of life insurance will be provided without medical evidence of
insurability, and the balance will be provided upon provision of evidence of
Executive’s insurability required by the Company’s life insurance provider.


(iii)      Gross-Up Policy.   To the extent that the Company has a
policy for grossing up any such benefits for tax purposes, the gross up will be
made consistent with the Company’s methodologies and procedures as in effect
from time to time.


(d)        Expenses.   During the
Employment Period, Executive shall be entitled to receive prompt reimbursement
for all reasonable expenses incurred by Executive in the course of performing
his duties and responsibilities under this Agreement, in accordance with the
policies, practices and procedures of the Company to the extent available to
other Peer Executives with respect to travel, entertainment and other business
expenses.


(e)        Fringe Benefits.   During the
Employment Period, Executive shall be entitled to fringe benefits in accordance
with the plans, practices, programs and policies of the Company available to
other Peer Executives. Without limiting the foregoing, the following shall
apply:



 3
 








(i)         Financial Planning and Tax Preparation Services.   During
the Employment Period, the Company will reimburse Executive up to $50,000
incurred in financial planning and tax preparation services to be provided by
Deloitte & Touche LLP or other service provider of Executive’s
choosing.


(ii)       Club Memberships.   During the Employment Period,
Executive will be permitted to use the Company’s membership at East Lake Golf
Club and the Company shall reimburse Executive for any costs or fees associated
with any business use. The Company shall reimburse Executive for initiation
fees and dues at one other social or golf club of Executive’s choosing in the
Atlanta area.


(iii)      Gross-Up Policy.   To the extent that the Company has a
policy for grossing up any such fringe benefits for tax purposes, the gross up
will be made consistent with the Company’s methodologies and procedures as in
effect from time to time.


(f)         Vacation.   During
the Employment Period, Executive will be entitled to five weeks paid vacation
time per year.


(g)        Relocation Assistance   The
Company will provide relocation assistance for Executive’s move to the Atlanta,
Georgia area in accordance with the plans, practices, programs and policies of
the Company available to other Peer Executives, comprised of: home sale and
marketing assistance, home purchase closing cost assistance, tax assistance on
relocation income items, move and transition expenses, a miscellaneous
relocation expense allowance (except that the current policy cap of $5,000 for
such allowance will be increased to $50,000 in this case), and temporary living
expenses in Atlanta. In addition, the Company will reimburse Executive for the
amount of any unreimbursed tuition expenses incurred for his children at an
education institution in Kansas City, Kansas, up to $45,000. The Company will
pay travel expenses for up to two trips per month between Leawood, Kansas and
Atlanta, Georgia for Executive and his family while relocating to Atlanta. If
Executive’s home in Leawood, Kansas is ineligible for the home sale and
marketing assistance provided under the Company’s relocation benefits policy
and Executive is unable to sell such home within six months after the Effective
Date, the Company will purchase such home at a price determined as follows: the
Company shall obtain two appraisals and if such values are within 5% of each
other the purchase price will be the average of the two; otherwise, a third
appraisal will be obtained and the purchase price will be the average of the
three appraised values. In the event that such home sells (either in the market
or to the Company) for less than Executive’s original purchase price, the
Company will reimburse Executive for such loss up to a maximum of $50,000.


(h)        Stock Ownership Guidelines   Executive
acknowledges and agrees to comply with the Company’s stock ownership guidelines
for the Chief Executive Officer position, as the same may be amended from time
to time. As of the Effective Date, such guidelines require the Chief Executive
Officer to achieve, within four years of assuming the CEO position, a level of
ownership equal to six times annual base salary in outright ownership or,
alternatively, ten times base salary in outright ownership plus vested and
unexercised stock options.


(i)         409A Compliance.   To
the extent Executive is subject to any additional taxes, interest and/or
penalties under Code Section 409A for any benefits or payments under any
Equifax Inc. nonqualified deferred compensation plan or arrangement, the
Company shall provide a gross-up payment to Executive in order to place him in
the same after-tax position he would have been had no additional taxes,
interests or penalties become due and payable under Code Section 409A.


6.          Communication of Executive’s
Employment.   Executive and the Company shall mutually agree
upon any communication to the public (through SEC filings, press releases or
otherwise), or to Executive’s former employer, concerning Executive’s
employment with the Company or departure from his former employer.



 4
 








7.          Termination of Employment.


(a)        Death or Retirement.   Executive’s
employment shall terminate automatically upon Executive’s death or Retirement
during the Employment Period. For purposes of this Agreement, “Retirement”
shall mean normal retirement as defined in the Company’s then-current
retirement plan, or if there is no such retirement plan, “Retirement” shall
mean voluntary termination after age 55 with at least five years of service.


(b)        Disability.   The Company may
terminate Executive’s employment for “Disability.” For purposes of this
Agreement, termination by the Company of Executive’s employment for “Disability”
means termination following and because of Executive’s failure to perform his
duties as an employee for a period of at least one hundred eighty (180)
consecutive calendar days as a result of total and permanent incapacity due to
physical or mental illness or injury. Executive’s incapacity must be certified
by a licensed medical doctor selected by Executive. If the Company disagrees
with the certification of Executive’s incapacity, it may appoint another
medical doctor to certify his or her opinion as to Executive’s incapacity, and
if that doctor does not certify as to Executive’s incapacity, then the two
doctors will appoint a third medical doctor to certify their opinions as to
Executive’s incapacity, and the decision of a majority of the three doctors
will prevail. The Company will bear the costs of the doctors’ opinions. Failing
such independent certification, Executive’s termination shall be deemed a
termination by the Company without Cause and not a termination by reason of his
Disability.


(c)        Termination by the Company.   The
Company may terminate Executive’s employment during the Employment Period with
or without Cause. For purposes of this Agreement, “Cause” shall mean:


(i)         the
willful and continued failure of Executive to perform substantially Executive’s
duties with the Company (other than any such failure resulting from incapacity
due to physical or mental illness), or


(ii)       Executive’s
intentional violation of the Company’s Code of Ethics or Insider Trading
Policy; or


(iii)      the
commission by Executive, or a plea of guilty or nolo contendere by Executive,
to a felony or crime involving moral turpitude.


The cessation of employment of Executive shall not be
deemed to be for Cause under clause (i) above unless and until
(a) there shall have been delivered to Executive a copy of a resolution
adopted by the Compensation Committee of the Board specifying the manner in
which such Committee considers that Executive has not substantially performed
his duties, (b) Executive shall have been given 90 days to cure such
breach, and (c) at the end of such 90-day cure period the Committee finds
that Executive still is not substantially performing his duties. Such finding
shall be effective to terminate Executive’s employment for Cause only if
Executive was provided reasonable notice of the proposed action and was given
an opportunity to be heard by the Committee.


(d)        Termination by Executive.   Executive’s
employment may be terminated by Executive for Good Reason or no reason. For
purposes of this Agreement, unless written consent of Executive is obtained,
“Good Reason” shall mean:


(i)         Executive’s
demotion from the position of Chief Executive Officer of the Company, or a
material diminution in his authority, duties or responsibilities in such
position, excluding for this purpose an isolated, insubstantial and inadvertent
action not taken in bad faith and which is remedied by the Company promptly
after receipt of notice thereof given by Executive;


(ii)       a
reduction by the Company in Executive’s Base Salary or Target Bonus or maximum
bonus opportunity, as in effect on the Effective Date, as the same may be
increased from time to time; or



 5















(iii)      the
Company’s requiring Executive to be based more than thirty-five (35) miles from
the Company’s principal executive offices in Atlanta, Georgia; or


(iv)       any
failure by the Company to comply with and satisfy Section 16(c) of
this Agreement; or


(v)        the
material breach by the Company of any other material provision of this
Agreement.


Good Reason shall
not include Executive’s death or Disability; provided that Executive’s mental
or physical incapacity following the occurrence of an event described in clause
(i) – (v) above shall not affect Executive’s ability to terminate for Good
Reason. In the event that “Cause” for Executive’s termination exists under this
Agreement and the Company acts to terminate Executive’s employment for Cause,
Executive shall not be entitled to exercise a termination for Good Reason or to
receive payments or benefits pursuant to Section 8 of this Agreement for
termination for Good Reason. Except as provided in Section 8(a), Executive’s
continued employment shall not constitute consent to, or a waiver of rights
with respect to, any circumstance constituting Good Reason hereunder. Any claim
of “Good Reason” under this Agreement shall be communicated by Executive to the
Company in writing within 30 days of his knowledge of its occurrence, which
writing shall specifically identify the factual details concerning all events
giving rise to Executive’s claim of Good Reason under this Section 7(d). General
description of unspecified events shall not constitute proper notice of Good
Reason or termination for Good Reason. The Company shall have an opportunity to
cure any claimed event of Good Reason within 30 days of notice of Good Reason
given by Executive.


(e)        No Fault Termination by Either Party.   During
the 3-month period beginning six months after the Effective Date and ending 9
months after the Effective Date, if Executive and the Company mutually agree
that Executive’s skill sets and background do not fit the needs of the Company
and Executive’s continued employment with the Company is not in the Executive’s
and the Company’s best interest, then either party may terminate Executive’s
employment with the Company as a “No Fault” termination. If Executive and the
Company cannot reach a mutual agreement within 15 days business days on the
issue of whether Executive’s skill sets and background do not fit the needs of
the Company and Executive’s continued employment with the Company is not in the
Executive’s and the Company’s best interest, the issue shall be resolved in
accordance with Section 15. No Fault termination shall not include
Executive’s death or Disability. In the event that “Cause” for Executive’s
termination exists under this Agreement and the Company acts to terminate
Executive’s employment for Cause, Executive shall not be entitled to receive
payments or benefits pursuant to Section 8 of this Agreement for No Fault
termination.


(f)         Notice of Termination.   Any
termination by the Company for Cause, or by Executive for Good Reason or by
either party for No Fault, shall be communicated by Notice of Termination to
the other party hereto given in accordance with Section 17(f) of this
Agreement. For purposes of this Agreement, a “Notice of Termination” means a
written notice which (i) indicates the specific termination provision in
this Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated, and (iii) specifies
the termination date, within the parameters of Section 7(g). The failure
by Executive or the Company to set forth in the Notice of Termination any fact
or circumstance which contributes to a showing of Good Reason or Cause shall
not waive any right of Executive or the Company, respectively, hereunder or
preclude Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing Executive’s or the Company’s rights hereunder.


(g)        Date of Termination.   “Date
of Termination” means (i) if Executive’s employment is terminated by the
Company for Cause, the date of the Board’s final determination that Cause
exists, as provided in Section 7(c), or a date within 30 days thereafter,
as specified in the Notice of Termination, (ii) if Executive’s employment
is terminated by Executive for Good Reason, the date of the expiration of 



 6
 








the 30-day
cure period unless cure shall have been effected by the Company during such
period, or any date between 30 and 60 days after receipt of the Notice of
Termination, as specified in such notice, (iii) if Executive’s employment
is terminated by the Company other than for Cause or Disability or if Executive’s
employment is terminated by either party for No Fault, the Date of Termination
shall be the date of receipt of the Notice of Termination or a date within 90
days after receipt of the Notice of Termination, as specified in such notice, (iv) if
Executive’s employment is terminated by reason of death, Retirement or
Disability, the Date of Termination shall be the date of death or Retirement of
Executive or the Disability Effective Date, as the case may be, and (v) if
Executive’s employment is terminated by Executive without Good Reason, the Date
of Termination shall be 30 days following the Company’s receipt of the Notice
of Termination, unless the Company specifies an earlier Date of Termination.


8.          Obligations of the Company
upon Termination.


(a)        Termination by Executive for Good Reason;
Termination by the Company Other Than for Cause or Disability.   If,
during the Employment Period, the Company shall terminate Executive’s
employment other than for Cause or Disability, or Executive shall terminate
employment for Good Reason during the 60-day period following the occurrence of
the event giving rise to Good Reason, then and, with respect to the payments
and benefits described in clauses (i)(B) and (ii) below, only if
Executive executes a Release in substantially the form of Exhibit A
hereto (the “Release”) and complies fully with the Release and with all
provisions of Section 14 of this Employment Agreement below, including
maintaining compliance for any time period specified therein:


(i)         the
Company shall provide to Executive in a single lump sum cash payment within 30
days after the Date of Termination or, if later, the later of: (x) the
date that such payment can be made without triggering an excise tax under Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), or (y) five
days after the Release becomes effective and nonrevocable, the aggregate of the
following amounts:


A.         the
sum of the following amounts, to the extent not previously paid to Executive
(the “Accrued Obligations”): (1) Executive’s Base Salary through the Date
of Termination, (2) a pro-rata bonus for the year in which the Date of
Termination occurs, computed as the product of (x) Executive’s Target
Bonus for such year and (y) a fraction, the numerator of which is the
number of days in the current fiscal year through the Date of Termination, and
the denominator of which is 365, (3) any accrued pay in lieu of unused
vacation, and (4) unless Executive has designated a later payout date in
connection with the terms of a deferral plan or agreement or unless any later
payout date is required by applicable law, including without limitation Section 409A
of the Code, any vested compensation previously deferred by Executive (together
with any amount equivalent to accrued interest or earnings thereon); and


B.         a
severance payment (the “Severance Payment”) equal to the product of

(1) 12 (or if the Date of Termination occurs prior to the second
anniversary of the Effective Date, the number of full months remaining in the
Employment Period after the Date of Termination) (the “Severance Factor”),
times (2) one twelfth of the sum of Executive’s Base Salary and Target
Bonus as in effect as of the Date of Termination; and


(ii)       the
Company shall continue to provide after Executive’s Date of Termination, for a
number of months equal to the Severance Factor (the “Welfare Benefits
Continuation Period”), or such longer period as may be provided by the terms of
the appropriate plan, program, practice or policy, any group health benefits to
which Executive and/or Executive’s eligible dependents would otherwise be
entitled to continue under the Consolidated Omnibus Budget Reconciliation Act
of 1985 (“COBRA”), or, at the Company’s option, shall reimburse Executive for
premiums he actually incurs in continuing such group health benefits pursuant
to COBRA; provided, however, that
if 



 7
 








Executive becomes employed
with another employer (including self-employment) and becomes eligible to
receive group health benefits under another employer provided plan, the Company’s
obligation to provide group health benefits, or to reimburse COBRA group health
insurance continuation premiums, as described herein shall cease, except as
otherwise provided by law and provided,
further, that the Welfare Benefits Continuation Period shall run
concurrently with any period for which Executive is eligible to elect health
coverage under COBRA; and


(iii)      to the
extent not theretofore paid or provided, the Company shall timely pay or
provide to Executive, without duplication of the amounts otherwise payable
under this Agreement, any other amounts or benefits required to be paid or
provided or which Executive is eligible to receive under any plan, program,
policy or practice of the Company to the extent provided to Peer Executives
prior to the Date of Termination (such other amounts and benefits, without
duplication, shall be hereinafter referred to as the “Other Benefits”).


(b)        Termination by Either Party for No Fault.   If
Executive’s employment is terminated by either party for No Fault, as provided
in Section 7(e), then Executive shall be entitled to the same benefits as
described in Section 8(a), except that the Severance Factor shall be 12.


(c)        Death, Disability or Retirement.   If
Executive’s employment is terminated by reason of his death, Disability or
Retirement during the Employment Period, this Agreement shall terminate without
further obligations to Executive or his estate, beneficiaries or legal
representatives, other than for payment of Accrued Obligations and the timely
payment or provision of Other Benefits. Accrued Obligations shall be paid to
Executive or his estate, beneficiary or legal representative, as applicable, in
a lump sum in cash within 30 days of the Date of Termination or, if later, the
date that such payment can be made without triggering an excise tax under Section 409A
of the Code. With respect to the provision of Other Benefits, the term Other
Benefits as used in this Section 8(c) shall include, without
limitation, and Executive or his estate, beneficiaries or legal
representatives, as applicable, shall be entitled to receive, benefits under
such plans, programs, practices and policies relating to death, disability or
retirement benefits, if any, as are applicable to Executive or his family on
the Date of Termination.


(d)        Cause or Voluntary Termination without Good
Reason.   If Executive’s employment shall be terminated for
Cause during the Employment Period, or if Executive voluntarily terminates
employment during the Employment Period without Good Reason (other than a No
Fault termination pursuant to Section 7(e)), this Agreement shall
terminate without further obligations to Executive, other than for payment of
Accrued Obligations (excluding the pro-rata bonus described in clause 2 of Section 8(a)(i)(A))
and the timely payment or provision of Other Benefits.


(e)        Expiration of Employment Period.   Upon
the expiration of the Employment Period, this Agreement shall terminate without
further obligations to Executive, other than the timely payment or provision of
Other Benefits. With respect to the provision of Other Benefits, if Executive
remains employed by the Company following such expiration date, he shall be
entitled to participate in any general severance policy of the Company that
covers Peer Executives; provided, however,
that the severance provided to Executive under such policy shall not be less
than one times Executive’s Base Salary and Target Bonus as in effect on the
date of his termination of employment, payable in a lump sum, and such payment
shall be conditioned on Executive’s signing a release substantially in the form
of Exhibit A to this Agreement rather
than the standard form of release under such severance policy.


(f)         Resignations.   Termination
of Executive’s employment for any reason whatsoever shall constitute Executive’s
resignation from the Board of Directors of the Company and resignation as an
officer of the Company, its subsidiaries and affiliates.


9.          Change in Control Letter
Agreement.   On or about the Effective Date, Executive and the
Company will enter into a Change in Control letter agreement (“CIC Agreement”)
substantially similar in 



 8
 








form to
that entered into with Peer Executives, which provides severance benefits in
the event of a qualifying termination of employment during the period of six
months prior to or three years after the occurrence of a Change in Control, as
defined therein (the “Change in Control Period”). Notwithstanding Section 7
and 8 of this Agreement, if Executive’s employment is terminated during a
Change in Control Period and while the CIC Agreement is in effect, the terms of
the CIC Agreement relating to Executive’s termination of employment (including,
without limitation, the definitions of “Cause” and “Good Reason” for such
termination) shall govern the determination of any benefits to be paid under
the CIC Agreement, but not those which might become payable under this
Agreement, and Executive will be entitled to the higher of the severance
benefits payable pursuant to the CIC Agreement or under this Agreement, without
duplication.


10.        Non-exclusivity of Rights.   Nothing
in this Agreement shall prevent or limit Executive’s continuing or future
participation in any employee benefit plan, program, policy or practice
provided by the Company and for which Executive may qualify, except as
specifically provided herein. Amounts that are vested benefits or that
Executive is otherwise entitled to receive under any employee benefit plan,
policy, practice or program of the Company, its subsidiaries or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program except as
explicitly modified by this Agreement.


11.        Full Settlement; No Obligation to Mitigate.   The
Company’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense or other claim, right or action
which the Company may have against Executive or others. In no event shall
Executive be obligated to seek other employment or take any other action by way
of mitigation of the amounts payable to Executive under any of the provisions
of this Agreement and, except as explicitly provided herein, such amounts shall
not be reduced whether or not Executive obtains other employment.


12.        Certain Additional Payments by the Company..   If any payments or benefits provided pursuant to
this Agreement or any other payments or benefits provided to Executive by the
Company are subject to an excise tax on an “excess parachute payment” under Section 4999
of the Code, or any successor provision of the Code, or are subject to an
excise or penalty tax under any similar provision of any other revenue system
to which Executive may be subject, the Company will provide a gross-up payment
to Executive in order to place him in the same after-tax position he would have
been in had no excise or penalty tax become due and payable under Code Section 4999
(or any successor provision) or any similar provision of that other revenue
system. Any gross-up payment to which Executive is entitled as a result of the
applicability of an excise tax under Code Section 4999 or any successor
provision of the Code, or as a result of any excise or penalty tax under any
similar provision of any other revenue system to which Executive may be
subject, will be determined in accordance with a “Policy with Respect to Tax
Gross-up Payments” adopted, or which will be adopted, by the Board of Directors
(or a Committee of the Board), and once that policy is adopted, no amendment of
that policy that adversely affects Executive will be effective with respect to
Executive’s rights under this Agreement without Executive’s written consent.


13.        Representations and Warranties.   Executive
hereby represents and warrants to the Company that Executive is not a party to,
or otherwise subject to, any covenant not to compete with any person or entity,
and Executive’s execution of this Agreement and performance of his obligations
hereunder will not violate the terms or conditions of any contract or
obligation, written or oral, between Executive and any other person or entity.


14.        Restrictions on Conduct of Executive.


(a)        General.   Executive and the
Company understand and agree that the purpose of the provisions of this Section 14
is to protect legitimate business interests of the Company, as more fully
described below, and is not intended to impair or infringe upon Executive’s
right to work, earn a living, or 



 9
 








acquire
and possess property from the fruits of his labor. Executive hereby
acknowledges that Executive has received good and valuable consideration for
the post-employment restrictions set forth in this Section 14 in the form of
the compensation and benefits provided for herein. Executive hereby further
acknowledges that the post-employment restrictions set forth in this Section 14
are reasonable and that they do not, and will not, unduly impair his ability to
earn a living after the termination of this Agreement.


In addition, the parties acknowledge: (A) that
Executive’s services under this Agreement require unique expertise and talent
in the provision of Competitive Services and that Executive will have
substantial contacts with customers, suppliers, advertisers and vendors of the
Company; (B) that pursuant to this Agreement, Executive will be placed in
a position of trust and responsibility and he will have access to a substantial
amount of Confidential Information and Trade Secrets and that the Company is
placing him in such position and giving him access to such information in
reliance upon his agreement not to solicit customers during the Restricted
Period; (C) that due to Executive’s unique experience and talent, the loss
of Executive’s services to the Company under this Agreement cannot reasonably
or adequately be compensated solely by damages in an action at law; (D) that
Executive is capable of competing with the Company; and (E) that Executive
is capable of obtaining gainful, lucrative and desirable employment that does
not violate the restrictions contained in this Agreement.


Therefore,
Executive shall be subject to the restrictions set forth in this Section 14.


(b)        Definitions.   The following
capitalized terms used in this Section 14 shall have the meanings assigned
to them below, which definitions shall apply to both the singular and the
plural forms of such terms:


“Competitive
Position” means any employment with a Competitor in
the capacity of a senior executive officer in which Executive has duties for
such Competitor that involve Competitive Services and that are the same or
similar to those services actually performed by Executive for the Company.


“Competitive
Services” means the business of automated credit risk
management and financial technologies for the internet and traditional lending
environments.


“Competitor”
means any of the following companies: Acxiom
Corporation, CBC Companies, CSC Credit Services, The Dun & Bradstreet
Corporation, Experian Inc., Fair Issac Corporation, Nexis-Lexis and Trans Union
Corporation, each of which is engaged, wholly or in part, in Competitive
Services within the Restricted Territory.


“Confidential
Information” means all information regarding the
Company, its activities, business or clients that is the subject of reasonable
efforts by the Company to maintain its confidentiality and that is not
generally disclosed by practice or authority to persons not employed by the
Company, but that does not rise to the level of a Trade Secret. “Confidential
Information” shall include, but is not limited to, financial plans and data
concerning the Company; management planning information; business plans;
operational methods; market studies; marketing plans or strategies; product
development techniques or plans; customer lists; customer files, data and
financial information, details of customer contracts; current and anticipated
customer requirements; identifying and other information pertaining to business
referral sources; past, current and planned research and development; business
acquisition plans; and new personnel acquisition plans. “Confidential
Information” shall not include information that has become generally available
to the public by the act of one who has the right to disclose such information
without violating any right or privilege of the Company. This definition shall
not limit any definition of “confidential information” or any equivalent term
under state or federal law.



 10
 








“Determination
Date” means the date of termination of Executive’s
employment with the Company for any reason whatsoever or any earlier date
(during the Employment Period) of an alleged breach of the Restrictive
Covenants by Executive.


“Person”
means any individual or any corporation, partnership, joint venture, limited
liability company, association or other entity or enterprise.


“Principal
or Representative” means a principal, owner, partner,
stockholder, joint venturer, investor, member, trustee, director, officer,
manager, employee, agent, representative or consultant.


“Protected
Customers” means any Person to whom the Company has
sold its products or services or solicited to sell its products or services,
other than through general advertising targeted at consumers, during the 12
months prior to the Determination Date.


“Protected
Employees” means
employees of the Company who were employed by the Company or its affiliates at
any time within six months prior to the Determination Date, other than those
who were discharged by the Company or such affiliated employer without cause.


“Restricted
Period” means the Employment Period plus one year
after the Date of Termination.


“Restricted
Territory” means the United States of America.


“Restrictive
Covenants” means the restrictive covenants contained
in Section 14(c) hereof.


“Third
Party Information” means confidential or proprietary
information subject to a duty on the Company’s and its affiliates’ part to
maintain the confidentiality of such information and to use it only for certain
limited purposes.


“Trade
Secret” means all information, without regard to form,
including, but not limited to, technical or nontechnical 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, distribution lists
or a list of actual or potential customers, advertisers or suppliers which is
not commonly known by or available to the public and which information:
(A) derives 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 (B) is the
subject of efforts that are reasonable under the circumstances to maintain its
secrecy. Without limiting the foregoing, Trade Secret means any item of
confidential information that constitutes a “trade secret(s)” under the common
law or statutory law of the State of Georgia.


“Work
Product” means all inventions, innovations,
improvements, developments, methods, processes, programs, designs, analyses,
drawings, reports, and all similar or related information (whether or not
patentable) that relate to the Company’s or its affiliates’ actual or
anticipated business, research and development, or existing or future products
or services and that are conceived, developed, contributed to, made, or reduced
to practice by Executive (either solely or jointly with others) while employed
by the Company or its affiliates.



 11















(c)        Restrictive Covenants.


(i)         Restriction on Disclosure and Use of Confidential Information and Trade
Secrets.   Executive understands and agrees that the
Confidential Information and Trade Secrets constitute valuable assets of the
Company and its affiliated entities, and may not be converted to Executive’s
own use. Accordingly, Executive hereby agrees that Executive shall not,
directly or indirectly, during the Employment Period and for a period of two
years after the Date of Termination, reveal, divulge, or disclose to any Person
not expressly authorized by the Company any Confidential Information, and
Executive shall not, directly or indirectly, during the Employment Period and
for a period of two years after the Date of Termination, use or make use of any
Confidential Information in connection with any business activity other than
that of the Company. Executive shall not directly or indirectly transmit or
disclose any Trade Secret of the Company to any Person, and shall not make use
of any such Trade Secret, directly or indirectly, for himself or for others,
without the prior written consent of the Company throughout the term of this
Agreement and for the period during which the information remains a Trade
Secret under applicable law. The parties acknowledge and agree that this
Agreement is not intended to, and does not, alter either the Company’s rights
or Executive’s obligations under any state or federal statutory or common law
regarding trade secrets and unfair trade practices.


Anything herein to the contrary notwithstanding,
Executive shall not be restricted from disclosing or using Confidential
Information or any Trade Secret that is required to be disclosed by law, court
order or other legal process; provided,
however, that in the event disclosure is required by law, Executive
shall provide the Company with prompt notice of such requirement so that the
Company may seek an appropriate protective order prior to any such required
disclosure by Executive.


Executive
acknowledges that any and all Confidential Information is the exclusive
property of the Company and agrees to deliver to the Company on the Date of
Termination, or at any other time the Company may request in writing, any and
all Confidential Information which he may then possess or have under his
control in whatever form same may exist, including, but not by way of
limitation, hard copy files, soft copy files, computer disks, and all copies
thereof.


(ii)       Nonsolicitation of Protected Employees.   Executive
understands and agrees that the relationship between the Company and each of
its Protected Employees constitutes a valuable asset of the Company and may not
be converted to Executive’s own use. Accordingly, Executive hereby agrees that
during the Restricted Period, Executive shall not directly or indirectly on
Executive’s own behalf or as a Principal or Representative of any Person or
otherwise solicit or induce any Protected Employee to terminate his employment
relationship with the Company or to enter into employment with any other
Person.


(iii)      Restriction on Relationships with Protected Customers.   Executive
understands and agrees that the relationship between the Company and each of
its Protected Customers constitutes a valuable asset of the Company and may not
be converted to Executive’s own use. Accordingly, Executive hereby agrees that,
during the Restricted Period, Executive shall not, without the prior written
consent of the Company, directly or indirectly, on Executive’s own behalf or as
a Principal or Representative of any Person, solicit, divert, take away or
attempt to solicit, divert or take away a Protected Customer for the purpose of
providing or selling Competitive Services; provided,
however, that the prohibition of this covenant shall apply only to
Protected Customers with whom Executive had Material Contact on the Company’s
behalf during the 12 months immediately preceding the Date of Termination; and,
provided further, that the
prohibition of this covenant shall not apply to the conduct of general
advertising activities. For purposes of this Agreement, Executive had “Material
Contact” with a Protected Customer if (a) he had business dealings with
the Protected 



 12
 








Customer on the Company’s
behalf; (b) he was responsible for supervising or coordinating the
dealings between the Company and the Protected Customer; or (c) he
obtained Trade Secrets or Confidential Information about the customer as a
result of his association with the Company.


(iv)       Noncompetition with the Company.   In consideration of
the compensation and benefits being paid and to be paid by the Company to
Executive hereunder, Executive hereby agrees that, during the Restricted
Period, Executive will not, without prior written consent of the Company,
directly or indirectly obtain, serve in or operate in a Competitive Position with
a Competitor where his duties involve operations of such Competitor within the
Restricted Territory. Executive acknowledges that in the performance of his
duties for the Company he is charged with operating on the Company’s behalf
throughout the Restricted Territory and he hereby acknowledges, therefore, that
the Restricted Territory is reasonable.


(v)        Ownership of Work Product.   Executive acknowledges that
the Work Product belongs to the Company or its affiliates and Executive hereby
assigns, and agrees to assign, all of the Work Product to the Company or its
affiliates. Any copyrightable work prepared in whole or in part by Executive in
the course of his work for any of the foregoing entities shall be deemed a “work
made for hire” under the copyright laws, and the Company or such affiliate
shall own all rights therein. To the extent that any such copyrightable work is
not a “work made for hire,” Executive hereby assigns and agrees to assign to
the Company or such affiliate all right, title, and interest, including without
limitation, copyright in and to such copyrightable work. Executive shall
promptly disclose such Work Product and copyrightable work to the Board and
perform all actions reasonably requested by the Board (whether during or after
the Employment Period) to establish and confirm the Company’s or such affiliate’s
ownership (including, without limitation, assignments, consents, powers of
attorney, and other instruments).


(vi)       Third Party Information.   Executive understands that
the Company and its affiliates will receive Third Party Information. During the
Employment Period and thereafter, and without in any way limiting the
provisions of Section 14(c)(i) above, Executive will hold Third Party
Information in the strictest confidence and will not disclose to anyone (other
than personnel of the Company or its affiliates who need to know such
information in connection with their work for the Company or its affiliates) or
use, except in connection with his work for the Company or its affiliates,
Third Party Information unless expressly authorized by a member of the Board
(other than Executive) in writing.


(vii)     Use of Information of Prior Employers.   During the
Employment Period, Executive will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employers or
any other person to whom Executive has an obligation of confidentiality, and
will not bring onto the premises of the Company or any of its affiliates any
unpublished documents or any property belonging to any former employer or any
other person to whom Executive has an obligation of confidentiality unless
consented to by in writing the former employer or person. Executive will use in
the performance of his duties only information which is (i) generally
known and used by persons with training and experience comparable to Executive’s
and which is (x) common knowledge in the industry or (y) is otherwise
legally in the public domain, (ii) is otherwise provided or developed by
the Company or its affiliates or (iii) in the case of materials, property
or information belonging to any former employer or other person to whom
Executive has an obligation of confidentiality, approved for such use in
writing by such former employer or person.


(d)        Enforcement of Restrictive Covenants.


(i)         Rights and Remedies Upon Breach.   In the event
Executive breaches, or threatens to commit a breach of, any of the provisions
of the Restrictive Covenants, the Company shall have the 



 13
 








right and remedy to
enjoin, preliminarily and permanently, Executive from violating or threatening
to violate the Restrictive Covenants and to have the Restrictive Covenants
specifically enforced by any court or tribunal of competent jurisdiction, it
being agreed that any breach or threatened breach of the Restrictive Covenants
would cause irreparable injury to the Company and that money damages would not
provide an adequate remedy to the Company. Such right and remedy shall be
independent of any others and severally enforceable, and shall be in addition
to, and not in lieu of, any other rights and remedies available to the Company
at law or in equity.


(ii)       Severability of Covenants.   Executive acknowledges and
agrees that the Restrictive Covenants are reasonable and valid in time and
scope and in all other respects. The covenants set forth in this Agreement
shall be considered and construed as separate and independent covenants. Should
any part or provision of any covenant be held invalid, void or unenforceable,
such invalidity, voidness or unenforceability shall not render invalid, void or
unenforceable any other part or provision of this Agreement. If any portion of
the foregoing provisions is found to be invalid or unenforceable because its
duration, the territory, the definition of activities or the definition of
information covered is considered to be invalid or unreasonable in scope, the
invalid or unreasonable term shall be redefined, or a new enforceable term
provided, such that the intent of the Company and Executive in agreeing to the
provisions of this Agreement will not be impaired and the provision in question
shall be enforceable to the fullest extent of the applicable laws.


(iii)      Reformation.   The parties hereunder agree that it is
their intention that the Restrictive Covenants be enforced in accordance with
their terms to the maximum extent possible under applicable law. The parties
further agree that, in the event any tribunal of competent jurisdiction shall
find that any provision hereof is not enforceable in accordance with its terms,
the tribunal shall reform the Restrictive Covenants such that they shall be
enforceable to the maximum extent permissible at law.


15.        Mediation and Arbitration.   The
parties shall endeavor to resolve any claim or dispute arising under or
relating to this Agreement, or the breach, termination or validity of any term
of this Agreement, by mediation under the International Institute for Conflict
Prevention & Resolution (CPR) Mediation Procedure then currently in
effect; provided, however, that the Company shall retain the right at any time
to seek equitable remedies, as provided in Section 14(d), for breaches or
threatened breaches of the Restrictive Covenants. Unless the parties agree
otherwise, the mediator will be selected from the CPR Panels of Distinguished
Neutrals. The place of mediation shall be Atlanta, Georgia. Any controversy or
claim arising out of or relating to this Agreement, including the breach,
termination or validity thereof, which remains unresolved 45 days after the
appointment of a mediator, shall be finally resolved by arbitration in
accordance with the CPR Rules for Non-Administered Arbitration then
currently in effect, by a sole; provided, however, that if one party fails to
participate in the mediation as agreed herein, the other party can commence
arbitration prior to the expiration of the time periods set forth above. The
arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16,
and judgment upon the award rendered by the arbitrator(s) may be entered
by any court having jurisdiction thereof. The place of arbitration shall be
Atlanta, Georgia.


16.        Assignment and Successors.


(a)        This
Agreement is personal to Executive and without the prior written consent of the
Company shall not be assignable by Executive otherwise than by will or the laws
of descent and distribution. This Agreement shall inure to the benefit of and
be enforceable by Executive’s legal representatives.


(b)        This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.



 14
 








(c)        The
Company will require any Surviving Entity resulting from a Reorganization, Sale
or Acquisition (if other than the Company) to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no Reorganization, Sale or
Acquisition had taken place. As used in this Agreement, “Company” shall mean
the Company as hereinbefore defined and a legal successor to its business
and/or a purchaser of all or substantially all of its assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.


17.        Miscellaneous.


(a)        Waiver.   Failure of either party to insist, in one or
more instances, on performance by the other in strict accordance with the terms
and conditions of this Agreement shall not be deemed a waiver or relinquishment
of any right granted in this Agreement or of the future performance of any such
term or condition or of any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by the party making the waiver.


(b)        Severability.   If any provision or covenant, or any
part thereof, of this Agreement should be held by any tribunal of competent
jurisdiction to be invalid, illegal or unenforceable, either in whole or in
part, such invalidity, illegality or unenforceability shall not affect the
validity, legality or enforceability of the remaining provisions or covenants,
or any part thereof, of this Agreement, all of which shall remain in full force
and effect.


(c)        Other Agents.   Nothing in this Agreement is to be
interpreted as limiting the Company from employing other personnel on such
terms and conditions as may be satisfactory to it, except that this Section 17(c) shall
not override the provision of Section 7(d)(i).


(d)        Entire Agreement.   Except as provided herein, this
Agreement contains the entire agreement between the Company and Executive with
respect to the subject matter hereof and, from and after the Effective Date,
this Agreement shall supersede any other agreement between the parties with
respect to the subject matter hereof, including without limitation, the Prior
Agreement.


(e)        Governing Law.   Except to the extent preempted by
federal law, and without regard to conflict of laws principles, the laws of the
State of Georgia shall govern this Agreement in all respects, whether as to its
validity, construction, capacity, performance or otherwise.


(f)         Notices.   All notices, requests, demands and other
communications required or permitted hereunder shall be in writing and shall be
deemed to have been duly given if delivered or three days after mailing if
mailed, first class, certified mail, postage prepaid:


To
the Company:           Equifax Inc.

1550 Peachtree Street, N.W.

Atlanta, Georgia 30309

Attention: General Counsel


To
Executive:                              Richard
F. Smith

2845 West 111th Terrace

Leawood, Kansas 66211-3090


Any party may change the address to which notices,
requests, demands and other communications shall be delivered or mailed by
giving notice thereof to the other party in the same manner provided herein.


(g)        Amendments and Modifications.   This Agreement may be
amended or modified only by a writing signed by both parties hereto, which
makes specific reference to this Agreement.


(h)        Construction.   Each party and his or its counsel have
reviewed this Agreement and have been provided the opportunity to revise this
Agreement and accordingly, the normal rule of construction to 



 15
 








the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement. Instead, the language of all parts of
this Agreement shall be construed as a whole, and according to its fair
meaning, and not strictly for or against either party.


(i)         Withholding.   The Company or its subsidiaries, if
applicable, shall be entitled to deduct or withhold from any amounts owing from
the Company or any such affiliate to Executive any federal, state, local or
foreign withholding taxes, excise taxes, or employment taxes (“Taxes”) imposed
with respect to Executive’s compensation or other payments from the Company or
any of its affiliates. In the event the Company or its affiliates do not make
such deductions or withholdings, Executive shall indemnify the Company and its
affiliates for any amounts paid with respect to any such Taxes.


(j)         Legal Fees.


(i)         The Company shall reimburse Executive’s reasonable
legal fees and expenses incurred in negotiating and documenting this Agreement
and any other related documents or matters.


(ii)       In the
event of any dispute between Executive and the Company following a Change in
Control (as defined in the CIC Agreement), the Company shall reimburse
Executive for attorney’s fees and expenses reasonably incurred by Executive in
such dispute. Notwithstanding the foregoing, in the event that the Company pays
Executive’s legal fees and expenses relating to a dispute hereunder and an
arbitrator or a court later determines that Executive’s positions with respect
to such dispute were advanced in bad faith, Executive shall promptly repay such
legal fees and expenses to the Company.


(iii)      In the
event of any dispute between Executive and the Company, the Company shall
reimburse Executive for attorney’s fees and expenses reasonably incurred by
Executive in such dispute in connection with those issues upon which Executive
is determined by an arbitrator or a court to have prevailed upon the merits.


(Signatures on following
page)



 16
 








IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Employment
Agreement as of the date first above written.




	
  

  	
  EQUIFAX
  INC.

  
	
   

  	
  By:

  	
  /s/ KAREN H. GASTON

  
	
   

  	
  Title:

  	
  Chief
  Administrative Officer

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
  /s/ RICHARD F. SMITH

  
	
   

  	
  Richard F. Smith

  
				






 



 17















EXHIBIT A


Form of
Release


THIS RELEASE (“Release”) is granted effective as of
the          day of                   ,
      , by Richard F. Smith (“Executive”) in
favor of Equifax Inc. (the “Company”). This is the Release referred to in that
certain Employment Agreement effective as of September 19, 2005 by and
between the Company and Executive (the “Employment Agreement”), with respect to
which this Release is an integral part.


FOR AND IN CONSIDERATION of the payments and benefits
provided by Section 8 of the Employment Agreement and the Company’s other
promises and covenants as recited in the Employment Agreement, the receipt and
sufficiency of which are hereby acknowledged, Executive, for himself, his
successors and assigns, now and forever hereby releases and discharges the
Company and all its past and present officers, directors, stockholders,
employees, agents, parent corporations, predecessors, subsidiaries, affiliates,
estates, successors, assigns, benefit plans, consultants, administrators, and
attorneys (hereinafter collectively referred to as “Releasees”) from any and
all claims, charges, actions, causes of action, sums of money due, suits,
debts, covenants, contracts, agreements, promises, demands or liabilities
(hereinafter collectively referred to as “Claims”) whatsoever, in law or in
equity, whether known or unknown, which Executive ever had or now has from the
beginning of time up to the date this Release (“Release”) is executed,
including, but not limited to, claims under the Age Discrimination in
Employment Act, as amended by the Older Workers Benefit Protection Act, Title
VII of the Civil Rights Act of 1964 (and all of its amendments), the Americans
with Disabilities Act, as amended, or any other federal or state statutes, all
tort claims, all claims for wrongful employment termination or breach of
contract, and any other claims which Executive has, had, or may have against
the Releasees on account of or arising out of Executive’s employment with or
termination from the Company; provided,
however, that nothing contained in this Release shall in any way
diminish or impair (i) any rights of Executive to the benefits conferred
or referenced in the Employment Agreement, (ii) any rights to
indemnification that may exist from time to time under any Indemnification
Agreement between Executive and the Company, or the Company’s articles of
incorporation or bylaws, or Georgia law, or (iii) Executive’s ability to
raise an affirmative defense in connection with any lawsuit or other legal
claim or charge instituted or asserted by the Company against Executive
(collectively, the “Excluded Claims”).


Without limiting the generality of the foregoing,
Executive hereby acknowledges and covenants that in consideration for the sums
being paid to him he has knowingly waived any right or opportunity to assert
any claim that is in any way connected with any employment relationship or the
termination of any employment relationship which existed between the Company
and Executive. Executive further understands and agrees that, except for the
Excluded Claims, he has knowingly relinquished, waived and forever released any
and all remedies arising out of the aforesaid employment relationship or the
termination thereof, including, without limitation, claims for backpay, front pay,
liquidated damages, compensatory damages, general damages, special damages,
punitive damages, exemplary damages, costs, expenses and attorneys’ fees.


Executive specifically acknowledges and agrees that he
has knowingly and voluntarily released the Company and all other Releasees from
any and all claims arising under the Age Discrimination in Employment Act (“ADEA”),
29 U.S.C. § 621, et seq., which Executive ever had or now has
from the beginning of time up to the date this Release is executed, including but
not limited to those claims which are in any way connected with any employment
relationship or the termination of any employment relationship which existed
between the Company and Executive. Executive further acknowledges and agrees
that he has been advised to consult with an attorney prior to executing this
Release and that he has been given twenty-one (21) days to consider this
Release prior to its execution. Executive also understands that he may revoke
this Release at any time within seven (7) days following its execution. Executive













understands, however, that
this Release shall not become effective and that none of the consideration
described above shall be paid to him until the expiration of the seven-day
revocation period.


Executive agrees never to seek reemployment or future
employment with the Company or any of the other Releasees.


Executive acknowledges that the terms of this Release
must be kept confidential. Accordingly, Executive agrees not to disclose or
publish to any person or entity the terms and conditions or sums being paid in
connection with this Release, except as required by law, as necessary to
prepare tax returns, or as necessary to enforce the Excluded Claims.


It is understood and agreed by Executive that the
payment made to him is not to be construed as an admission of any liability
whatsoever on the part of the Company or any of the other Releasees, by whom
liability is expressly denied.


Executive agrees and covenants that he will not make
any derogatory or disparaging statements about or relating to the Company, its
business practices, its products, its services or its employment practices and
that he will not engage in any harassing conduct directed at Company. For
purposes of this provision, “Company” means and includes the Company and its
officers, directors, agents, representatives and employees. Nothing in this
provision is intended to prohibit Executive from testifying truthfully in any
judicial or quasi-judicial proceeding.


This Release is executed by Executive voluntarily and
is not based upon any representations or statements of any kind made by the
Company or any of the other Releasees as to the merits, legal liabilities or
value of his claims. Executive further acknowledges that he has had a full and
reasonable opportunity to consider this Release and that he has not been
pressured or in any way coerced into executing this Release.


Executive acknowledges and agrees that this Release
may not be revoked at any time after the expiration of the seven-day revocation
period and that he will not institute any suit, action, or proceeding, whether
at law or equity, challenging the enforceability of this Release. Furthermore,
with the exception of an action to challenge his waiver of claims under the
ADEA, if Executive does not prevail in an action to challenge this Release, to
obtain an order declaring this Release to be null and void, or in any action
against the Company or any other Releasee based upon a claim which is covered
by the release set forth herein, Executive shall pay to the Company and/or the
appropriate Releasee all their costs and attorneys’ fees incurred in their
defense of Executive’s action.


This Release and the rights and obligations of the
parties hereto shall be governed and construed in accordance with the laws of
the State of Georgia. If any provision hereof is unenforceable or is held to be
unenforceable, such provision shall be fully severable, and this document and
its terms shall be construed and enforced as if such unenforceable provision
had never comprised a part hereof, the remaining provisions hereof shall remain
in full force and effect, and the court or tribunal construing the provisions
shall add as a part hereof a provision as similar in terms and effect to such
unenforceable provision as may be enforceable, in lieu of the unenforceable
provision.


This document contains all terms of the Release and
supersedes and invalidates any previous agreements or contracts. No
representations, inducements, promises or agreements, oral or otherwise, which
are not embodied herein shall be of any force or effect.



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IN WITNESS WHEREOF, the
undersigned acknowledges that he has read these three pages and he sets
his hand and seal this           
day of                         ,
20       .




	
  

  	
   

  	
   

  
	
  

  	
  Richard F. Smith

  






 


Sworn to and subscribed
before me this           day of                       ,
20      .




	
  

  	
   

  	
   

  
	
  Notary Public

  	
   

  
	
  My Commission
  Expires:

  	
   

  
	
   

  	
   

  	
   

  






 



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