EXHIBIT
10.11


 


EQUIFAX INC. 2008 OMNIBUS INCENTIVE
PLAN


 


2008 SUB-PLAN FOR UK PARTICIPANTS


 


APPROVED STOCK OPTION AGREEMENT


 


Name:
[Participant]


 


Number of
Shares subject to Option: [Number of Shares]


 


Exercise
Price per Share: $[Exercise Price]


 


Date of Grant:  [Grant Date]


 


Pursuant to the
2008 Sub-Plan for UK Participants (the “Sub-Plan”) of the Equifax Inc. 2008
Omnibus Incentive Plan (the “Plan”), Equifax Inc., a Georgia corporation (the
“Company”), has granted the above-named Participant (the “Participant”) an
Option (the “Option”) to purchase shares of common stock of the Company (the
“Shares”), the terms and conditions of which are set in this agreement (the
“Agreement”), in the Plan and in the Sub-Plan. 
A copy of the Sub-Plan has already been provided to you.  If there is any inconsistency between this
Agreement and the Sub-Plan, the Sub-Plan shall prevail.  Capitalised terms used in this Agreement and
not defined herein shall have the meanings set forth in the Sub-Plan or Plan.


 


1.             Grant of Option.


 


The Company on the Date
of Grant set forth above granted to the Participant (subject to the terms of
the Plan, the Sub-Plan and this Agreement) the right to purchase from the
Company all or part of the Number of Shares stated above (the “Option”).  This Agreement is not intended to be, and
shall not be treated as, an incentive stock option as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


2.             Basic Terms and
Conditions.


 


The Option is subject to
the following basic terms and conditions:


 


a.     Expiration Date.  Except as otherwise provided in this
Agreement, the Option will expire ten (10) years from the Date of Grant
(the “Expiration Date”).


 


b.     Exercise of Option. 
Except as provided in sections 2(d) or 3, the Option shall be
exercisable with respect to one-third of the Number of Shares subject to this
Option on each of the first three anniversaries of the Date of Grant so that
this Option shall be fully exercisable on the third anniversary of the Date of
Grant, provided the Participant (i) remains employed by a Participating
Company as defined in the Sub-Plan or (ii) subject to the provisions of
section 2(d)(ii), terminates employment by reason of Retirement (as such term
is defined in the Sub-Plan).  Once
exercisable, in whole or part, the Option will continue to be so exercisable
until the earlier of the termination of Participant’s rights under Section 2(d) or
3, or the Expiration Date.


 


It
is a condition of the exercise of this Option that the Participant enters into
an election whereby the liability for payment of the employer’s secondary
national insurance arising in connection with the Option is transferred to the
Participant. The election, the terms of which have been approved by HM Revenue &
Customs, are attached hereto.  This election does not apply in relation to
any liability, or any part of any liability, arising as a result of regulations
being given retrospective effect by virtue of section 4B(2) of either the
Social Security Contributions and Benefits Act 1992 or the Social Security
Contributions and Benefits (Northern Ireland) Act 1992.  Failure to complete and return the signed
election will result in the Option being null and void.


 


1

















 


If
any part of the Option is exercised before the third anniversary of the Date of
Grant, the exercise will not carry any tax advantages.  Please see the Tax Addendum attached for more
information.


 


c. Method of Exercise and Payment for Shares.  In order to exercise the Option, it must be
vested and must not have expired, and the Participant must give written notice
in a manner prescribed by the Company from time to time together with payment
of the Exercise Price to the Company at the Company’s principal office in
Atlanta, Georgia, or as otherwise directed by the Committee.  The date of Exercise will be the date of
receipt of the notice or any later date specified in the notice. The
Participant must pay the Exercise Price (i) in cash or a cash equivalent
acceptable to the Committee, (ii) by net settlement of the Option in the
manner designated by the Committee, or (iii) by the “cashless exercise
program” established by the Committee and set out in the rules of the
Sub-Plan.  Not all forms and methods of
payment are available in every country.


 


If at exercise, the Participant
is not in compliance with the Company’s minimum stock ownership guidelines then
in effect for Participant’s job grade or classification, if any, then the
Participant will not be entitled to exercise the Option using a “cashless
exercise program” of the Company (if then in effect), unless the net proceeds
received by the Participant from that exercise consist only of Shares and
Participant agrees to hold all those Shares for at least one (1) year.


 


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


 


i.      Elimination of Position which shall be taken to be the same as
redundancy within the meaning of the Employment Rights Act 1996. Except as provided in Sections 3 or 4
below, if the termination of the Participant’s employment results from the
Company’s elimination of the position held by the Participant, then the
Participant will continue to have the right to exercise the Option with respect
to that portion of the number of Shares for which the Option was vested and
exercisable on the date of the Participant’s termination of employment and the
remaining portion shall be forfeited and cancelled.  Except as provided in subsection 2(d)(iv)(A) below,
the right to exercise the vested portion of the Option will continue until the
earlier of the last day of the one-year period commencing on the date of
termination of employment, or the Expiration Date.


 


ii.     Retirement.


 


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


 


The
Participant will continue to have the right to exercise the Option with respect
to that portion of the Shares for which the Option is vested and exercisable
from time to time until the earlier of the last day of the sixty (60) month
period following the Participant’s Retirement or the Expiration Date.


 


iii.    Disability. 
Except as provided in Sections 3 or 4 below, if the termination of the
Participant’s employment results from the Participant’s disability, then the
Participant will continue to have the right to exercise the Option with respect
to that portion of the Shares for which the Option was vested and exercisable
on the last date of the Participant’s employment and the remaining portion
shall be forfeited and cancelled. Except as provided in Section 2(d)(iv)(A) below,
the right to exercise the vested portion of the Option will continue until the
earlier of the last day of the sixty (60) month period following the last date
of the Participant’s active employment or the Expiration Date.


 


iv.    Death.


 


(A) Except as provided
in Sections 3 or 4 below, if the termination of the Participant’s employment
results from the Participant’s death, then the Participant’s personal 


 


2

















 


representatives shall be
entitled to exercise the Option with respect to that portion of the Shares for
which the Option was vested and exercisable on the date of the Participant’s
death and the remaining portion shall be forfeited and cancelled.  The right to exercise the vested portion of
the Option will continue until the earlier of the last day of the twelve (12)
month period following the Participant’s death or the Expiration Date.


 


(B) If the Participant
dies following termination of employment and prior to the expiration of any
remaining period during which the Option may be exercised in accordance with
subsections (i), (ii) or (iii) above, or Section 3, the
remaining period during which the Option will be exercisable (by the
Participant’s personal representatives) will be the greater of (a) the
remaining period under the applicable section or paragraph referred to above,
or (b) six (6) months from the date of death; provided that under no
circumstances will the Option be exercisable after the Expiration Date.


 


2.              Change of Control.


 


If a Change of Control of
the Company occurs while the Participant is employed by a Participating
Company, then the portion of the Option which has not yet been exercised will
become immediately vested and exercisable (the “Unexercised Portion”)
immediately prior to and conditional on the change of control. If the
Unexercised Portion of the Options continue to remain outstanding after the
Change of Control and if Participant’s employment with the Participating
Company terminates after the date on which the Change of Control occurs other
than as a result of a termination by the Participating Company for Cause, then
the Participant (or, if applicable, Participant’s personal representative) will
have the right to exercise the Unexercised Portion.  Except as provided in Section 2(d)(iv)(B) above
or Section 4 below, that right may be exercised until the earlier of the
last day of the sixty (60) month period following the termination of
Participant’s employment or the Expiration Date.


 


3.              Cancellation and
Rescission of Option.


 


a.             If, at
any time, (i) during the Participant’s employment with a Participating
Company or (ii) during the period after the Participant’s termination of
employment with a Participating Company for any reason during which all or part
of the Option remains exercisable, but not to exceed 24 months following the
Participant’s termination of employment, the Participant engages in any
“Detrimental Activity” (as defined in subsection (b) below), the Committee
may, notwithstanding any other provision in this Agreement to the contrary,
cancel, rescind, suspend, withhold or otherwise restrict or limit this Option
as of the first date the Participant engaged in the Detrimental Activity, as
determined by the Committee. Without limiting the generality of the foregoing,
the Committee may also require the Participant to pay to the Company any gain
realized by the Participant from exercising all or any portion of the Option
hereunder during the period beginning six (6) months prior to the date on
which the Participant engaged or began engaging in Detrimental Activity.


 


b.              For
purposes of this Agreement, “Detrimental Activity” shall mean and include any
of the following:


 


i.                  the breach or violation of any other
agreement between the 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 the Participant or third parties except in connection with the
performance of the 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;


 


3

















 


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 the 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 the 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 the Participant
is not engaging in Detrimental Activity.


 


c.             “Trade
Secret” means information, including, but not limited to, technical or
non-technical data, a formula, a pattern, a compilation, a program, a device, a
method, a technique, a drawing, a process, financial data, financial plans,
product plans, or a list of actual or potential Company customers or suppliers
which (i) derives independent economic value, actual or potential, from
not being generally known to, and not being readily ascertainable by proper
means by, other persons who can obtain economic value from its disclosure or
use, and (ii) is the subject of the Company’s efforts that are reasonable
under the circumstances to maintain secrecy; or as otherwise defined by
applicable state law.


 


d.            “Confidential
Information” means any and all knowledge, information, data, methods or plans
(other than Trade Secrets) which are now or at any time in the future
developed, used or employed by the Company which are treated as confidential by
the Company and not generally disclosed by the Company to the public, and which
relate to the business or financial affairs of the Company, including, but not
limited to, financial statements and information, marketing strategies,
business development plans, acquisition or divestiture plans, and product or
process enhancement plans.


 


4.               Termination for Cause.


 


For purposes of this
Agreement, termination for “Cause” means termination as a result of (a) the
willful and continued failure by the Participant to substantially perform his
or her duties with the Company or any Subsidiary (other than a failure
resulting from the Participant’s incapacity due to physical or mental illness),
after a written demand for substantial performance is delivered to the
Participant by his or her superior officer which specifically identifies the
manner the officer believes that the Participant has not substantially
performed his or her duties, or (b) the Participant’s willful misconduct
which materially injures the Company, monetarily or otherwise.  For purposes of this Section, the
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.


 


5.              Non-Transferability
of Award.


 


This Option may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated by
operation of law or otherwise (except as permitted by the Plan or
Sub-Plan).  Any attempt to do so contrary to the provisions hereof shall
be null and void.


 


6.              Conditions to
Exercise of Award and Issuance of Shares.


 


The Shares deliverable to the Participant upon the exercise of the
Option hereunder may be either previously authorized but unissued Shares or
issued Shares which have been reacquired by the Company.  The Participant must 


 


4

















 


receive the shares within 30 days of the date of exercise providing
that the following conditions are met. The Company shall not be required to
honor the exercise of the Option or issue any certificate or certificates for
Shares prior to fulfillment of all of the following conditions: (a) the
admission of such Shares to listing on all stock exchanges on which such class
of stock is then listed; (b) the completion of any registration or other
qualification of such Shares under any state or federal law or under the
rulings and regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Committee shall, in its discretion,
deem necessary or advisable; (c) the obtaining of any approval or other
clearance from any state or federal governmental agency, which the Committee shall,
in its discretion, determine to be necessary or advisable.


 


7.              No Rights as
Shareholder.


 


Except as provided in Sections 3 or 11, the Participant shall not have
voting, dividend or any other rights as a shareholder of the Company with
respect to the unexercised Option.  Upon exercise of a vested Option into
Shares, the Participant will obtain full voting and other rights as a
shareholder of the Company with respect to such Shares.


 


8.              Administration.


 


Subject to rule 15 of the Sub-Plan, the Committee shall have the
power to interpret the Plan, the Sub-Plan and this Option 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, the Sub-Plan or this Option Agreement.


 


9.     Fractional Shares.


 


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


 


10.       Adjustments in Capital
Structure.


 


Subject to rule 15
of the Sub-Plan, 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 of Shares or other stock or securities subject to the
Option and to the purchase price for such Shares or other stock or
securities.  The Committee’s adjustments
shall be effective and final, binding and conclusive for all purposes of this.
Any adjustment made will not have effect until it has been approved by HM
Revenue & Customs.


 


11.  Taxes.


 


A Participant shall be
responsible for and indemnify all relevant Group Members against, all Relevant
Tax relating to his exercise of the Option. 
Any Group Member may withhold an amount equal to such Relevant Tax from
any amounts due to the Participant (to the extent such withholding is lawful)
and/or make any other arrangements as it considers appropriate to ensure
recovery of such Relevant Tax including, without limitation, the sale of
sufficient Shares acquired pursuant to the exercise of the Option to realise an
amount equal to the Relevant Tax (and the payment of that amount to the
relevant authorities in satisfaction of the Relevant Tax).


 


12.  Consents.


 


By accepting the grant of
this Option,  the 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, Sub-Plan or this Option Agreement; (ii) the grant of this Option
is voluntary and occasional and does not create any contractual or other right
to receive future grants of stock options, or benefits in lieu of stock
options, even if stock options have been granted repeatedly in the past; (iii) all
decisions with respect to future grants, if any, will be at the sole discretion
of the Company; (iv) the Participant’s participation in the Plan shall not
create a right of further employment with the Company and shall not interfere
with the ability of the Company to terminate the 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) the Participant is participating voluntarily in
the Plan and Sub-Plan; (vi) this Option is an extraordinary item that is
outside the scope of the Participant’s employment contract, if any; (vii) this
Option 


 


5

















 


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) the future value of
the underlying Shares is unknown and cannot be predicted with certainty; (ix) if
the underlying Shares do not increase in value, this Option will have no value;
(x) if the Participant exercises this Option and obtains Shares, the value
of those Shares acquired upon exercise may increase or decrease in value, even
below the Exercise Price; (xi) in consideration of the grant of this Option, no
claim or entitlement to compensation or damages shall arise from termination of
this Option or diminution in value of this Option or Shares purchased through
exercise of this Option resulting from termination of the Participant’s
employment by the Company or the Employer (for any reason whatsoever and
whether or not in breach of local labor laws) and the 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 Option
Agreement, the Participant shall be deemed irrevocably to have waived any
entitlement to pursue such claim; and (xii) 
except as otherwise expressly provided in the Plan, in the event of
involuntary termination of employment (whether or not in breach of local labor
laws), the Participant’s right to receive stock options and vest in stock
options under the Plan and Sub-Plan, if any, will terminate effective as of the
date that the 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), the Participant’s right to exercise this Option after
termination of employment, if any, will be measured by the date of termination
of the Participant’s active employment and will not be extended by any notice period
mandated under local law; the Committee in its fair and reasonable opinion
determine when the Participant is no longer actively employed for purposes of
this Option.


 


13.  Consent for Accumulation and Transfer of Data.


 


The Participant consents
to the accumulation and transfer of data concerning him or her and the Option
to and from the Company and UBS, or such other agent as may administer the Plan
and Sub-Plan on behalf of the Company from time to time.  In addition, the Participant understands that
the Company holds certain personal information about the 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 the Participant. The 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 the Participant is
employed, and to the United States.  The
legal persons for whom such personal data are intended are the Company, UBS and
any other company providing services to the Company in connection with
compensation planning purposes or the administration of the Plan.


 


14.  Plan Information.


 


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


 


15.  Plan Incorporated by Reference; Conflicts.


 


The Plan, the Sub-Plan
and this Option 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 the Participant with respect to
the subject matter hereof, and may not be modified adversely to the
Participant’s interest except by means of a writing signed by the Company and
the Participant.  Notwithstanding the
foregoing, nothing in the Plan, Sub-Plan or this Option Agreement shall affect
the validity or interpretation of any duly authorized written agreement between
the Company and Participant under which an Option properly granted under and
pursuant to the Plan serves as any part of the consideration furnished to the
Participant. If provisions of the Plan and Sub-Plan and the provisions of this
Option Agreement conflict, the Sub-Plan provisions will govern.


 


6

















 


16.   Participant Bound by Plan.


 


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


 


17.   Governing Law.


 


This Option Agreement and
the rules of the Sub-Plan shall be governed by and construed in accordance
with the laws of England and Wales. Any person referred to in this Plan submits
to the exclusive jurisdiction of the English courts.


 


18.   Translations.


 


If the 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.


 


19.   Severability.


 


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


 




	
  PARTICIPANT

  	
   

  	
  EQUIFAX INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  By:

  
	
   

  	
   

  	
  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.


 


#133843 (5/19/08)


 


7

















 


Joint Election for the transfer of Employer’s

National Insurance Contributions to the employee


 


1.       Between


 


The Company Equifax plc. (registered
number:02425920) (‘the Secondary Contributor’ who is the employer), whose
Registered Office is at Capital House, 25 Chapel Street, London NW1 5DS and


 


[insert name of employee],
‘the Employee’, whose National Insurance number is [AA 000000 A].


 


2. Purpose and scope of election


 


(a) This election covers the


 


(Delete as appropriate)


 


·                  grant of
employment related securities options


·                  the award of
employment related restricted securities and/ or


·                  the award of
employment related convertible securities


 


under the Equifax Inc. 2008 Omnibus Incentive Plan
(2008 Sub-Plan for UK Participants)


 


·                  Scheme


·                  Plan


·                  Individual
awards or grants [Where no specific scheme or plan has been set-up such as the
grant of EMI options]


 


(Delete as appropriate)


 


·                  on [DD/MM/YYYY] or


·                  between [DD/MM/YYYY] and [DD/MM/YYYY] or


·                  on or after [DD/MM/YYYY]


 


(b) This joint election is made in accordance
with Paragraph 3B(1) of Schedule 1 of the Social Security Contributions
and Benefits Act 1992 (‘SSCBA 1992’).


 


(c) The Company requests the Employee to
enter into this joint election to transfer the liability for the secondary
contributor’s National Insurance contributions that arise on any relevant employment income covered by this election from the
secondary contributor to the Employee.


 


(d) The employer’s National Insurance
liability that shall transfer from the employer to the Employee under this
joint election is


 


(Delete as appropriate)


 


·                  the whole of the
secondary liability or


·                  [X %] of the
secondary liability or


·                  the secondary
liability on gains in excess of [£X]


 


8

















 


Relevant employment income from securities
and options specified in 2(a) on which employer’s National Insurance
Contributions becomes due is defined as:


 


i. an amount that counts as employment income of
the earner under section 426 of ITEPA 2003 (restricted securities: charge on
certain post-acquisition events),


 


ii. an amount that counts as employment income of
the earner under section 438 of that Act (convertible securities: charge on
certain post-acquisition events), or


 


iii. any gain that is treated as remuneration
derived from the earner’s employment by virtue of section 4(4)(a) SSCBA
1992.


 


(e) This joint election will not apply to the
extent that it relates to relevant employment income which is employment income
of the earner by virtue of Chapter 3A of Part 7 of ITEPA 2003 (employment
income: securities with artificially depressed market value).


 


(f) This election does not apply in relation
to any liability, or any part of any liability, arising as a result of
regulations being given retrospective effect by virtue of section 4B(2) of
either the Social Security Contributions and Benefits Act 1992 or the Social
Security Contributions and Benefits (Northern Ireland) Act 1992.


 


3. Arrangements for payment of secondary
NICs


 


(a) In signing this joint-election the
Employee authorises the Company, or other body (if applicable), to recover an
amount sufficient to cover the liability for the employer’s National Insurance
contributions transferred under this election in accordance with the
arrangements summarised below [and further detailed in the attached
scheme/plan/personal arrangement, [delete where necessary]].


 


·                  A deduction from
salary or other payments due.


·                  The delivery in
cleared funds from the Employee in sufficient time to enable the Company to
make payment to H M Revenue & Customs (HMRC).


·                  The sale of
sufficient shares acquired from the Employee’s securities option following
notification to the Company Secretary/Scheme Administrator (delete as necessary
or add other party if applicable), the proceeds of which must be delivered to
the Company in sufficient time for payment to be made to HMRC by the due date.


·                  A deduction from
any cash payment, treated as Relevant Employment Income, given to the Employee.


·                  Where the
proceeds of the gain are to be made through a third party, the Employee will
authorise that party to withhold an amount from the payment or to sell shares
sufficient to cover the secondary NICs transferred. Such amount will be paid in
sufficient time to enable the Company to make payment to HMRC by the due date.


 


(b) The Company and the Employee will ensure
that payment of the liability for the secondary NICs will be made to HMRC
within 14 days following the end of the Income Tax month in which the relevant
employment income arises — the due date.


 


The
Employee understands that in making this election they will be personally
liable for the secondary NICs covered by this election.


 


9

















 


4. Duration of this election


 


(a) This joint election shall continue in
force from the time it is made until whichever of the following first takes
place:


 


·                  The Company
gives notice to the Employee terminating the joint election, or


·                  it is cancelled
jointly by the Company and the Employee. or


·                  it ceases to
have effect in accordance with the terms of the joint election, or


·                  HMRC serves
notice on the Company that the approval of the joint election has been
withdrawn.


 


(b) The terms of this joint-election will
continue in full force regardless of whether the Employee ceases to be an
employee of the Company.


 


5. Declaration


 


In signing this joint election both the Company
and the Employee agree to be bound by its terms as stated above.


 




	
  Signature of Employee 

  	
   

  	
   

  	
  Date 

  	
        /      /      

  
	
   

  	
   

  	
   

  
	
  Signature for the Company

  	
   

  	
   

  	
  Date 

  	
        /      /      

  
	
   

  	
   

  	
   

  
	
  Position in Company 

  	
   

  	
   

  	
   

  
							






 


10