EXHIBIT
10.17


 


EQUIFAX INC. 
2008 OMNIBUS INCENTIVE PLAN


 


NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT


 


[Director]


 


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


 


Date of Grant:  [Grant Date]


 


Pursuant to the Equifax Inc.
2008 Omnibus Incentive Plan (the “Plan”), Equifax Inc., a Georgia corporation
(the “Company”), hereby grants to the above-referenced non-employee member of
the Board of Directors of the Company  (the
“Director”) on the Date of Grant set forth above, an award of Restricted Stock
Units (the “Award”) entitling Director to receive such number of shares of
Company common stock (the “Shares”) as is set forth above on the terms and
conditions set forth in this agreement (this “Agreement”) and the Plan.  Capitalized terms used in this Agreement and
not defined herein shall have the meanings set forth in the Plan.


 


In consideration of the
mutual promises set forth below, the parties hereto agree as follows:


 


1.   Grant of Units.  Subject to the
terms and conditions of this Agreement and the Plan, effective as of the Grant
Date set forth above, the Company hereby grants to the Director [Number
of Shares] restricted stock units (the “Shares”) under the Plan.


 


2.   Vesting.  Subject to Section 3
below, the Shares shall vest on the first anniversary of the Grant Date set
forth above (the “Vesting Date”).  Prior to the Vesting Date, the Shares
shall be nontransferable and, except as otherwise provided herein, shall be
forfeited upon the Director’s termination of service as a director of the
Company.  The Committee which administers the Plan reserves the right, in
its sole discretion, to waive or reduce the vesting requirements.


 


3.   Termination of Service as a Director.


 


(a)   Termination by Death or
for Disability.  In the event Director dies or incurs a Disability
while actively serving as a director of the Company, all outstanding unvested
Shares granted to Director shall immediately become fully vested and
nonforfeitable.  The Company shall transfer
the Shares issuable as a result of such vesting in accordance with Section 4
below.


 


(b)  Termination
by Retirement.  If Director’s service as a director with the Company
is terminated by his or her Retirement, all outstanding unvested Shares shall
immediately become fully vested and nonforfeitable.  The Company shall transfer the Shares
issuable as a result of such vesting in accordance with Section 4 below.


 


(c)  Other
Termination.  If Director ceases to serve as director other than due
to death, Disability or Retirement, all outstanding unvested Shares shall
immediately expire, and Director’s right to any such Shares shall terminate
immediately upon the date the Director ceases to serve as a director.


 


(d)  Change of
Control.  In the event a Change of Control occurs while the Director is
serving as a director of the Company, all of the Shares awarded pursuant to
this Agreement shall become fully vested and nonforfeitable as of the date on
which the Change of Control occurs.  The
Company shall transfer the Shares issuable as a result of such vesting in
accordance with Section 4 below.


 


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


 


1

















 


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


 


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


 


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


 


8.   No  Rights as Shareholder. 
Except as provided in Section 5, Director shall not have voting or any
other rights as a shareholder of the Company with respect to the Shares. 
Upon settlement of the restricted stock units into Shares, Director will obtain
full voting and other rights as a shareholder of the Company with respect to
such Shares.


 


9.   Administration.  The Committee
shall have the power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation, and application of the Plan
as are consistent therewith and to interpret or revoke any such rules. 
All actions taken and all interpretations and determinations made by the
Committee shall be final and binding upon the Director, the Company, and all
other interested persons.  No member of the Committee shall be personally
liable for any action, determination, or interpretation made in good faith with
respect to the Plan or this Agreement.


 


10.   Withholding Taxes.  The Company will not withhold any
federal, state or local income taxes in connection with the Shares.  The Director will be solely responsible for
any tax liability associated with the award of the Shares.


 


11.   Amendment.  This Agreement may be
amended only by a writing executed by the Company and the Director which
specifically states that it is amending this Agreement.  Notwithstanding
the foregoing, this Agreement may be amended solely by the Committee by a
writing which specifically states that it is amending this Agreement, so long
as a copy of such amendment is delivered to the Director, and provided that no
such amendment adversely affecting the rights of the Director, hereunder may be
made without the Director’s written consent.  Without limiting the
foregoing, the Committee reserves the right to change, by written notice to the
Director, the provisions of the Shares or this Agreement in any way it may deem
necessary or advisable to carry out the purpose of the grant as a result of any
change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change shall be applicable only to
Shares which are then subject to restrictions as provided herein.


 


12.   Severability.  If all or any part
of this Agreement or the Plan is declared by any court or governmental
authority to be unlawful or invalid, such unlawfulness or invalidity shall not
invalidate any portion of this Agreement or the Plan not declared to be
unlawful or invalid.  Any Section of this Agreement (or part of such
a Section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful
and valid.


 


13.   Construction.  The Shares are
being issued pursuant to Section 11 of the Plan and are subject to the
terms of the Plan.  To the extent that any provision of this Agreement
violates or is inconsistent with an express provision of the Plan, the Plan
provision shall govern and any inconsistent provision in this Agreement shall
be of no force or effect.


 


2

















 


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


 


15.   Addresses
for Notices.  Any  notice to be given to the Company under the terms of this
Agreement shall be addressed to the Company as follows:  Corporate Secretary, Equifax Inc., 1550
Peachtree St., N.W., Atlanta, GA 30309, or at such other address as the Company
may hereafter designate in writing.  Any
notice to be given to the Director shall be addressed to the Director at the address
set forth in the Company’s records from time to time, or at such other address
for the Director maintained on the books and records of the Company.


 


16.   Securities
and Tax Representations.  The
Director acknowledges receipt of the prospectus under the Registration
Statement on Form S-8 with respect to the Plan filed by the Company with
the Securities and Exchange Commission. 
Director represents and agrees that he or she will comply with all
applicable laws and Company policies relating to the Plan, this Agreement and
any disposition of Shares.  Director
represents and warrants the he or she understands the Federal, state and local
income tax consequences associated with the receipt and vesting of this Award and
with respect to the deferral of any Shares otherwise issuable hereunder.


 


17.   Consent for Accumulation and Transfer of Data.  Director consents to the accumulation and
transfer of data concerning him or her and the Award to and from the Company
and UBS, or such other agent as may administer the Plan on behalf of the
Company from time to time.  In addition,
Director understands that the Company holds certain personal information about
Director, including but not limited to his or her name, home address, telephone
number, date of birth, social security number, nationality, 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 Director. 
Director hereby provides explicit consent to the Company to process any
such personal data and sensitive personal data. 
Director also hereby provides explicit consent to the Company to
transfer any such personal data and sensitive personal data outside the country
in which Director is employed, and to the United States.  The legal persons for whom such personal data
are intended are the Company, UBS, and any company providing services to the
Company in connection with compensation planning purposes or the administration
of the Plan.


 


18.   General. 
Neither the Plan nor this
Agreement confers upon the Director the right to continue to serve as a
director of the Company.  This Agreement
and the Plan contain the entire agreement between the Company and the Director
relating to the Award and the Shares and supersede all prior agreements or
understandings relating thereto.  This
Agreement may only be modified, amended or cancelled as provided in the
Plan.  This Agreement will be governed by
and construed in accordance with the laws of the State of Georgia, without
regard to conflict of law provisions.  By
accepting this Award, the Director agrees that this Award is governed by this
Agreement and by the terms and conditions contained in the Plan, as amended
from time to time and incorporated into this Agreement by reference.  A copy of the Plan and the Plan prospectus is
available upon written or telephonic request from the Corporate Secretary.  This Agreement shall be binding upon and
inure to the benefit of any successor or assign of the Company and to any heir,
distributee, executor, administrator or legal representative entitled by law to
the Director’s rights hereunder.


 


IN WITNESS WHEREOF, the
parties have executed and delivered this Agreement effective as of the Date of
Grant first above written.


 


	
  DIRECTOR

  	
   

  	
  EQUIFAX
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  

  
	
  (Signature)

  	
   

  	
   Richard
  F. Smith

  
	
   

  	
   

  	
   Chairman &
  CEO

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
						



 


 


This document constitutes
part of a prospectus COVERING securities that have been registered under the


SECURITIES ACT OF 1933.


 


#132194 (5/19/08)


 


3

















 


EQUIFAX INC. 
2008 OMNIBUS INCENTIVE PLAN


 


NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT


 


[Director]


 


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


 


Date of Grant:  [Grant Date]


 


Pursuant to the Equifax Inc.
2008 Omnibus Incentive Plan (the “Plan”), Equifax Inc., a Georgia corporation
(the “Company”), hereby grants to the above-referenced non-employee member of
the Board of Directors of the Company  (the
“Director”) on the Date of Grant set forth above, an award of Restricted Stock
Units (the “Award”) entitling Director to receive such number of shares of
Company common stock (the “Shares”) as is set forth above on the terms and
conditions set forth in this agreement (this “Agreement”) and the Plan.  Capitalized terms used in this Agreement and
not defined herein shall have the meanings set forth in the Plan.


 


In consideration of the
mutual promises set forth below, the parties hereto agree as follows:


 


1.    Grant of Units.  Subject to the
terms and conditions of this Agreement and the Plan, effective as of the Grant
Date set forth above, the Company hereby grants to the Director [Number
of Shares] restricted stock units (the “Shares”) under the Plan.


 


2.    Vesting.  Subject to Section 3
below, the Shares shall vest on the third anniversary of the Grant Date set forth
above (the “Vesting Date”).  Prior to the Vesting Date, the Shares shall
be nontransferable and, except as otherwise provided herein, shall be forfeited
upon the Director’s termination of service as a director of the Company. 
The Committee which administers the Plan reserves the right, in its sole
discretion, to waive or reduce the vesting requirements.


 


3.    Termination of Service as a Director.


 


(a)   Termination by Death or
for Disability.  In the event Director dies or incurs a Disability
while actively serving as a director of the Company, all outstanding unvested
Shares granted to Director shall immediately become fully vested and
nonforfeitable.  The Company shall
transfer the Shares issuable as a result of such vesting in accordance with Section 4
below.


 


(b)   Termination
by Retirement.  If Director’s service as a director with the Company
is terminated by his or her Retirement, all outstanding unvested Shares shall
immediately become fully vested and nonforfeitable.  The Company shall transfer the Shares
issuable as a result of such vesting in accordance with Section 4 below.


 


(c)   Other
Termination.  If Director ceases to serve as director other than due
to death, Disability or Retirement, all outstanding unvested Shares shall
immediately expire, and Director’s right to any such Shares shall terminate
immediately upon the date the Director ceases to serve as a director.


 


(d)   Change
of Control.  In the event a Change of Control occurs while the
Director is serving as a director of the Company, all of the Shares awarded
pursuant to this Agreement shall become fully vested and nonforfeitable as of
the date on which the Change of Control occurs. 
The Company shall transfer the Shares issuable as a result of such
vesting in accordance with Section 4 below.


 


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


 


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


 


1

















 


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


 


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


 


8.   No  Rights as Shareholder. 
Except as provided in Section 5, Director shall not have voting or any
other rights as a shareholder of the Company with respect to the Shares. 
Upon settlement of the restricted stock units into Shares, Director will obtain
full voting and other rights as a shareholder of the Company with respect to
such Shares.


 


9.   Administration.  The Committee
shall have the power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation, and application of the Plan
as are consistent therewith and to interpret or revoke any such rules. 
All actions taken and all interpretations and determinations made by the
Committee shall be final and binding upon the Director, the Company, and all
other interested persons.  No member of the Committee shall be personally
liable for any action, determination, or interpretation made in good faith with
respect to the Plan or this Agreement.


 


10.   Withholding Taxes.  The Company will not withhold any
federal, state or local income taxes in connection with the Shares.  The Director will be solely responsible for
any tax liability associated with the award of the Shares.


 


11.   Amendment.  This Agreement may be
amended only by a writing executed by the Company and the Director which
specifically states that it is amending this Agreement.  Notwithstanding
the foregoing, this Agreement may be amended solely by the Committee by a
writing which specifically states that it is amending this Agreement, so long
as a copy of such amendment is delivered to the Director, and provided that no
such amendment adversely affecting the rights of the Director, hereunder may be
made without the Director’s written consent.  Without limiting the
foregoing, the Committee reserves the right to change, by written notice to the
Director, the provisions of the Shares or this Agreement in any way it may deem
necessary or advisable to carry out the purpose of the grant as a result of any
change in applicable laws or regulations or any future law, regulation, ruling,
or judicial decision, provided that any such change shall be applicable only to
Shares which are then subject to restrictions as provided herein.


 


12.   Severability.  If all or any part
of this Agreement or the Plan is declared by any court or governmental
authority to be unlawful or invalid, such unlawfulness or invalidity shall not
invalidate any portion of this Agreement or the Plan not declared to be
unlawful or invalid.  Any Section of this Agreement (or part of such
a Section) so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will give effect to the terms of such Section or
part of a Section to the fullest extent possible while remaining lawful
and valid.


 


13.   Construction.  The Shares are
being issued pursuant to Section 11 of the Plan and are subject to the
terms of the Plan.  To the extent that any provision of this Agreement
violates or is inconsistent with an express provision of the Plan, the Plan
provision shall govern and any inconsistent provision in this Agreement shall
be of no force or effect.


 


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


 


2

















 


15.   Addresses
for Notices.  Any  notice to be given to the Company under the terms of this
Agreement shall be addressed to the Company as follows:  Corporate Secretary, Equifax Inc., 1550
Peachtree St., N.W., Atlanta, GA 30309, or at such other address as the Company
may hereafter designate in writing.  Any
notice to be given to the Director shall be addressed to the Director at the
address set forth in the Company’s records from time to time, or at such other
address for the Director maintained on the books and records of the Company.


 


16.   Securities
and Tax Representations.  The
Director acknowledges receipt of the prospectus under the Registration
Statement on Form S-8 with respect to the Plan filed by the Company with
the Securities and Exchange Commission. 
Director represents and agrees that he or she will comply with all
applicable laws and Company policies relating to the Plan, this Agreement and
any disposition of Shares.  Director
represents and warrants the he or she understands the Federal, state and local
income tax consequences associated with the receipt and vesting of this Award
and with respect to the deferral of any Shares otherwise issuable hereunder.


 


17.   Consent for Accumulation and Transfer of Data.  Director consents to the accumulation and
transfer of data concerning him or her and the Award to and from the Company
and UBS, or such other agent as may administer the Plan on behalf of the
Company from time to time.  In addition,
Director understands that the Company holds certain personal information about
Director, including but not limited to his or her name, home address, telephone
number, date of birth, social security number, nationality, 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 Director. 
Director hereby provides explicit consent to the Company to process any
such personal data and sensitive personal data. 
Director also hereby provides explicit consent to the Company to
transfer any such personal data and sensitive personal data outside the country
in which Director is employed, and to the United States.  The legal persons for whom such personal data
are intended are the Company, UBS, and any company providing services to the
Company in connection with compensation planning purposes or the administration
of the Plan.


 


18.   General. 
Neither the Plan nor this
Agreement confers upon the Director the right to continue to serve as a
director of the Company.  This Agreement
and the Plan contain the entire agreement between the Company and the Director
relating to the Award and the Shares and supersede all prior agreements or
understandings relating thereto.  This
Agreement may only be modified, amended or cancelled as provided in the
Plan.  This Agreement will be governed by
and construed in accordance with the laws of the State of Georgia, without
regard to conflict of law provisions.  By
accepting this Award, the Director agrees that this Award is governed by this
Agreement and by the terms and conditions contained in the Plan, as amended
from time to time and incorporated into this Agreement by reference.  A copy of the Plan and the Plan prospectus is
available upon written or telephonic request from the Corporate Secretary.  This Agreement shall be binding upon and
inure to the benefit of any successor or assign of the Company and to any heir,
distributee, executor, administrator or legal representative entitled by law to
the Director’s rights hereunder.


 


IN WITNESS WHEREOF, the
parties have executed and delivered this Agreement effective as of the Date of
Grant first above written.


 


	
  DIRECTOR

  	
   

  	
  EQUIFAX
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  

  
	
  (Signature)

  	
   

  	
   Richard
  F. Smith

  
	
   

  	
   

  	
   Chairman &
  CEO

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
						



 


 


This document constitutes
part of a prospectus COVERING securities that have been registered under the


SECURITIES ACT OF 1933.


 


#132194 (5/19/08)


 


3