EXHIBIT 10.9


 


EQUIFAX INC. 2008 OMNIBUS INCENTIVE
PLAN


 


EMPLOYEE RESTRICTED STOCK UNIT
AGREEMENT


 


[Participant]


 


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


 


Date of Grant: 
[Grant Date]


 


Pursuant to the
Equifax Inc. 2008 Omnibus Incentive Plan (the “Plan”), Equifax Inc., a Georgia
corporation (the “Company”), has granted the above-named participant
(“Participant”) Restricted Stock Units (the “Award”) entitling Participant to
receive such number of shares of Company common stock (the “Shares”) as is set
forth above on the terms and conditions set forth in this agreement (this
“Agreement”) and the Plan.  Capitalized
terms used in this agreement (the “Agreement”) and not defined herein shall
have the meanings set forth in the Plan.


 


1.     Grant Date.  The Award is granted to participant on the
Grant Date set forth above.


 


2.     Vesting.  Subject to earlier vesting in accordance with
Sections 3 or 4 below, the Shares shall vest on the third anniversary of the
Grant Date set forth above (the “Vesting Date”). 
Prior to the Vesting Date, the Shares subject to the Award shall be
nontransferable and, except as otherwise provided herein, shall be immediately
forfeited upon Participant’s termination of employment with the Company and its
Subsidiaries.   The Committee which
administers the Plan reserves the right, in its sole discretion, to waive or
reduce the vesting requirements.


 


3.     Termination
of Employment. 
Participant’s unvested Shares subject to the Award shall become vested
and nonforfeitable after termination of Participant’s employment with the
Company or a Subsidiary under the following circumstances:


 


(a)   Death
or Disability.  If termination
results from Participant’s death or Disability (as such terms are defined in
the Plan), then all unvested Shares subject to the Award shall immediately
become vested and nonforfeitable as of the date of Participant’s death or
termination due to Disability.


 


(b)   Retirement.  If termination results from Participant’s
Retirement (as such term is defined in the Plan) from the Company or a
Subsidiary (other than for Cause), all unvested Shares subject to the Award
shall immediately become vested and nonforfeitable as of the date of
Participant’s Retirement.


 


4.   Change of Control.  If a Change of Control occurs while
Participant is employed by the Company or a Subsidiary, then all unvested
Shares subject to the Award shall immediately become vested and nonforfeitable
as of the date on which the Change of Control occurs.


 


5.   Cancellation and Rescission of Award.


 


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


 


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


 


(i.)     the breach or violation of any other
agreement between Participant and the Company relating to protection of
Confidential Information or Trade Secrets, solicitation of employees, customers
or suppliers, or refraining from competition with the Company;


 


(ii.)    the disclosure, reproduction or use of
Confidential Information or Trade Secrets (each as defined below) for the
benefit of Participant or third parties except in connection with the
performance of Participant’s duties for the Company or, after advance notice to
the Company, as required by a valid order or subpoena issued by a court or
administrative agency of competent jurisdiction;


 


(iii.)   the use, reproduction, disclosure or
distribution of any information which the Company is required to hold
confidential under applicable federal and state laws and regulations, including
the federal Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) and any
state credit reporting statutes;


 


(iv.)   the making, or causing or attempting to cause
any other person to make, any statement, either written or oral, or conveying
any information about the Company which is disparaging or which in any way
reflects negatively upon the Company;


 


(v.)   the solicitation or attempt to solicit any
customer or actively targeted potential customer of the Company with whom the
Participant had material contact on the Company’s behalf during the 12 months
immediately preceding Participant’s termination of employment;


 


(vi.)   the solicitation or recruitment, attempt to
solicit or recruit, or the assistance of others in soliciting or recruiting,
any individual who is or was, within 6 months of the date in question, an
employee of the Company unless such former employee was terminated by the
Company without cause, or the inducement of (or attempt to induce) any such
employee of the Company to terminate his employment with the Company; or


 


(vii.)   the refusal or failure of Participant to
provide, upon the request of the Company, a certification, in a form
satisfactory to the Company, that he or she is in full compliance with the
terms and conditions of the Plan and this Agreement, including, without
limitation, a certification that Participant is not engaging in Detrimental
Activity.


 


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


 


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


 


6.   Termination for Cause.  For purposes of this Agreement, termination
for “Cause” means termination as a result of (a) the willful and continued
failure by Participant to substantially perform his or her duties with the
Company or any Subsidiary (other than a failure resulting from Participant’s
incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to Participant by his or her superior
officer which specifically identifies the manner the officer believes that
Participant has not substantially performed his or her duties, or (b) Participant’s
willful misconduct which materially injures the Company, monetarily or
otherwise.  For purposes of this Section,
Participant’s act, or failure to act, will not be considered “willful” unless
the act or failure to act is not in good faith and without reasonable belief
that his or her action or omission was in the best interest of the Company.


 


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


 


8.   Dividends.  Participants granted
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.


 


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


 


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


 


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


 


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


 


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


 


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


 


15.   Taxes.  Regardless of any action the Company or a
Subsidiary (the “Employer”) takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related withholding
(“Tax-Related Items”), Participant acknowledges and agrees that the ultimate
liability for all Tax-Related Items legally due by him or her is and remains Participant’s
responsibility and that the Company and/or the Employer (i) make no
representations nor undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of this Award, including the grant or
vesting of the Shares subject to this Award, the subsequent sale of Shares
acquired pursuant to such vesting and receipt of any dividends; and (ii) do
not commit to structure the terms or the grant or any aspect of this Award to
reduce or eliminate Participant’s liability for Tax-Related Items.  Upon the vesting of this Award, Participant
shall pay or make adequate arrangements satisfactory to the Company and or the
Employer to withhold all applicable Tax-Related Items legally payable from Participant’s
wages or other cash compensation paid to Participant by the Company and or the
Employer or from proceeds of the sale of Shares.  Alternatively, or in addition, if permissible
under local law, the Company may (1) sell or arrange for sale of Shares
that Participant acquires to meet the required withholding obligations for
Tax-Related Items, and or (2) satisfy in 


 


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Shares, provided that the Company only withholds the amount of Shares
necessary to withhold the required minimum withholding amount.  In addition, Participant shall pay the
Company or the Employer any amount of Tax-Related Items that the Company or the
Employer may be required to withhold as a result of Participant’s participation
in the Plan or Participant’s purchase of Shares that cannot be satisfied by the
means previously described.  The Company
may refuse to honor the exercise and refuse to deliver the Shares if
Participant fails to comply with Participant’s obligations in connection with
the Tax-Related Items.


 


16.   Consents.  By accepting the grant of this Award,
Participant acknowledges and agrees that: (i) the Plan is established
voluntarily by the Company, it is discretionary in nature and may be modified,
amended, suspended or terminated by the Company at any time unless otherwise
provided in the Plan or this Agreement; (ii) the grant of this Award is
voluntary and occasional and does not create any contractual or other right to
receive future grants of Shares, or benefits in lieu of Shares, even if Shares
have been granted repeatedly in the past; (iii) all decisions with respect
to future grants, if any, will be at the sole discretion of the Company; (iv) the
Participant’s participation in the Plan shall not create a right of further
employment with the Company and shall not interfere with the ability of the
Company to terminate Participant’s employment relationship at any time with or
without cause and it is expressly agreed and understood that employment is
terminable at the will of either party, insofar as permitted by law; (v) Participant
is participating voluntarily in the Plan; (vi) this Award is an
extraordinary item that is outside the scope of Participant’s employment
contract, if any; (vii) this Award is not part of normal or expected
compensation or salary for any purposes, including but not limited to
calculating any severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments insofar as permitted by law; (viii) in the event
Participant is not an employee of the Company, this Award will not be
interpreted to form an employment contract or relationship with the Company or
any Subsidiary or Affiliate; (ix) the future value of the underlying
Shares is unknown and cannot be predicted with certainty; (x) if the
underlying Shares do not increase in value, this Option will have no value;
(xi) the value of those Shares may increase or decrease in value; (xii) in
consideration of the grant of this Award, no claim or entitlement to
compensation or damages shall arise from termination of this Award or
diminution in value of Shares subject to the Award resulting from termination
of Participant’s employment by the Company or the Employer (for any reason
whatsoever and whether or not in breach of local labor laws) and Participant
irrevocably releases the Company and the Employer from any such claim that may
arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen, then, by accepting the terms of this
Agreement, Participant shall be deemed irrevocably to have waived any
entitlement to pursue such claim; and (xiii) except as otherwise expressly
provided in the Plan, in the event of involuntary termination of employment
(whether or not in breach of local labor laws), Participant’s right to receive
Awards under the Plan, if any, will terminate effective as of the date that
Participant is no longer actively employed and will not be extended by any
notice period mandated under local law; furthermore, in the event of
involuntary termination of employment (whether or not in breach of local labor
laws), Participant’s right to this Award after termination of employment, if
any, will be measured by the date of termination of Participant’s active
employment and will not be extended by any notice period mandated under local
law; the Committee shall have the exclusive discretion to determine when
Participant is no longer actively employed for purposes of this Award.


 


17.   Consent for Accumulation and Transfer of Data.  Participant consents to the accumulation and
transfer of data concerning him or her and the Award to and from the Company
and UBS, or such other agent as may administer the Plan on behalf of the
Company from time to time.  In addition,
Participant understands that the Company holds certain personal information
about Participant, including but not limited to his or her name, home address,
telephone number, date of birth, social security number, salary, nationality,
job title, and details of all options awarded, vested, unvested, or expired
(the “personal data”).  Certain personal
data may also constitute “sensitive personal data” within the meaning of
applicable local law.  Such data include
but are not limited to information provided above and any changes thereto and
other appropriate personal and financial data about Participant.  Participant hereby provides explicit consent
to the Company to process any such personal data and sensitive personal
data.  Participant also hereby provides
explicit consent to the Company to transfer any such personal data and
sensitive personal data outside the country in which Participant is employed,
and to the United States.  The legal
persons for whom such personal data are intended are the Company, UBS, and any
company providing services to the Company in connection with compensation
planning purposes or the administration of the Plan.


 


18.   Plan Information.  Participant agrees to receive copies of the
Plan, the Plan prospectus and other Plan information, including information
prepared to comply with laws outside the United States, from the Plan website
referenced above and shareholder information, including copies of any annual
report, proxy statement, Form  10-K, Form 10-Q, Form 8-K and
other information filed with the SEC, from the investor relations section of
the Equifax 


 


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website at
www.equifax.com.  Participant
acknowledges that copies of the Plan, Plan prospectus, Plan information and
shareholder information are available upon written or telephonic request to the
Company’s Corporate Secretary.


 


19.   Plan Incorporated by Reference; Conflicts.  The Plan and this Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Company and Participant with respect to the subject matter hereof, and may not
be modified adversely to Participant’s interest except by means of a writing
signed by the Company and Participant. 
Notwithstanding the foregoing, nothing in the Plan or this Agreement
shall affect the validity or interpretation of any duly authorized written
agreement between the Company and Participant under which an Award properly
granted under and pursuant to the Plan serves as any part of the consideration
furnished to Participant.  If provisions
of the Plan and this Agreement conflict, the Plan provisions will govern.


 


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


 


21.   Governing Law.  This Agreement has been made in and shall be
construed under and in accordance with the laws of the State of Georgia, USA
without regard to conflict of law provisions.


 


22.   Translations.  If Participant has received this or any
other document related to the Plan translated into any language other than
English and if the translated version is different than the English version,
the English version will control.


 


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


 




	
  PARTICIPANT

  	
   

  	
  EQUIFAX INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
  (Signature)

  	
   

  	
   

  	
  Richard F. Smith  

  
	
   

  	
   

  	
   

  	
  Chairman & CEO

  
	
  (Printed Name)

  	
   

  	
   

  	
   

  






 


THIS
DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING


 


SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE


 


SECURITIES
ACT OF 1933.


 


#132306 (5/19/08)


 


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