EXHIBIT 10.8


 


EQUIFAX INC. 2008 OMNIBUS INCENTIVE
PLAN


 


NON-QUALIFIED STOCK OPTION
AGREEMENT


 


[Participant]


 


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


 


Option
Price:  $[Option Price]


 


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 (the
“Participant”) an Option (the “Award”) to purchase shares of common stock of
the Company (the “Shares”), the terms and conditions of which are set in this
agreement (the “Agreement”) and in the Plan. 
Capitalized terms used in this Agreement and not defined herein shall
have the meanings set forth in the Plan.


 


1.   Grant of Option.  The Company on the Date of Grant set forth
above granted to Participant (subject to the terms of the 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 the Company or a Subsidiary or (ii) subject to the provisions
of Section 2(d)(ii), terminates employment by reason of Retirement (as
such term is defined in the 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.


 


(c)   Method of Exercise and Payment for Shares.  In
order to exercise the Option, it must be vested and must not have expired, and
Participant must give written notice in a manner prescribed by the Company from
time to time together with payment of the Option 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.  Participant must pay the Option
Price (i) in cash or a cash equivalent acceptable to the Committee, (ii) by
the surrender (or attestation of ownership) of Shares with an aggregate Fair
Market Value (based on the closing price of a share of Common Stock as reported
on the New York Stock Exchange composite index on the Date of Exercise) that is
not less than the Option Price, (iii) by a combination of cash and Shares
or (iv) by net settlement of the Option in the manner designated by the
Committee.  Not all forms and methods of
payment are available in every country. 
Except as restricted by applicable law, payment of the Option Price may
be delayed in the discretion of the Committee to accommodate proceeds of sale
of some or all of the shares to which this grant relates.


 


If at exercise,
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, 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 Participant from that exercise consist only of Shares and
Participant agrees to hold all those Shares for at least one (1) year.


 


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(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 Participant’s employment with the Company or a
Subsidiary.


 


(i.)       Elimination of Position.  Except as provided in Sections 3 or 4 below,
if the termination of Participant’s employment results from the Company’s
elimination of the position held by Participant, then 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
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 Participant’s employment results from
Participant’s Retirement (as such term is defined in the Plan), Participant will
continue to vest in the Option in accordance with the original vesting schedule
in Section 2(b) above as if Participant had remained actively
employed; provided, that upon Participant’s death, all vesting will cease and
the Option will be exercisable with respect to that portion of the Number of
Shares for which the Option is vested and exercisable on the date of
Participant’s death and the remaining portion shall be forfeited and cancelled.


 


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 is vested and exercisable
from time to time until the earlier of the last day of the sixty (60) month
period following Participant’s Retirement, or the Expiration Date.


 


(iii.)     Disability.  Except as provided in Sections 3 or 4 below,
if the termination of Participant’s employment results from Participant’s
Disability (as such term is defined in the Plan), then 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
last date of Participant’s active 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 Participant’s active employment or the Expiration Date.


 


(iv.)    Death.


 


(A)      Except as provided in
Sections 3 or 4 below, if the termination of Participant’s employment results
from Participant’s death, then Participant’s estate, or the person(s) to
whom Participant’s rights under this Agreement pass by will or the laws of
descent and distribution, will 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 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 sixty (60) month period following Participant’s
death or the Expiration Date.


 


(B)       If 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 Participant’s
estate, or the person(s) to whom Participant’s rights under this Agreement
pass by will or the laws of descent and distribution) 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.


 


3.   Change of Control.  If a Change of Control of the Company occurs
while Participant is employed by the Company or a Subsidiary, then the entire
Number of Shares represented by the Option which have not yet been exercised
will become immediately vested and exercisable (the “Unexercised
Portion”).  The Committee, in its
discretion, may terminate the Option upon a Change of Control; provided,
however, that at least 30 days prior to the Change of Control, the Committee
notifies the Participant that the Option will be terminated and provides the
Participant, at the election of the Committee, either (i) a cash payment
equal to the difference between the Fair Market Value of the vested Options
(including Options that would become vested upon the Change in Control as
provided above) and the Exercise Price for such Options, computed as of the
date of the Change of Control and to be paid no later than three (3) business
days after the Change of Control, or (ii) the right to exercise all vested
Options (including Options that would become vested upon the Change of Control
as provided above) immediately prior to 


 


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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 Company or a
Subsidiary terminates after the date on which the Change of Control occurs
other than as a result of a termination by the Company or a Subsidiary for
Cause, then Participant (or, if applicable, Participant’s estate or the person(s) to
whom Participant’s rights under this Agreement pass by will or the laws of
descent and distribution) 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.


 


4.   Cancellation and Rescission of Option.


 


(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 during which all or part of the Option remains
exercisable, 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 Option 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 exercising all or any portion of the Option
hereunder during the period beginning six (6) months prior to the date on
which 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 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 


 


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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.


 


5.   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.


 


6.   Non-Transferability of Award.  Subject to any valid deferral election, the rights
and privileges conferred under this Award 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.  Upon Participant’s death, the Option may be
transferred by will or by the laws of descent and distribution, in which case
all of Participant’s remaining rights under this Agreement must be transferred
undivided to the same person or persons. 
During Participant’s lifetime, only Participant (or Participant’s legal
representative if Participant is incompetent) may exercise the Option.


 


7.   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
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; 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 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 Award into Shares, the
Participant 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 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.


 


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


 


11.  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 Option and to the purchase price for such Shares
or other stock or securities.  


 


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The Committee’s adjustments
shall be effective and final, binding and conclusive for all purposes of this
Agreement.


 


12.   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 Option, including the grant,
vesting or exercise of this Option, the subsequent sale of Shares acquired
pursuant to such exercise and receipt of any dividends; and (ii) do not
commit to structure the terms or the grant or any aspect of this Option to
reduce or eliminate Participant’s liability for Tax-Related Items.  Prior to the exercise of this Option,
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) withhold in Shares, provided that the
Company only withholds the amount of Shares necessary to satisfy 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.


 


13.   Consents.  By accepting the grant of this Option,
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 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 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 Option is an extraordinary item that is outside the scope
of Participant’s employment contract, if any; (vii) this Option 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 Option 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) if Participant exercises this Option and obtains Shares, the value of
those Shares acquired upon exercise may increase or decrease in value, even
below the Option Price; (xii) 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 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
stock options and vest in stock options 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 exercise this Option
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 Option.


 


14.   Consent for Accumulation and Transfer of Data.  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 


 


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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
other company providing services to the Company in connection with compensation
planning purposes or the administration of the Plan.


 


15.   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 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, Plan prospectus, Plan information and
shareholder information are available upon written or telephonic request to the
Company’s Corporate Secretary.


 


16.   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 Option properly
granted under and pursuant to the Plan serves as any part of the consideration
furnished to Participant. If provisions of the Plan and the provisions of this
Agreement conflict, the Plan provisions will govern.


 


17.   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.


 


18.   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.


 


19.   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.


 


20.   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.


 


#132157 (5/19/08)


 


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