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Exhibit 4.3    
    


 
 

EQUIFAX INC.
  
    2001 Nonqualified Stock Incentive Plan    
    


        1.    Purpose and Effective Date. The purpose of the Equifax Inc. 2001 Nonqualified Stock
Incentive Plan is to attract and retain employees for Equifax Inc., a Georgia corporation and its Subsidiaries and to provide those persons with incentives and rewards for superior performance.
The Plan is effective as of June 11, 2001, the date the Plan was approved by the Company's Board of Directors. 


        2.    Definitions. As used in this Plan, 



        "Appreciation Right" means a right granted pursuant to Section 5 of this Plan, and shall include both Tandem Appreciation Rights
and Free-Standing Appreciation Rights. 


        "Base Price" means the price to be used as the basis for determining the Spread upon the exercise of a Free-Standing
Appreciation Right and a Tandem Appreciation Right. 


        "Board" means the Board of Directors of Equifax Inc. 


        "Change in Control" shall have the meaning provided in Section 10 of this Plan. 


        "Code" means the Internal Revenue Code of 1986, as amended from time to time. 



        "Committee" means the Compensation and Human Resources Committee of the Board, or any successor committee to which the responsibilities of
that Committee are assigned. 


        "Common Shares" means the shares of common stock, par value $1.25 per share, of the Company or any security into which such Common Shares
may be changed by reason of any transaction or event of the type referred to in Section 9 of this Plan. 


        "Company" means Equifax Inc., a Georgia corporation. 



        "Date of Grant" means the date specified by the Board or its designee on which a grant of Option Rights or Appreciation Rights, or a grant
or sale of Restricted Shares or Deferred Shares shall become effective (which date shall not be earlier than the date on which the Board or its designee takes action with respect thereto). 


        "Deferral Period" means the period of time during which Deferred Shares are subject to deferral limitations under Section 7 of this
Plan. 


        "Deferred Shares" means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a
specified Deferral Period. 


        "Director" means a member of the Board of Directors of the Company. 


        "Effective Date" shall mean June 11, 2001. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and
regulations may be amended from time to time, including any successor statutes of similar intent. 


        "Free-Standing Appreciation Right" means an Appreciation Right granted pursuant to Section 5 of this Plan that is not
granted in tandem with an Option Right. 


        "Immediate Family" has the meaning ascribed thereto in Rule 16a-1(e) under the Exchange Act (or any successor rule to
the same effect). 


        "Management Objectives" means the measurable performance objective or objectives established pursuant to this Plan for Participants who
have received grants of Option Rights, Appreciation Rights, Restricted Shares and dividend credits pursuant to this Plan, which are 








 




subject
to the achievement of Management Objectives. Management Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the
individual Participant or of the Subsidiary, division, department, region or function within the Company or Subsidiary in which the Participant is employed. The Management Objectives may be made
relative to the performance of other corporations. The Management Objectives applicable to any award shall be based on specified levels of, or growth in, one or more of the following criteria, or such
other criteria as may be established by the Committee, as determined for a single year, or cumulatively for a stated number of years, or as an average over a stated number of years, or otherwise as
determined by the Committee at the time the Management Objective is established: 




	1.
	earnings;



	2.
	earnings
per share;



	3.
	economic
value added;



	4.
	revenue;



	5.
	operating
profit;



	6.
	net
income;



	7.
	total
return to shareholders;



	8.
	market
share;



	9.
	profit
margin;



	10.
	cash
flow/net assets ratio;



	11.
	debt/capital
ratio;



	12.
	return
on total capital;



	13.
	return
on equity;



	14.
	return
on assets; and



	15.
	common
stock price. 






        If
the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other
events or circumstances render the Management Objectives unsuitable, the Committee may in its discretion modify such Management Objectives or the related minimum acceptable level of achievement, in
whole or in part, as the Committee deems appropriate and equitable. 


        "Market Value per Share" means, (i) the closing sale price per Common Share as reported on the principal exchange on which Common
shares are then trading, if any, or, if applicable, the NASDAQ National Market System, on the Date of Grant, or if there are no sales on such day, on the next preceding trading day during which a sale
occurred, or (ii) if clause (i) does not apply, the fair market value of the Common Shares as determined by the Board. 



        "Officer" has the same meaning as defined by the Securities and Exchange Commission in Rule 16a-1(f) under the Exchange
Act, or any successor rule. 


        "Optionee" means the optionee named in an agreement evidencing an outstanding Option Right. 


        "Option Price" means the purchase price payable on exercise of an Option Right. 



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        "Option Right" means the right to purchase Common Shares upon exercise of an option granted pursuant to Section 4 of this Plan. 


        "Participant" means a person who is selected by the Committee to receive benefits under this Plan and who is at the time an employee of
the Company or any one or more of its Subsidiaries, or who has agreed to commence employment within 60 days of the Date of Grant; provided, however, that no Officer or Director and no other
employee who is determined by the Board to be likely to become an Officer or Director, can be a Participant in the Plan. 


        "Plan" means this Equifax Inc. 2001 Nonqualified Stock Incentive Plan, as it may be amended from time to time. 


        "Reload Option Rights" means additional Option Rights granted automatically to an Optionee upon the exercise of Option Rights pursuant to
Section 4(f) of this Plan. 


        "Restricted Shares" means Common Shares granted or sold pursuant to Section 6 of this Plan as to which neither the substantial risk
of forfeiture nor the prohibition on transfers referred to in Section 6 has expired. 


        "Spread" means the excess of the Market Value per Share on the date when an Appreciation Right is exercised, or on the date when Option
Rights are surrendered in payment of the Option Price of other Option Rights, over the Option Price or Base Price provided for in the related Option Right or Free-Standing Appreciation
Right, respectively. 


        "Subsidiary" means a corporation, company or other entity (i) more than 50 percent of whose outstanding shares or securities
(representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding shares or securities (as may be the case in a
partnership, joint venture or unincorporated association), but more than 50 percent of whose ownership interest representing the right generally to make decisions for such other entity is, now
or hereafter, owned or controlled, directly or indirectly, by the Company. 



        "Tandem Appreciation Right" means an Appreciation Right granted pursuant to Section 5 of this Plan that is granted in tandem with
an Option Right. 


        "Voting Power" means at any time, the total votes relating to the then-outstanding securities entitled to vote generally in
the election of Directors. 




        3.    Shares Available Under the Plan.



        (a)    Subject
to adjustment as provided in Section 3(b) and Section 9 of this Plan, the number of Common Shares that may be issued or transferred (i) upon
the exercise of Option Rights or Appreciation Rights, (ii) as Restricted Shares and released from substantial risks of forfeiture thereof, (iii) as Deferred Shares, or (iv) in
payment of dividend equivalents paid with respect to awards made under the Plan shall not exceed in the aggregate 4,000,000 Common Shares, plus any shares described in Section 3(b). Such shares
may be shares of original issuance or treasury shares or a combination of the foregoing. 



        (b)    The
number of shares available in Section 3(a) above shall be adjusted to account for shares relating to awards that expire, are forfeited or are transferred,
surrendered or relinquished upon the payment of any Option Price by the transfer to the Company of Common Shares or upon satisfaction of any withholding amount. Upon payment in cash of the benefit
provided by any award granted under this Plan, any shares that were covered by that award shall again be available for issue or transfer hereunder. 




        4.    Option Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the
granting to Participants of options to purchase Common Shares. Each 


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such
grant may utilize any or all of the authorizations, and shall be subject to the forfeiture provisions of Section 11 and all of the requirements contained in the following provisions: 



        (a)    Each
grant shall specify the number of Common Shares to which it pertains subject to the limitations set forth in Section 3 of this Plan. 



        (b)    Each
grant shall specify an Option Price per share, which may not be less than the Market Value per share on the Date of Grant. 


        (c)    Each
grant shall specify whether the Option Price shall be payable (i) in cash or by check acceptable to the Company, (ii) by the actual or constructive
transfer to the Company of Common Shares owned by the Optionee for at least 6 months (or other consideration authorized pursuant to Section 4(d)) having a value at the time of exercise
equal to the total Option Price, or (iii) by a combination of such methods of payment. 



        (d)    The
Committee may determine, at or after the Date of Grant, that payment of the Option Price of any Option Right may also be made in whole or in part in the form of
Restricted Shares or other Common Shares that are forfeitable or subject to restrictions on transfer, Deferred Shares, (based, in each case, on the Market Value per Share on the date of exercise), or
other Option Rights (based on the Spread on the date of exercise). Unless otherwise determined by the Committee at or after the Date of Grant, whenever any Option Price is paid in whole or in part by
means of any of the forms of consideration specified in this Section 4(d), the Common Shares received upon the exercise of the Option Rights shall be subject to such risks of forfeiture or
restrictions on transfer as may correspond to any that apply to the consideration surrendered, but only to the extent, determined with respect to the consideration surrendered, of (i) the
number of shares, or (ii) the Spread of any unexercisable portion of Option Rights. 


        (e)    Any
grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of some or all of
the shares to which such exercise relates. 


        (f)    Any
grant may, at or after the Date of Grant, provide for the automatic grant of Reload Option Rights to an Optionee upon the exercise of Option Rights (including Reload
Option Rights) using Common Shares or other consideration specified in Section 4(d). Reload Option Rights shall cover up to the number of Common Shares, Deferred Shares, or Option Rights
surrendered to the Company
upon any such exercise in payment of the Option Price or to meet any withholding obligations. Reload Options may not have an Option Price that is less than the applicable Market Value per Share at the
time of exercise and shall be on such other terms as may be specified by the Committee, which may be the same as or different from those of the original Option Rights. 


        (g)    Successive
grants may be made to the same Participant whether or not any Option Rights previously granted to such Participant remain unexercised. 



        (h)    Each
grant shall specify the period or periods of continuous service by the Optionee with the Company or any Subsidiary that is necessary before the Option Rights or
installments thereof will become exercisable and may provide for the continued vesting of such Option Rights following the Optionee's termination of employment because of death, disability,
retirement, or other event. Each grant may also provide for the earlier exercise of such Option Rights in the event of a Change in Control, retirement, death or disability of the Optionee, or other
similar transaction or event. 



        (i)    Any
grant of Option Rights may specify Management Objectives that must be achieved as a condition to the exercise of such rights. 



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        (j)    Option
Rights granted under this Plan are not intended to qualify as "incentive stock options" under Section 422 of the Code or any successor provision of the
Code. 


        (k)    The
Committee may, at or after the Date of Grant of any Option Rights, provide for the payment of dividend equivalents to the Optionee on either a current or deferred or
contingent basis or may provide that such equivalents shall be credited against the Option Price. 


        (l)    The
exercise of an Option Right shall result in the cancellation on a share-for-share basis of any Tandem Appreciation Right authorized under
Section 5 of this Plan. 


        (m)    No
Option Right shall be exercisable more than 10 years from the Date of Grant. 



        (n)    Each
grant of Option Rights shall be evidenced by an agreement or other written notice from the Company by an officer and delivered to the Optionee and containing such
terms and provisions, consistent with this Plan, as the Committee may approve. 




        5.    Appreciation Rights.



        (a)    The
Committee may authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect of Option Rights granted hereunder, and (ii) to any
Participant, of Free-Standing Appreciation Rights. A Tandem Appreciation Right shall be a right of the Optionee, exercisable by surrender of the related Option Right, to receive from the
Company an amount determined by the Board, which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem Appreciation Rights may be granted
at any time prior to the exercise or termination of the related Option Rights. A Free-Standing Appreciation Right shall be a right of the Participant to receive from the Company an amount
determined by the Committee, which shall be expressed as a percentage of the Spread (not exceeding 100 percent) at the time of exercise. 



        (b)    Each
grant of Appreciation Rights may utilize any or all of the authorizations, and shall be subject to the forfeiture provisions of Section 11 and all of the
requirements contained in the following provisions: 



        (i)    Any
grant may specify that the amount payable on exercise of an Appreciation Right may be paid by the Company in cash, in Common Shares or in any combination thereof and
may either grant to the Participant or retain in the Committee the right to elect among those alternatives. 



        (ii)    Any
grant may specify that the amount payable on exercise of an Appreciation Right may not exceed a maximum specified by the Committee at the Date of Grant. 


        (iii)    Any
grant may specify waiting periods before exercise and permissible exercise dates or periods. 


        (iv)    Any
grant may specify that such Appreciation Right may be exercised only in the event of, or earlier in the event of, a Change in Control or other transaction or event. 



        (v)    Any
grant may provide for the payment to the Participant of dividend equivalents thereon in cash or Common Shares on a current, deferred or contingent basis. 


        (vi)    Any
grant of Appreciation Rights may specify Management Objectives that must be achieved as a condition of the exercise of such Rights. 


        (vii)    Each
grant of Appreciation Rights shall be evidenced by an agreement executed on behalf of the Company by an officer and delivered to and accepted by the Participant,
which agreement shall describe such Appreciation Rights, identify the related Option Rights (if applicable), state that such Appreciation Rights are subject to all the terms and conditions of this
Plan, and contain such other terms and provisions, consistent with this Plan, as the Committee may approve. 




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        (c)    Any
grant of Tandem Appreciation Rights shall provide that such Rights may be exercised only at a time when the related Option Right is also exercisable and at a time
when the Spread is positive, and by surrender of the related Option Right for cancellation. 


        (d)    Regarding
Free-standing Appreciation Rights only: 



        (i)    Each
grant shall specify in respect of each Free-standing Appreciation Right a Base Price, which shall be equal to or greater than the Market Value per Share
on the Date of Grant; 


        (ii)    Successive
grants may be made to the same Participant regardless of whether any Free-standing Appreciation Rights previously granted to the Participant
remain unexercised; and 


        (iii)    No
Free-standing Appreciation Right granted under this Plan may be exercised more than 10 years from the Date of Grant. 





        6.    Restricted Shares. The Committee may also authorize the grant or sale of Restricted Shares to Participants. Each such
grant or sale may utilize any or all of the authorizations, and shall be subject to the forfeiture provisions of Section 11 and all of the requirements contained in the following provisions: 



        (a)    Each
such grant or sale shall constitute an immediate transfer of the ownership of Common Shares to the Participant in consideration of the performance of services,
entitling such Participant to voting, dividend and other ownership rights, but subject to the substantial risk of forfeiture and restrictions on transfer hereinafter referred to. 



        (b)    Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than Market Value per Share at the
Date of Grant. 


        (c)    Each
such grant or sale shall provide that the Restricted Shares covered by such grant or sale shall be subject to a "substantial risk of forfeiture" within the meaning
of Section 83 of the Code for a period to be determined by the Committee at the Date of Grant and may provide for the earlier lapse of such substantial risk of forfeiture in the event of a
Change in Control or other transaction or event. 


        (d)    Each
such grant or sale shall provide that during the period for which such substantial risk of forfeiture is to continue, the transferability of the Restricted Shares
shall be prohibited or restricted in the manner and to the extent prescribed by the Board at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or first
refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee). 


        (e)    Any
grant of Restricted Shares may specify Management Objectives that, if achieved, will result in termination or early termination of the restrictions applicable to
such shares. Each grant may specify in respect of such Management Objectives a minimum acceptable level of achievement and may set forth a formula for determining the number of Restricted Shares on
which restrictions will terminate if performance is at or above the minimum level, but falls short of full achievement of the specified Management Objectives. 


        (f)    Any
grant or sale of Restricted Shares may require that any or all dividends or other distributions paid thereon during the period of such restrictions be automatically
deferred and reinvested in additional Restricted Shares, which may be Subject to the same restrictions as the underlying award. 



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        (g)    Each
grant or sale of Restricted Shares shall be evidenced by an agreement executed on behalf of the Company by any officer and delivered to and accepted by the
Participant and shall contain such terms and provisions, consistent with this Plan, as the Committee may approve. Unless otherwise directed by the Committee, all certificates representing Restricted
Shares shall be held in custody by the Company until all restrictions thereon shall have lapsed, together with a stock power or powers executed by the Participant in whose name such certificates are
registered, endorsed in blank and covering such Shares. 




        7.    Deferred Shares. The Committee may also authorize the granting or sale of Deferred Shares to Participants. Each such grant
or sale may utilize any or all of the authorizations, and shall be subject to the forfeiture provisions of Section 11 and all of the requirements contained in the following provisions: 



        (a)    Each
such grant or sale shall constitute the agreement by the Company to deliver Common Shares to the Participant in the future in consideration of the performance of
services, but subject to the fulfillment of such conditions during the Deferral Period as the Committee may specify. 


        (b)    Each
such grant or sale may be made without additional consideration or in consideration of a payment by such Participant that is less than the Market Value per Share at
the Date of Grant. 


        (c)    Each
such grant or sale shall be subject to a Deferral Period of not less than one year, as determined by the Committee at the Date of Grant, and may provide for the
earlier lapse or other modification of such Deferral Period in the event of a Change in Control or other event or transaction. 


        (d)    During
the Deferral Period, the Participant shall have no right to transfer any rights under his or her award and shall have no rights of ownership in the Deferred
Shares and shall have no right to vote them, but the Committee may, at or after the Date of Grant, authorize the payment of dividend equivalents on such Shares on either a current or deferred or
contingent basis, either in cash or in additional Common Shares. 


        (e)    Each
grant or sale of Deferred Shares shall be evidenced by an agreement executed on behalf of the Company by any officer and delivered to and accepted by the
Participant and shall contain such terms and provisions, consistent with this Plan, as the Committee may approve. 




        8.    Transferability.



        (a)    Except
as otherwise determined by the Committee, no Option Right, Appreciation Right or other derivative security granted under the Plan shall be transferable by a
Participant other than by will or the laws of descent and distribution. Except as otherwise determined by the Committee, Option Rights and Appreciation Rights shall be exercisable during the
Optionee's lifetime only by him or her or by his or her guardian or legal representative. 


        (b)    The
Committee may specify at the Date of Grant that part or all of the Common Shares that are (i) to be issued or transferred by the Company upon the exercise of
Option Rights or Appreciation Rights, or upon the termination of the Deferral Period applicable to Deferred Shares or (ii) no longer subject to the substantial risk of forfeiture and
restrictions on transfer referred to in Section 6 of this Plan, shall be subject to further restrictions on transfer. 



        (c)    Notwithstanding
the provisions of Section 8(a), the Committee may provide that any grant of Option Rights, Appreciation Rights, Restricted Shares, and Deferred
Shares shall be transferable by a Participant, without payment of consideration therefor by the transferee, to any one or more members of the Participant's Immediate Family (or to one or more trusts
established solely for the benefit of one or more members of the Participant's Immediate Family or to one or 



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more
partnerships in which the only partners are members of the Participant's Immediate Family); provided, however, that (i) no such transfer shall be effective unless reasonable prior notice
thereof is delivered to the Company and such transfer is thereafter effected in accordance with any terms and conditions that shall have been made applicable thereto by the Company or the Committee
and (ii) any such transferee shall be subject to the same terms and conditions hereunder as the Participant. 




        9.    Adjustments. The Committee may make or provide for such adjustments in the numbers of Common Shares covered by outstanding
Option Rights, Appreciation Rights and Deferred Shares granted hereunder, and in the Option Price and Base Price, and in the kind of shares covered thereby, as the Committee, in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution or enlargement of the rights of Participants or Optionees that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any merger, consolidation, spin-off,
split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase
securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee, in its
discretion, may provide in substitution for any or all outstanding awards under this Plan such alternative consideration as it, in good faith, may determine to be equitable in the circumstances and
may require in connection therewith the surrender of all awards so replaced. The Committee may also make or provide for such adjustments in the numbers of shares specified in Section 3 of this
Plan as the Committee in its sole discretion, exercised in good faith, may determine is appropriate to reflect any transaction or event described in this Section 9; provided, however, that the
Committee may take into consideration, as to any award subject to a proposed adjustment, the potential adverse effect thereof under applicable tax or other laws, and may adjust such awards
inconsistently as a consequence of those effects. 


        10.    Change in Control. For purposes of this Plan, except as may be otherwise prescribed by the Committee in an agreement
evidencing a grant or award made under the Plan, a "Change in Control" shall mean if at any time any of the following events shall have occurred: 



        (a)    Voting Stock Accumulations. The accumulation by any Person of Beneficial Ownership of twenty percent (20%) or more of the
combined voting power of the Company's Voting Stock; provided that for purposes of this Section 10(a), a Change in Control will not be deemed to have occurred if the accumulation of twenty
percent (20%) or more of the voting power of the Company's Voting Stock results from any acquisition of Voting Stock (i) directly from the Company that is approved by the
Incumbent Board, (ii) by the Company, (iii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, or (iv) by any Person
pursuant to a Business Combination that complies with all of the provisions of clauses (i), (ii) and (iii) of Section 10(b); or 


        (b)    Business Combinations. Consummation of a Business Combination, unless, immediately following that Business Combination,
(i) all or substantially all of the Persons who were the beneficial owners of Voting Stock of the Company immediately prior to that Business Combination beneficially own, directly or
indirectly, more than sixty-six and two-thirds percent (662/3%) of the then outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of Directors of the entity resulting from that Business Combination (including, without limitation, an entity that as a result
of that transaction owns the Company or all or substantially all of the Company's assets either directly or through one or more subsidiaries) in substantially the same proportions relative to each
other as their ownership, immediately prior to that Business Combination, of the Voting Stock of the Company, (ii) no Person (other than the Company, that entity resulting from that Business
Combination, or any employee benefit plan (or related trust) sponsored or maintained by the 



8







 




Company,
any Eighty Percent (80%) Subsidiary or that entity resulting from that Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of the then outstanding
shares of common stock of the entity resulting from that Business Combination or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors of that entity, and (iii) at least a majority of the members of the Board of Directors of the entity resulting from that Business Combination were members of the Incumbent Board at
the time of the action of the Board of Directors providing for that Business Combination; or 


        (c)    Sale of Assets. A sale or other disposition of all or substantially all of the assets of the Company; or 


        (d)    Liquidations or Dissolutions. Approval by the shareholders of the Company of a complete liquidation or dissolution of the
Company, except pursuant to a Business Combination that complies with all of the provisions of clauses (i), (ii) and (iii) of Section 10(b). 


        For
purposes of this Section 10, the following definitions will apply: 



        (i)    "Beneficial Ownership" means beneficial ownership as that term is used in Rule 13d-3 promulgated under
the Exchange Act. 


        (ii)    "Business Combination" means a reorganization, merger or consolidation of the Company. 



        (iii)    "Eighty Percent (80%) Subsidiary" means an entity in which the Company directly or indirectly beneficially owns eighty
percent (80%) or more of the outstanding Voting Stock. 


        (iv)    "Exchange Act" means the Securities Exchange Act of 1934, including amendments, or successor statutes of similar intent. 


        (v)    "Incumbent Board" means a Board of Directors at least a majority of whom consist of individuals who either are
(a) members of the Company's Board of Directors as of the Effective Date, or (b) members who become members of the Company's Board of Directors subsequent to the Effective Date, whose
election, or nomination for election by the Company's shareholders, was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board
(either by a specific vote or by approval of the proxy statement of the Company in which that person is named as a nominee for director, without objection to that nomination), but excluding, for that
purpose, any individual whose initial assumption of office occurs as a result of an actual or threatened election contest (within the meaning of Rule 14a-11 of the Exchange Act)
with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors. 



        (vi)    "Person" means any individual, entity or group (within the meaning of Section 13(d)(3) or 14 (d)(2) of the
Exchange Act). 


        (vii)    "Voting Stock" means the then outstanding securities of an entity entitled to vote generally in the election of members
of that entity's Board. 





        11.    Forfeiture for Officers and Directors. Notwithstanding any other provision of the Plan, if a Participant becomes an
Officer or Director, all unexercised Option Rights and Appreciation Rights, all Restricted Shares subject to a substantial risk of forfeiture, and all undelivered Deferred Shares within the Deferral
Period, which are held by such Participant shall be immediately cancelled and forfeited. 


        12.    Fractional Shares. The Company shall not be required to issue any fractional Common Shares pursuant to this Plan. The
Committee may provide for the elimination of fractions or for the settlement of fractions in cash. 


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        13.    Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in
connection with any payment made or benefit realized by a Participant or other person under this Plan, and the amounts available to the Company for such withholding are insufficient, it shall be a
condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company and the Committee for payment of the
balance of such taxes required to be withheld, which arrangements (in the discretion of the Committee) may include relinquishment of a portion of such benefit. With the consent of the Committee, a
Participant or such other person may also make similar arrangements with respect to the payment of any taxes with respect to which withholding is not required. 


        14.    Foreign Employees. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee
may provide for such special terms for awards to Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside of the United States of America as the Committee
may consider necessary or appropriate to accommodate differences in local law, tax policy or custom, which special terms may be contained in an Appendix attached hereto. Moreover, the Committee may
approve such supplements to or amendments, restatements or alternative versions of this Plan as it may consider necessary or appropriate for such purposes, without thereby affecting the terms of this
Plan as in effect for any other purpose, and the Secretary or other appropriate officer of the Company may certify any such document as having been approved and adopted in the same manner as this
Plan. 


        15.    Administration of the Plan.



        (a)    This
Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the action of the members of the Committee present at any
meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the Committee. 


        (b)    The
Committee, in its discretion, may delegate to one or more officers of the Company, all or part of the Committee's authority and duties. In the event of such
delegation, and as to matters encompassed by the delegation, references in the Plan to the Committee shall be interpreted as a reference to the Committee's delegate or delegates. The Committee may
revoke or amend the terms of a delegation at any time but such action shall not invalidate any prior actions of the Committee's delegate or delegates that were consistent with the terms of the Plan. 



        (c)    The
interpretation and construction by the Committee of any provision of this Plan or of any agreement, notification or document evidencing the grant of Option Rights,
Appreciation Rights, Restricted Shares, or Deferred Shares, and any determination by the Committee pursuant to any provision of this Plan or of any such agreement, notification or document shall be
final and conclusive. No member of the Committee shall be liable for any such action or determination made in good faith. 




        16.    Amendments, Etc.



        (a)    The
Committee may at any time and from time to time amend the Plan in whole or in part; provided, however, that any amendment which must be approved by the shareholders
of the Company in order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common Shares are not traded on the New York Stock Exchange, the principal national
securities exchange upon which the Common Shares are traded or quoted, shall not be effective unless and until such approval has been obtained. Presentation of this Plan or any amendment hereof for
shareholder approval shall not be construed to limit the Company's authority to offer similar or dissimilar benefits under other plans without shareholder approval. No amendment shall, without a
Participant's consent, adversely affect any rights of any Participant with respect to any award outstanding at the time such amendment is made. 



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        (b)    The
Committee also may permit Participants to elect to defer the issuance of Common Shares or the settlement of awards in cash under the Plan pursuant to such rules,
procedures or programs as it may establish for purposes of this Plan. The Committee also may provide that deferred issuances and settlements include the payment or crediting of dividend equivalents or
interest on the deferral amounts. 


        (c)    The
Committee may condition the grant of any award or combination of awards authorized under this Plan on the surrender or deferral by the Participant of his or her
right to receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the Participant. 


        (d)    In
case of termination of employment by reason of death, disability or normal or early retirement, or in the case of hardship or other special circumstances, of a
Participant who holds an Option Right or Appreciation Right not immediately exercisable in full, or any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, or any Deferred Shares as to which the Deferral Period has not been completed, or who holds Common Shares subject to any transfer restriction imposed pursuant
to Section 8(b) of this Plan, the Committee may, in its sole discretion, accelerate the time at which such Option Right or Appreciation Right may be exercised or the time at which such
substantial risk of forfeiture or prohibition or restriction on transfer will lapse or the time when such Deferral Period will end or the time when such transfer restriction will terminate or may
waive any other limitation or requirement under any such award. 


        (e)    This
Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor shall it
interfere in any way with the right of the Company or any Subsidiary to terminate such Participant's employment or other service at any time. 




        17.    Termination. No grant shall be made under this Plan more than 10 years after the date on which this Plan is first
approved by the Board of Directors of the Company, but all grants made on or prior to such date shall continue in effect thereafter subject to the terms thereof and of this Plan. The Committee may
terminate the Plan at any time provided that such termination shall not adversely affect the rights of any Participant or beneficiary under any Award granted prior to the date of such termination. 


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Exhibit 4.3


EQUIFAX INC. 2001 Nonqualified Stock Incentive Plan