EXHIBIT 10.24


 


EQUIFAX
INC. 2008 OMNIBUS INCENTIVE PLAN


 


PERFORMANCE
SHARE AWARD AGREEMENT


 


[2013-2015
Performance Period]


 


[Name of
Participant]


 


Target 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”) Performance Shares (the “Award”) entitling Participant
to earn such number of shares of Company common stock (the “Shares”) as set forth above on the terms and conditions
set forth in this agreement (this “Agreement”) and the Plan. Capitalized terms used in this Agreement and not defined
herein shall have the meanings set forth in the Plan.


 


1.     Grant
Date. The Award is granted to Participant on the Grant Date set forth above and represents the right to receive one Share
for each Share subject to the Award earned by satisfaction of the performance measures and goals set forth in Section 3 of this
Agreement subject to the performance limitations set forth in Section 2(c) of this Agreement. Depending on the Company’s
3-year relative TSR performance as set forth in Section 3, the Participant may earn zero percent (0%) to two hundred percent (200%)
of the Shares awarded. The Shares subject to the Award are intended to be “qualified performance-based compensation”
within the meaning of Section 162(m) of the Internal Revenue Code, as amended and the regulations thereunder (the “Code”).



 


2.     Vesting.



 


(a)  Subject
to earlier vesting in accordance with Sections 4 or 5 below, the Shares will become vested on the later of the third anniversary
of the grant date or the date on which the Committee certifies the attainment of the Performance Goals (the “Vesting Date”)
in accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (c) below. 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. Subject to the
terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant
acknowledges that the opportunity to obtain Shares represents valuable consideration, regardless of whether the Shares actually
vest.


 


(b)  In
no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual
limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the
degree of attainment of such performance criteria as determined by the Committee, in its sole discretion. To the extent unvested
Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares shall be immediately
forfeited.


 


(c)  The
maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited
to a fair market value on the Vesting Date not to exceed the following:


 





		(i)	for each
                                                             Participant (other than the Chief Executive Officer of the Company),
                                                             one-half of one percent (0.5%) of the sum of the Company’s
                                                             total operating income for the Performance Period (calendar years
                                                             2013, 2014 and 2015), as determined by the Committee in accordance
                                                             with the Plan.



 




    	 



    	 



    

 


		(ii)	if
                                                                Participant was the Chief Executive Officer of the Company on
                                                                or after the Grant Date, the limit specified in subsection (i)
                                                                above shall be one and one-half percent (1.5%) of the Company’s
                                                                total operating income for the Performance Period (calendar years
                                                                2013, 2014 and 2015), as determined by the Committee in accordance
                                                                with the Plan.



 


		(iii)	“Operating
                                                                 income” for purposes of clauses (i) and (ii) above shall
                                                                 be calculated excluding the effect of changes in federal, state
                                                                 and local tax laws; restructuring charges; items of loss or expense
                                                                 determined to be extraordinary or unusual in nature or infrequent
                                                                 of occurrence or related to the disposal of a segment of a business
                                                                 or related to a change in accounting principle, all as determined
                                                                 by U.S. generally accepted accounting principles (“GAAP”);
                                                                 items of loss or expense related to discontinued operations that
                                                                 do not qualify as a segment of a business under GAAP; any reduction
                                                                 in operating income attributable to the acquisition of business
                                                                 operations during the applicable fiscal year, as most accurately
                                                                 determined either at the time of the acquisition (through projections
                                                                 made at that time and accepted by the Committee), or at year
                                                                 end; and foreign exchange gains or losses, all as determined
                                                                 by the Committee in its discretion.








 


3.     Payment
of Performance Shares.


 


(a)  The
Performance Period for this Award begins on January 1, 2013 and ends on December 31, 2015. The percentage of the Award earned
and paid will be as certified by the Committee as soon as practicable following the end of the Performance Period based on the
percentile ranking of the Company’s three-year cumulative average quarterly TSR compared to the three-year cumulative average
quarterly TSR performance of the S&P 500, subject to adjustment. The Maximum Award percentage may be decreased but may not
be increased by the Committee. The goals by which performance will be measured for payout of the Shares awarded are as follows:


 


Performance
Share Payout Table


 


	3-Year TSR	 	Percentage of
	Percentile Rank	 	Performance Shares
	Relative to S&P 500	 	Payable
	 	 	 	 	 
	90th or greater	 	 	200	%
	70th	 	 	150	%
	50th	 	 	100	%
	30th	 	 	50	%
	Less than 30th	 	 	0	%



 


(b)  Performance
Shares Payable. Subject to Section 2(c), the number of Shares payable is the Target Award multiplied by the average of the
Company’s cumulative TSR positioning for each of the last four quarters of the Performance Period. For a hypothetical illustration
of this calculation, see Example A below. For performance levels falling between the values as shown above, the percentage of
performance Shares payable will be determined by interpolation. Payments will be made in Shares.


 


Hypothetical
Example: 2008-2010 Performance Cycle


 


	 	2008	2009	2010
	 	Q1	Q2	Q3	Q4	Q1	Q2	Q3	Q4	Q1	Q2	Q3	Q4
	Cumulative TSR Positioning	61th	57th	72nd	69th	70th	62nd	54th	52nd	63rd	47th	45th	48th
	Payout
    (% of target)	 	 	 	 	 	 	 	 	132%	93%	88%	95%
	Actual
    Payout (Average of Last 4 Quarters)  	102%


 




    	- 2 -



    	 



    

 


(c)   Value
of the Shares Issued as Payment for Shares Earned. The fair market value of Shares on the Vesting Date will be used by the
Committee to determine the basis of the Shares earned and payable.


 


(d)   Withholding.
As provided in Section 16 below, the Company shall withhold Shares having a Fair Market Value on the date the tax is to be determined
equal to the minimum statutory amount for federal, state, local, and unemployment taxes (“Total Tax”) which could
be withheld on the transaction, with respect to any taxable event arising as a result of this Agreement.


 


(e)   Timing
of Payout. Payout of the Award will be made to Participant as soon as practicable following the Vesting Date and written certification
of performance by the Committee as provided in Section 8.


 


(f)   Certain
Definitions.


 


			“Maximum
                                                         Award” means the maximum number of performance Shares that
                                                         can be awarded to Participant as set forth in Section 1.



 


			“S&P
                                                         500” generally means the companies constituting the Standard
                                                         & Poor’s 500 Index as of the beginning of the Performance Period
                                                         (including the Company) and which continue to be actively traded under
                                                         the same ticker symbol on an established securities market though the
                                                         end of the Performance Period. A component company of the S&P 500
                                                         that is acquired at any time during the Performance Period (i.e., company
                                                         and ticker symbol disappear) will be eliminated from the S&P 500
                                                         for the entire Performance Period. A component company of the S&P
                                                         500 filing for bankruptcy protection (and thus no longer publicly traded)
                                                         at any time during the Performance Period will be deemed to remain in
                                                         the S&P 500 (at an assumed TSR of minus 100%).



 


			“Target
                                                         Award” means the number of Shares specified as such at the
                                                         beginning of this Agreement.



 


			“Total
                                                         Shareholder Return” or “TSR” means with
                                                         respect to the Company or other S&P 500 component company: the change
                                                         in the closing market price of its common stock (as quoted in the principal
                                                         market on which it is traded), plus dividends and other distributions
                                                         paid on such common stock during the Performance Period, divided by the
                                                         closing market price of its common stock on the last business day immediately
                                                         preceding the Performance Period. The TSR for the common stock of an
                                                         S&P 500 component company shall be adjusted to take into account
                                                         stock splits, reverse stock splits, and special dividends that occur
                                                         during the Performance Period, and assumes that all cash dividends and
                                                         cash distributions are immediately reinvested in common stock of the
                                                         entity using the closing market price on the dividend payment date.



 


4.    Termination
of Employment. The following provisions shall apply in the event Participant’s employment with the Company or a
Subsidiary is terminated for the reasons set forth below (otherwise Section 2(a) applies), unless the Committee shall have provided
otherwise, either at the time of the grant of the Award or thereafter:


 


(a)   Death.
If Participant’s employment is terminated by reason of his or her death prior to the Vesting Date, all unvested Shares subject
to this Award shall immediately become vested and nonforfeitable as of the date of Participant’s death and payout of Shares
under the Award shall be at target (100%), to Participant’s designated beneficiary, as soon as practicable after the date
of death as provided in Section 8.


 




    	- 3 -



    	 



    

 


(b)   Disability.
Except as the Committee may at any time otherwise provide or as required to comply with applicable law, if Participant’s
employment is terminated by reason of his or her Disability (as such term is defined in the Plan) prior to the Vesting Date, for
purposes of determining the payment Participant is entitled to receive under this Award, Participant shall be treated as continuing
to be employed through the Vesting Date and payout of Shares under the Award shall be at target (100%), as soon as practicable
after Participant’s termination of employment due to Disability as provided in Section 8.


 


(c)   Retirement.
Except as the Committee may at any time otherwise provide or as required to comply with applicable law, if Participant’s
employment is terminated by reason of his or her Retirement (as such term is defined in the Plan), other than for Cause, Participant
shall have the right to receive his or her full payment under the Award, if any, to which Participant would be entitled had he
or she remained employed through the Vesting Date with payout based upon the performance results as and when determined by the
Committee under Section 3. Payout of the Shares shall be made at the time provided in Section 3.


 


5.    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;
if at least one calendar year of performance during the Performance Period has been completed prior to the Change in Control event,
the Shares shall be paid using the Company’s relative cumulative TSR positioning at the time of the Change of Control (without
the final four quarter averaging applicable to the three-year Performance Period); otherwise, the target payout level (100%) shall
be used. Payout of the Shares shall be made at the time provided in Section 8.


 


6.    Clawback
Policy. This Award shall be subject to the terms and conditions of the Company’s Policy on Recovery of Incentive
Awards adopted effective January 1, 2010, a copy of which is attached as Appendix A and incorporated herein by reference.


 


7.    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.


 


8.   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 in no event
later than 60 days after) the Vesting Date or event set forth in Sections 4 or 5; 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.


 


9.   Dividends. 
Participants granted Shares 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 15 below.


 


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


 




    	- 4 -



    	 



    

 


11.   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.


 


12.   No
Rights as Shareholder.  Except as provided in Section 15, 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.


 


13.   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.


 


14.   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.


 


15.   Adjustments
in Capital Structure. In the event of a change in corporate capitalization as described in Section 19 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.


 


16.   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 such obligations in 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.


 




    	- 5 -



    	 



    

 


17.   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) the value of the Shares may increase or decrease in value; (xi) 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 (xii) except as otherwise expressly provided in the Plan, in the event
of involuntary termination of employment (whether or not in breach of local labor laws), 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.


 


18.   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 grants or awards 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.


 


19.   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 at UBS (or such other agent as may administer
the Plan on behalf of the Company from time to time) 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 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.


 


20.   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.


 


21.   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.


 




    	- 6 -



    	 



    

 


22.   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.


 


23.   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.


 


24.   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.


 


25.   Section
409A.


 


(a) General.
To the extent that the requirements of Code Section 409A are applicable to this Award, it is the intention of both Company and
Participant that the benefits and rights to which Participant could be entitled pursuant to this Agreement comply with Code Section
409A and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”), and the provisions
of this Agreement shall be construed in a manner consistent with that intention. The Plan and any Award Agreements issued thereunder
may be amended in any respect deemed by the Administrator to be necessary in order to preserve compliance with Section 409A.


 


(b) No Representations
as to Section 409A Compliance. Notwithstanding the foregoing, Company makes no representation to Participant that the Shares
awarded pursuant to this Agreement are exempt from, or satisfy, the requirements of Section 409A, and Company shall have no liability
or other obligation to indemnify or hold harmless Participant or any beneficiary for any tax, additional tax, interest or penalties
that Participant or any beneficiary may incur in the event that any provision of this Agreement, or any amendment or modification
thereof or any other action taken with respect thereto is deemed to violate any of the requirements of Section 409A.


 


(c) Six
Month Delay for Specified Participants.


 


(i)
If Participant is a “Specified Employee” (as defined below), then no payment or benefit that is payable on account
of Participant’s “Separation from Service” (as determined by the Company in accordance with Section 409A) shall
be made before the date that is six months and one day after Participant’s “Separation from Service” (or, if
earlier, the date of Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation
(or may be nonqualified deferred compensation) under Section 409A and such deferral is required to comply with the requirements
of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump
sum at the end of such required delay period in order to catch up to the original payment schedule.


 


(ii)
For purposes of this provision, Participant shall be considered to be a “Specified Employee” if, at the time of his
or her Separation from Service, Participant is a “key employee”, within the meaning of Code Section 416(i), of Company
(or any person or entity with whom the Company would be considered a single employer under Section 414(b) or Section 414(c) of
the Code, applying the 20 percent common ownership standard) any stock of which is publicly traded on an established securities
market or otherwise.


 


(d) No Acceleration
of Payments. Neither Company nor Participant, individually or in combination, may accelerate any payment or benefit that is
subject to Section 409A, except in compliance with Section 409A and the provisions of this Agreement, and no amount that is subject
to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.


 


26.
Participant Confidentiality, Non-Competition, Non-Solicitation and Assignment Agreement. In consideration for the
Award the Participant is receiving under this Agreement, Participant agrees to and is bound by the terms of the Participant Confidentiality,
Non-Competition, Non-Solicitation and Assignment Agreement, attached hereto as Appendix B.


 




    	- 7 -



    	 



    

 


27.
30 Days to Accept Agreement. Participant shall have thirty (30) calendar days to accept this Agreement. Participant’s
Award will be forfeited if this Agreement is not executed and returned within thirty (30) calendar days of receipt of Agreement.


 


	PARTICIPANT	 	EQUIFAX INC.
	 	 	 
	 	 	 
	(Signature)	 	By:	/s/ Richard
    F. Smith
	 	 	 	Richard F. Smith
	 	 	 	Chairman & CEO
	(Printed Name)	 	 
	 	 	 
	 	 	 
	(Date)	 	 


 


THIS DOCUMENT
CONSTITUTES PART OF A PROSPECTUS COVERING


SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE


SECURITIES
ACT OF 1933.


  




    	- 8 -



    	 



    

 


APPENDIX A


 


POLICY ON
RECOVERY OF INCENTIVE PAYMENTS


 


Application


 


The following
policy on recovery of incentive payments is adopted by the Compensation, Human Resources & Management Succession Committee
of the Board of Directors (“Committee”) of Equifax Inc. (“Company”) effective February 4, 2010, for Incentive
Compensation awarded or paid for fiscal years beginning after December 31, 2009, and, to the extent required by applicable law,
to payments earned before that date.


 


The Committee
may, in its sole discretion, in appropriate circumstances and to the extent permitted by governing law, direct the Company to
require recovery of all or a portion of any Incentive Compensation awarded or paid to any Employee where:


 





		1.	The payment was predicated upon achieving certain financial results that were subsequently the
subject of a material restatement of Company financial statements filed with the U.S. Securities and Exchange Commission (“SEC”);



 


		2.	The Committee determines the Employee engaged in Misconduct that contributed to the need for the
material restatement; and



 


		3.	A lower Incentive Compensation payment would have been made to the Employee based upon the restated
financial results.





 


The Committee
in its discretion also may direct the Company to seek to recover the excess amount of any Incentive Compensation awarded or paid
to a Covered Officer for a fiscal period if the result of a performance measure upon which the award was based or paid is subsequently
restated or otherwise adjusted in a manner that would reduce the size of the award or payment, regardless of whether the Covered
Officer committed any Misconduct. Where the result of a performance measure was considered in determining the compensation awarded
or paid, but the Incentive Compensation is not awarded or paid on a formulaic basis, the Committee will determine in its discretion
the amount, if any, by which the payment or award should be reduced.


 


		·	“Employee”
                                                                                                               for purposes of
                                                                                                               this policy shall
                                                                                                               mean any current
                                                                                                               or former employee
                                                                                                               of the Company
                                                                                                               or any subsidiary
                                                                                                               or affiliate thereof.



		·	“Covered
                                                                                                               Officer”
                                                                                                               shall mean the
                                                                                                               CEO and any current
                                                                                                               or former direct
                                                                                                               report to the CEO,
                                                                                                               including without
                                                                                                               limitation the
                                                                                                               Chief Accounting
                                                                                                               Officer, the head
                                                                                                               of Internal Audit,
                                                                                                               and any other elected
                                                                                                               officer or executive
                                                                                                               officer as defined
                                                                                                               under the Securities
                                                                                                               Exchange Act of
                                                                                                               1934, as amended.



		·	“Misconduct”
                                                                                                               shall mean a knowing
                                                                                                               violation of SEC
                                                                                                               rules and regulations
                                                                                                               or Company policy.
                                                                                                               



		·	“Incentive
                                                                                                               Compensation”
                                                                                                               shall mean bonuses,
                                                                                                               annual incentive
                                                                                                               plan awards, or
                                                                                                               performance-based
                                                                                                               equity awards granted
                                                                                                               under the Company’s
                                                                                                               2008 Omnibus Incentive
                                                                                                               Plan or successor
                                                                                                               thereto. 



 


Amount to be Recovered 


 


In each such
instance, the Company will, to the extent practicable, seek to recover from the individual Covered Officer the amount by which
the individual’s Incentive Compensation for the relevant periods exceeded the lower payment that would have been made based
on the restated financial results. In addition, if an Employee engaged in Misconduct that contributed to award or payment of Incentive
Compensation to him or her that is greater than would have been paid or awarded in the absence of Misconduct, the Company may
take other remedial and recovery action, as determined by the Committee in its discretion, including recovery of all or part of
the Incentive Compensation. The right to recovery shall apply to Incentive Compensation received during the three years prior
to the date on which the Company is or was required to prepare a financial restatement due to material non-compliance with any
financial reporting requirement under the securities laws of the United States or the Company discovers Misconduct, as applicable.


 


Methods for Recovery


 


The Committee
shall determine whether the Company shall effect any such recovery: (i) by seeking repayment from the Employee; (ii) by reducing
(subject to applicable law and the terms and conditions of the applicable plan, program or arrangement) the amount that would
otherwise be payable to the Employee under any compensatory plan, program, or arrangement maintained by the Company; (iii) by
withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of
compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation
practices; or (iv) by any combination of the foregoing. This policy shall be in addition to any other equitable or legal remedy
that may be taken by the Company with respect to the subject matter of this policy.


 


Coordination
with Law


 


This policy
shall be interpreted to comply with section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub. Law No.
111-203, as amended from time to time, and Section 10D of the Securities Exchange Act of 1934, as amended, and in each case, any
regulations promulgated with respect thereto, and in the event that any provision of this policy is inconsistent with any requirement
of the Dodd-Frank Act or any interpretive regulations issued thereunder, the Committee shall have the authority to amend this
policy at any time as the Committee deems necessary or appropriate, in its sole discretion, to comply with the requirements of
applicable law.


 


[Amended September
12, 2012]


 




    	A-1



    	 



    

 


APPENDIX
B


 


PARTICIPANT
CONFIDENTIALITY, NON-COMPETITION,

NON-SOLICITATION AND ASSIGNMENT AGREEMENT


 


This Participant Confidentiality,
Non-Competition, Non-Solicitation and Assignment Agreement (the “Restrictive Covenant Agreement”) is entered into
by and between Equifax Inc. on behalf of itself, its subsidiary and/or affiliate companies (collectively “Equifax”
or the “Company”) and the aforementioned Participant (hereinafter “Participant”) (collectively, the “Parties”).


 


In consideration for the continuation
of Participant’s employment, as well as the Company’s provision of restricted stock units to Participant pursuant
to the Equifax Inc. 2008 Omnibus Incentive Plan and the Performance Share Award Agreement (“Award Agreement”), to
which this Restrictive Covenant Agreement is appended, and the Company’s intention to continue to provide Participant with
training, and exposure to existing or prospective relationships, Trade Secrets, and/or Confidential Information, Participant agrees
as follows:


 


1.          Definitions.


 


For
the purposes of this Restrictive Covenant Agreement, the following capitalized terms shall be defined as follows:


 


A.           “Business”
means:


 


1.          For
individuals who work in or perform work for the U.S. Consumer Information Solutions (USCIS) business unit (or any division of
Equifax performing the following functions or providing the following services/products): Consumer information solutions in the
United States, including: consumer credit reporting and scoring; identity management services; fraud detection and modeling services;
decisioning software services that facilitate and automate consumer credit-oriented decisions; portfolio management services;
mortgage reporting and settlement solutions; property data and analytics; and consumer financial marketing services.


 


2.          For
individuals who work in or perform work for the Workforce Solutions business unit (or any division of Equifax performing the following
functions or providing the following services/products): Employment and income verification services; unemployment claims management;
social security number verification; identity authentication; employment-based tax credit services; payroll-based transaction
services; human resources-related analytics; and management of assessments, onboarding and I-9 compliance of new hires.


 


3.          For
individuals who work in or perform work for the North America Personal Solutions business unit (or any division of Equifax performing
the following functions or providing the following services/products):  Credit monitoring;
debt and household financial management; and identity theft products and related product features delivered to consumers electronically
both directly via the internet and through other on-line and off-line distribution channels.


 


4.          For
individuals who work in or perform work for the North America Commercial Solutions business unit (or any division of Equifax performing
the following functions or providing the following services/products): Business information
solutions, including business marketing and risk data compilation, business credit reporting and scoring, and related portfolio
analytics.


 




    	B-1



    	 



    

 


5.          For
individuals who work in or perform work for the Technology and Analytical Services business unit (or any division of Equifax performing
the following functions): Technology and analytical services solving for risk decisioning, offer management and account sales
management; and identity and fraud solutions solving for fraud reduction, privacy protection, and security in transactions.         


 


B.           “Competitive
Tasks” means the same or similar tasks that Participant performed on behalf of the Company during Participant’s last
twelve (12) months of employment.


 


C.           “Confidential
Information” means (a) information of the Company, to the extent not considered a Trade Secret under applicable law, that
(i) relates to the business of the Company, (ii) possesses an element of value to the Company, (iii) is not generally known to
the Company's competitors, and (iv) would damage the Company if disclosed, and (b) information of any third party provided to
the Company which the Company is obligated to treat as confidential (such third party to be referred to as the “Third Party”),
including, but not limited to, information provided to the Company by its licensors, suppliers, or Customers. Confidential Information
includes, but is not limited to, (i) future business plans, (ii) the composition, description, schematic or design of products,
future products or equipment of the Company or any Third Party, (iii) pricing information, (iv) advertising or marketing plans,
(v) information regarding independent contractors, employees, licensors, suppliers, Customers, or any Third Party, including,
but not limited to, Customer lists compiled by the Company, and Customer information compiled by the Company, and (vi) information
concerning the Company’s or the Third Party’s financial structure and methods and procedures of operation, including,
but not limited to, processes for crafting and using equipment. Confidential Information shall not include any information that
(i) is or becomes generally available to the public other than as a result of an unauthorized disclosure, (ii) has been independently
developed and disclosed by others without violating this Restrictive Covenant Agreement or the legal rights of any party, or (iii)
otherwise enters the public domain through lawful means.


 


D.            “Contact”
means any interaction that takes place in the last twelve (12) months of Participant’s employment with the Company and is
between Participant and a Customer:


 


1.          With
whom Participant dealt on behalf of the Company;


 


2.          Whose
dealings with the Company were coordinated or supervised by Participant;


 


3.          About
whom Participant obtained Trade Secrets or Confidential Information in the ordinary course of business as a result of Participant’s
work performed on behalf of the Company; or


 


4.          Who
purchases products or services from the Company, the sale or provision of which results or resulted in compensation, commissions,
or earnings for Participant.


 


E.            “Customer”
means any person or entity to whom the Company has sold its products or services or directly solicited to sell its products or
services.


 


F.           “Company
Worker” means any person who (i) was employed by the Company at the time Participant’s employment with the Company
ended, and (ii) remains employed by the Company during the Restricted Period.


 


G.           “Enterprise
Competitors” means the following companies, as well as any successor entities: Experian, TransUnion, LexisNexis, Dun &
Bradstreet, Fair Isaac Corporation, Acxiom, and CBC Companies.


 


H.           “Restricted
Competitors” means the following companies, as well as any successor entities:


 




    	B-2



    	 



    

 


1.          For
individuals who work in or perform work for the U.S. Consumer Information Solutions (USCIS) business unit (or any division of
Equifax performing the functions or providing the services/products listed in Paragraph 1.A.1. above): LexisNexis; TransUnion;
Experian; CoreLogic; Lender Processing Services; Opera; Verisk Analytics; PriceMetrix; Nielson; CBC; Kroll; Acxiom; Fair Isaac
Corporation; and SAS.


 


2.          For
individuals who work in or perform work for the Workforce Solutions business unit (or any division of Equifax performing the functions
or providing the services/products listed in Paragraph 1.A.2. above):


 


a. Verification services:
CoreLogic Credco; DataVerify; Inco-Check; Interthinx; Kroll; LexisNexis; and Verification Bureau.


 


b. Unemployment claims
management: Corporate Cost Control; Employer’s Unity; Employer’s Edge; Barnett Associates; Thomas & Thorngren;
and Ernst & Young.


 


c. Tax-credit services:
ADP; First Advantage; Thomas & Thorngren; Ernst and Young; and Maximus.


 


d. Workforce
analytics: Visier; Orca Eyes; Aquire; Mercer iKnow; and Tibco Spotfire.


 


e. I-9 solutions: TrackerCorp;
ADP; LawLogix; HireNow; and I-9 Form.


 


3.          For
individuals who work in or perform work for the North America Personal Solutions business unit (or any division of Equifax performing
the functions or providing the services/products listed in Paragraph 1.A.3. above): Experian; TransUnion; One Technologies; Credit
Karma; Credit Sesame; Intuit (Mint); CSID; Lifelock; Intersections; and Affinion.


 


4.          For
individuals who work in or perform work for North America Commercial Solutions business unit (or any division of Equifax performing
the functions or providing the services/products listed in Paragraph 1.A.4. above): Experian; Dun & Bradstreet; InfoUSA; Cortera;
and LexisNexis.


 


5.          For
individuals who work in or perform work for the Technology and Analytical Services business unit (or any division of Equifax performing
the functions or providing the services/products listed in Paragraph 1.A.5. above):


 


a. technology and analytical
services solving for risk decisioning, offer management and account sales management: Experian, TransUnion and Dun & Bradstreet.


 


b. identity and fraud
solutions solving for fraud reduction, privacy protection, and security in transactions: LexisNexis, Experian, TransUnion, Dun
& Bradstreet, ID Analytics, RSA, Verizon and Symantec.


 


An entity will not be construed
as a Restricted Competitor if Participant did not work in or perform services in the prior twelve (12) months for the particular
business unit that competes with the entity in question. For instance, if Participant works exclusively for the verification services
sub-unit of the Workforce Solutions business unit in the prior twelve (12) months, then the list of Restrictive Competitors for
Participant shall only be those entities listed in Paragraph 1(H)(2)(a).


 


I.           “Restricted
Period” means the time period during Participant’s employment with the Company, and for twelve (12) months after Participant’s
employment with the Company ends.


 




    	B-3



    	 



    

 


J.           “Trade
Secrets” means the Company’s trade secrets as defined by applicable statutory or common law.


 


		2.	Employment.
                                                                                                   
                                                                                                   During Participant’s
                                                                                                   employment, Participant shall
                                                                                                   perform such duties for and
                                                                                                   on behalf of the Company as
                                                                                                   may be determined and assigned
                                                                                                   to Participant from time to
                                                                                                   time by Equifax. Participant
                                                                                                   shall devote his or her best
                                                                                                   efforts to the business and
                                                                                                   affairs of Equifax.



 


		3.	Employment
                                                          Relationship. The Parties acknowledge and agree that this
                                                          Restrictive Covenant Agreement does not create a contract of employment
                                                          for a specified term. Unless Equifax and Participant have entered a
                                                          written agreement to the contrary, Participant’s employment relationship
                                                          with the Company is at-will. This means that Participant may terminate
                                                          his or her employment with the Company at any time and for any reason
                                                          whatsoever simply by notifying the Company. Likewise, the Company may
                                                          terminate Participant’s employment at any time with or without
                                                          cause or advance notice.



 


		4.	Acknowledgments.
                                                                                                   Participant
                                                                                                   acknowledges that:



 


		A.	Equifax
                                                                                                       is engaged in the Business
                                                                                                       as defined in Paragraph
                                                                                                       1(A);



 


		B.	Participant’s
                                                                                                       position is a position
                                                                                                       of trust and responsibility
                                                                                                       with Equifax and will provide
                                                                                                       Participant with continued
                                                                                                       access to Confidential
                                                                                                       Information, Trade Secrets,
                                                                                                       and/or valuable information
                                                                                                       concerning employees and
                                                                                                       customers of the Company;



 


		C.	the
                                                                                                       Trade Secrets and Confidential
                                                                                                       Information, and the relationship
                                                                                                       between Equifax and each
                                                                                                       of its employees and customers,
                                                                                                       are valuable assets of
                                                                                                       Equifax;



 


		D.	Equifax’s
                                                                                                       competitors, including,
                                                                                                       but not limited to, the
                                                                                                       Enterprise Competitors
                                                                                                       and the Restricted Competitors,
                                                                                                       will obtain an unfair advantage
                                                                                                       if Participant (i) discloses
                                                                                                       Confidential Information
                                                                                                       or Trade Secrets to the
                                                                                                       Company’s competitors,
                                                                                                       (ii) uses Confidential
                                                                                                       Information or Trade Secrets
                                                                                                       on behalf of any entity
                                                                                                       that competes with the
                                                                                                       Company, or (iii) exploits
                                                                                                       the relationships Participant
                                                                                                       develops on behalf of the
                                                                                                       Company during his or her
                                                                                                       employment to solicit Customers
                                                                                                       or Company Workers on behalf
                                                                                                       of any entity that competes
                                                                                                       with Equifax and in violation
                                                                                                       of this Restrictive Covenant
                                                                                                       Agreement; and



 


		E.	the
                                                                                                       restrictions contained
                                                                                                       in this Restrictive Covenant
                                                                                                       Agreement are reasonable
                                                                                                       and necessary to protect
                                                                                                       the legitimate business
                                                                                                       interests of the Company,
                                                                                                       and will not impair or
                                                                                                       infringe upon Participant’s
                                                                                                       right to work or earn a
                                                                                                       living in the event Participant’s
                                                                                                       employment with the Company
                                                                                                       ends.



 


		5.	Trade
                                                                                                   Secrets and Confidential Information.
                                                                                                   



 


Participant
agrees that he or she will not:


 


		A.	Either
                                                                                                       during or for a period
                                                                                                       of two (2) years after
                                                                                                       Participant’s employment
                                                                                                       with Equifax, use or disclose
                                                                                                       the Confidential Information
                                                                                                       for any purpose other than
                                                                                                       the performance of duties
                                                                                                       in the Business on behalf
                                                                                                       of the Company, except
                                                                                                       as authorized in writing
                                                                                                       by Equifax, and Participant
                                                                                                       shall not use or disclose
                                                                                                       Trade Secrets indefinitely;



 






    	B-4



    	 



    
  


		B.	During
                                                                                                       Participant’s employment
                                                                                                       with Equifax, use or disclose
                                                                                                       (a) any confidential information
                                                                                                       or trade secrets of any
                                                                                                       Third Party, or (b) any
                                                                                                       works of authorship developed
                                                                                                       in whole or in part by
                                                                                                       Participant for any Third
                                                                                                       Party, unless authorized
                                                                                                       in writing by the Third
                                                                                                       Party; or



 


		C.	upon
                                                                                                       the conclusion of Participant’s
                                                                                                       employment with the Company
                                                                                                       for any reason retain Trade
                                                                                                       Secrets or Confidential
                                                                                                       Information, including
                                                                                                       any copies existing in
                                                                                                       any form (including electronic
                                                                                                       form) that are in Participant’s
                                                                                                       possession or control,
                                                                                                       unless instructed to do
                                                                                                       so in writing by Equifax.



 


		6.	Non-Competition
                                                                                                  with Enterprise Competitors.
                                                                                                  During
                                                                                                  the Restricted Period, Participant
                                                                                                  will not, except as authorized
                                                                                                  in writing by Equifax’s
                                                                                                  Chief Executive Officer or his
                                                                                                  or her delegate, perform Competitive
                                                                                                  Tasks on behalf of any of the
                                                                                                  Enterprise Competitors.
                                                                                                  Participant
                                                                                                  acknowledges that he/she has
                                                                                                  authority over and/or will gain
                                                                                                  Trade Secrets and Confidential
                                                                                                  Information regarding multiple
                                                                                                  areas of Business. Because the
                                                                                                  Enterprise Competitors compete
                                                                                                  with most or all of the Company's
                                                                                                  Business, Participant agrees
                                                                                                  that the Company has a legitimate
                                                                                                  interest in preventing Participant
                                                                                                  from performing Competitive
                                                                                                  Tasks on behalf of any business
                                                                                                  unit of the Enterprise Competitors.



 


		7.	Non-Competition
                                                                                                  with Restricted Competitors.
                                                                                                  During
                                                                                                  the Restricted Period, Participant
                                                                                                  will not, except as authorized
                                                                                                  in writing by Equifax’s
                                                                                                  Chief Executive Officer or his
                                                                                                  or her delegate, perform Competitive
                                                                                                  Tasks on behalf of any of the
                                                                                                  Restricted Competitors. This
                                                                                                  restriction is limited to a
                                                                                                  prohibition on working for a
                                                                                                  Restricted Competitor (or a
                                                                                                  recognized division or department
                                                                                                  thereof) that competes with
                                                                                                  the area(s) of the Business
                                                                                                  in which Participant worked
                                                                                                  or for which Participant performed
                                                                                                  work during Participant’s
                                                                                                  last twelve (12) months of employment
                                                                                                  with Equifax; this restriction
                                                                                                  does not prevent Participant
                                                                                                  from working exclusively for
                                                                                                  a recognized division or department
                                                                                                  of a Restricted Competitor that
                                                                                                  does not compete with the area(s)
                                                                                                  of the Business for which Participant
                                                                                                  performed work during Participant’s
                                                                                                  last twelve (12) months of employment
                                                                                                  with Equifax.



 


		8.	Non-Solicitation
                                                                                                  of Customers. During
                                                                                                  the Restricted Period, Participant
                                                                                                  will not directly or indirectly
                                                                                                  solicit any Customer of the
                                                                                                  Company for the purpose of selling
                                                                                                  or providing any products or
                                                                                                  services competitive with those
                                                                                                  offered by the area(s) of the
                                                                                                  Business in which Participant
                                                                                                  worked or for which Participant
                                                                                                  performed work during Participant’s
                                                                                                  last twelve (12) months of employment
                                                                                                  with Equifax. The restrictions
                                                                                                  set forth in this Section apply
                                                                                                  only to Customers with whom
                                                                                                  Participant had Contact. Nothing
                                                                                                  in this Section shall be construed
                                                                                                  to prohibit Participant from
                                                                                                  soliciting any Customer of the
                                                                                                  Company for the purpose of selling
                                                                                                  or providing any products or
                                                                                                  services: (a) to a Customer
                                                                                                  that has terminated its business
                                                                                                  relationship with the Company
                                                                                                  (for reasons other than being
                                                                                                  solicited or encouraged by Participant
                                                                                                  to do so), or (b) competitive
                                                                                                  with a product line or service
                                                                                                  line the Company no longer offers.
                                                                                                  



 


		9.	Non-Solicitation
                                                         of Company Workers. During the Restricted Period, Participant
                                                         will not, directly or indirectly, on his or her behalf or on behalf of
                                                         others, solicit any Company Worker to terminate his or her employment
                                                         relationship with Equifax in order to work for any other person or entity
                                                         engaged in the Business.



 






    	B-5



    	 



    
 


		10.	Work Product. Except as set forth
                                                          in a separate written agreement executed by a corporate executive officer
                                                          of Equifax, ownership of all programs, systems, inventions, discoveries,
                                                          developments, modifications, procedures, ideas, innovations, know-how
                                                          or designs that either relate to Equifax’s business or actual
                                                          or demonstrably anticipated research or development or result from any
                                                          work performed by Participant for Equifax (hereinafter collectively
                                                          called “Inventions”) are the property of Equifax. Inventions
                                                          shall not include any intellectual property the assignment of which
                                                          to Equifax would be expressly prohibited by a specifically applicable
                                                          state law, regulation, rule or public policy, such as Delaware Code
                                                          Annotated, Title 19, § 805, Illinois Revised Statutes, Chapter
                                                          140, §§ 301-303, Kansas Statutes Annotated, §§ 44-130,
                                                          Minnesota Statutes Annotated, § 181.78, North Carolina General
                                                          Statutes, §§ 66-57.1, 66-57.2, Utah Code Annotated, §§
                                                          34-39-2, 34-39-3, or Washington Revised Code Annotated, §§
                                                          49.44.140, 49.44.150. Participant will cooperate in applying for patents,
                                                          trademarks or copyrights on all Inventions as Equifax requests, and
                                                          agrees to assign and hereby does assign those patents, trademarks, copyrights
                                                          and/or all other intellectual property rights to Equifax. Any works
                                                          of authorship created by Participant in the course of Participant’s
                                                          duties are subject to the “Work for Hire” provisions contained
                                                          in sections 101 and 201 of the United States Copyright Law, Title 17
                                                          of the United States Code. Accordingly, all rights, title and interest
                                                          to copyrights in all works of authorship which have been or will be
                                                          prepared by Participant within the scope of Participant’s employment
                                                          (hereinafter collectively called the “Works”), shall be
                                                          the property of Equifax. Participant further acknowledges and agrees
                                                          that, to the extent the provisions of Title 17 of the United States
                                                          Code do not vest in Equifax the copyrights to any Works, Participant
                                                          shall assign and hereby does assign to Equifax all rights, title and
                                                          interest to copyrights which Participant may have in the Works. Participant
                                                          shall disclose to Equifax all Works and will execute and deliver all
                                                          applications for registration, registrations, and further documents
                                                          relating to the copyrights to the Works. Participant shall provide such
                                                          additional assistance as Equifax may deem necessary and desirable to
                                                          assign the Works or Inventions to Equifax and/or secure Equifax title
                                                          to the patents, trademarks, copyrights and/or all other intellectual
                                                          property rights in the Works or Inventions, including the appointment
                                                          of Equifax as its agent to effect for such purposes. To the extent that
                                                          any preexisting rights are embodied or reflected in the Works or Inventions,
                                                          Participant grants to Equifax an irrevocable, perpetual, non-exclusive,
                                                          world-wide, royalty-free right and license to (i) use, execute, reproduce,
                                                          display, perform, distribute copies of and prepare derivative works
                                                          based upon such preexisting rights; and (ii) authorize others on Equifax’s
                                                          behalf to do any or all of the foregoing, and Participant warrants that
                                                          he or she has full and unencumbered authority to grant such a license.
                                                          The confidentiality requirements of the preceding paragraphs of this
                                                          Restrictive Covenant Agreement will apply to all of the above.



 


		11.	Return of Company Property/Materials.
                                                          Upon the termination of Participant’s employment for any reason
                                                          or upon Equifax’s request at any time, Participant shall immediately
                                                          return to Equifax all of Equifax’s property, including, but not
                                                          limited to, any mobile/smart phone, personal digital assistant (PDA),
                                                          keys, passcards, credit cards, confidential or proprietary lists (including,
                                                          but not limited to, customer or vendor lists existing in any format),
                                                          rolodexes, tapes, laptop computer, software, computer files, external
                                                          data device, marketing and sales materials, information relating to
                                                          work done for Equifax or that Participant obtained as a result of working
                                                          for Equifax (including such information residing on Participant’s
                                                          personal computer, e-mail account, external data device, or mobile/smart
                                                          phone) and any other property, record, document, or piece of equipment
                                                          belonging to Equifax. Participant will not retain and shall provide
                                                          to Equifax any copies of Equifax’s property, including any copies
                                                          existing in electronic form. To the extent that Participant cannot return
                                                          copies of Equifax property (such as files existing on Participant’s
                                                          home computer or personal e-mail account), then Participant shall provide
                                                          a copy of the file to Equifax (including all available Metadata) and
                                                          then permanently delete the file (unless otherwise instructed in writing
                                                          to preserve it by Equifax). The obligations contained in this Section
                                                          shall also apply to any property that belongs to a third party, including,
                                                          but not limited to, (a) any entity which is affiliated or related to
                                                          the Company, or (b) the Company’s customers, licensors, or suppliers.
                                                          If Participant has any questions regarding his/her obligations to return
                                                          and not to retain Company property, then Participant is obligated to
                                                          contact Participant’s direct supervisor (as of the end of Participant’s
                                                          employment) to obtain guidance.



 






    	B-6



    	 



    
 


		12.	Post-Employment Disclosure.
                                                                 During the Restricted Period,
                                                                 Participant shall provide a copy of this Restrictive Covenant
                                                                 Agreement to persons and/or entities for whom Participant works
                                                                 or consults as an owner, partner, joint venturer, employee, or
                                                                 independent contractor. If, during the Restricted Period, Participant
                                                                 agrees to work or consult for another person or entity as an
                                                                 owner, partner, joint venturer, employee or independent contractor,
                                                                 then Participant shall provide Equifax before Participant’s
                                                                 first day of work or consultation with such person’s or
                                                                 entity’s name, the nature of such person’s or entity’s
                                                                 business, Participant’s job title, and a general description
                                                                 of the services Participant will provide.



 


		13.	Injunctive
                                                                                                   Relief. If
                                                                                                   Participant breaches this Restrictive
                                                                                                   Covenant Agreement, Participant
                                                                                                   agrees that: 



 


		A.	Equifax
would suffer irreparable harm;



 


		B.	it
                                                                                                       would be difficult to determine
                                                                                                       damages, and money damages
                                                                                                       alone would be an inadequate
                                                                                                       remedy for the injuries
                                                                                                       suffered by Equifax; and



 


		C.	if
                                                                                                       Equifax seeks injunctive
                                                                                                       relief to enforce this
                                                                                                       Restrictive Covenant Agreement,
                                                                                                       Participant will waive
                                                                                                       and will not assert any
                                                                                                       defense that Equifax has
                                                                                                       an adequate remedy at law
                                                                                                       with respect to the breach.
                                                                                                       



 


Nothing
contained in this Restrictive Covenant Agreement shall limit Equifax’s right to any other remedies at law or in equity.


 


		14.	Clawback.
                                                                                                                                               If
                                                                                                                                               Participant
                                                                                                                                               breaches
                                                                                                                                               this
                                                                                                                                               Restrictive
                                                                                                                                               Covenant
                                                                                                                                               Agreement,
                                                                                                                                               then
                                                                                                                                               the
                                                                                                                                               Committee
                                                                                                                                               (as
                                                                                                                                               that
                                                                                                                                               term
                                                                                                                                               is
                                                                                                                                               defined
                                                                                                                                               in
                                                                                                                                               the
                                                                                                                                               Award
                                                                                                                                               Agreement)
                                                                                                                                               may,
                                                                                                                                               notwithstanding
                                                                                                                                               any
                                                                                                                                               other
                                                                                                                                               provision
                                                                                                                                               in
                                                                                                                                               the
                                                                                                                                               Award
                                                                                                                                               Agreement
                                                                                                                                               to
                                                                                                                                               the
                                                                                                                                               contrary,
                                                                                                                                               cancel,
                                                                                                                                               rescind,
                                                                                                                                               suspend,
                                                                                                                                               withhold
                                                                                                                                               or
                                                                                                                                               otherwise
                                                                                                                                               restrict
                                                                                                                                               or
                                                                                                                                               limit
                                                                                                                                               Participant’s
                                                                                                                                               Award
                                                                                                                                               (as
                                                                                                                                               that
                                                                                                                                               term
                                                                                                                                               is
                                                                                                                                               defined
                                                                                                                                               in
                                                                                                                                               the
                                                                                                                                               Award
                                                                                                                                               Agreement).
                                                                                                                                               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
                                                                                                                                               (as
                                                                                                                                               that
                                                                                                                                               term
                                                                                                                                               is
                                                                                                                                               defined
                                                                                                                                               in
                                                                                                                                               the
                                                                                                                                               Award
                                                                                                                                               Agreement)
                                                                                                                                               awarded
                                                                                                                                               during
                                                                                                                                               the
                                                                                                                                               period
                                                                                                                                               beginning
                                                                                                                                               six
                                                                                                                                               months
                                                                                                                                               prior
                                                                                                                                               to
                                                                                                                                               the
                                                                                                                                               date
                                                                                                                                               on
                                                                                                                                               which
                                                                                                                                               Participant
                                                                                                                                               engaged
                                                                                                                                               or
                                                                                                                                               began
                                                                                                                                               engaging
                                                                                                                                               in
                                                                                                                                               activity
                                                                                                                                               in
                                                                                                                                               violation
                                                                                                                                               of
                                                                                                                                               this
                                                                                                                                               Restrictive
                                                                                                                                               Covenant
                                                                                                                                               Agreement.
                                                                                                                                               Participant
                                                                                                                                               agrees
                                                                                                                                               that
                                                                                                                                               in
                                                                                                                                               the
                                                                                                                                               event
                                                                                                                                               that
                                                                                                                                               the
                                                                                                                                               Committee
                                                                                                                                               takes
                                                                                                                                               any
                                                                                                                                               action
                                                                                                                                               set
                                                                                                                                               forth
                                                                                                                                               in
                                                                                                                                               this
                                                                                                                                               Paragraph:
                                                                                                                                               (a)
                                                                                                                                               the
                                                                                                                                               covenants
                                                                                                                                               set
                                                                                                                                               forth
                                                                                                                                               herein
                                                                                                                                               will
                                                                                                                                               remain
                                                                                                                                               in
                                                                                                                                               effect
                                                                                                                                               as
                                                                                                                                               Participant
                                                                                                                                               will
                                                                                                                                               have
                                                                                                                                               received
                                                                                                                                               consideration
                                                                                                                                               above
                                                                                                                                               and
                                                                                                                                               beyond
                                                                                                                                               the
                                                                                                                                               Shares;
                                                                                                                                               and
                                                                                                                                               (b)
                                                                                                                                               Equifax
                                                                                                                                               will
                                                                                                                                               remain
                                                                                                                                               entitled
                                                                                                                                               to
                                                                                                                                               injunctive
                                                                                                                                               relief
                                                                                                                                               because
                                                                                                                                               it
                                                                                                                                               would
                                                                                                                                               not
                                                                                                                                               be
                                                                                                                                               made
                                                                                                                                               whole
                                                                                                                                               simply
                                                                                                                                               through
                                                                                                                                               the
                                                                                                                                               potential
                                                                                                                                               actions
                                                                                                                                               set
                                                                                                                                               forth
                                                                                                                                               in
                                                                                                                                               this
                                                                                                                                               Paragraph.
                                                                                                                                               Nothing
                                                                                                                                               in
                                                                                                                                               this
                                                                                                                                               Paragraph
                                                                                                                                               limits
                                                                                                                                               the
                                                                                                                                               terms
                                                                                                                                               of
                                                                                                                                               Policy
                                                                                                                                               on
                                                                                                                                               Recovery
                                                                                                                                               of
                                                                                                                                               Incentive
                                                                                                                                               Payments,
                                                                                                                                               which
                                                                                                                                               is
                                                                                                                                               attached
                                                                                                                                               as
                                                                                                                                               Appendix
                                                                                                                                               A
                                                                                                                                               to
                                                                                                                                               the
                                                                                                                                               Award
                                                                                                                                               Agreement.
                                                                                                                                               



 






    	B-7



    	 



    
 


		15.	Independent Enforcement. Each
                                                          of the covenants set forth herein shall be construed as covenants independent
                                                          of: (a) any agreements other than this Restrictive Covenant Agreement;
                                                          or (b) any other covenants in this Restrictive Covenant Agreement, and
                                                          the existence of any claim or cause of action by Participant against
                                                          Equifax, whether predicated on this Restrictive Covenant Agreement or
                                                          otherwise, regardless of who was at fault and regardless of any claims
                                                          that either Participant or Equifax may have against the other, shall
                                                          not constitute a defense to the enforcement by Equifax of the covenants
                                                          set forth herein. Equifax shall not be barred from enforcing the restrictive
                                                          covenants set forth herein by reason of any breach of: (a) any other
                                                          part of this Restrictive Covenant Agreement; or (b) any other agreement
                                                          with Participant.



 


		16.	Computer Authorization. Participant
                                                          agrees that Participant is not authorized to use Equifax’s computer
                                                          system or any of Equifax’s IT hardware or software for any purpose
                                                          in actual or contemplated competition with Equifax. This includes but
                                                          is not limited to: (a) transferring information relating to Equifax’s
                                                          Business from Equifax’s system, hardware, or software to an external
                                                          device or account for the purpose of using, disclosing, or retaining
                                                          such information after the end of Participant’s employment; or
                                                          (b) deleting information relating to Equifax’s Business from Equifax’s
                                                          system, hardware, or software in advance of the end of Participant’s
                                                          employment with Equifax.



 


		17.	Compliance with Federal and State
                                                          Law. Participant acknowledges that Equifax is obligated under federal
                                                          and state credit reporting and similar laws and regulations to hold
                                                          in confidence and not disclose certain information regarding individuals,
                                                          firms or corporations which is obtained or held by Equifax, and that
                                                          Equifax is required to adopt reasonable procedures for protecting the
                                                          confidentiality, accuracy, relevancy and proper utilization of consumer
                                                          credit information. In that regard, except as necessary to perform Participant’s
                                                          duties for Equifax, Participant will hold in strict confidence, and
                                                          will not use, reproduce, disclose or otherwise distribute any information
                                                          which Equifax 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.



 


		18.	Misuse of data. Participant agrees
                                                          that any unauthorized disclosure of confidential codes, system access
                                                          instructions or file data, intentional alteration or destruction of
                                                          data, or unauthorized access or updating of Participant’s own
                                                          or any other files can lead to immediate termination and federal prosecution
                                                          under the Fair Credit Reporting Act, the Counterfeit Access Device and
                                                          Computer Fraud and Abuse Act, or prosecution under other state and federal
                                                          laws. Should Participant ever be approached by anyone to commit unauthorized
                                                          or illegal acts or to disclose confidential materials or data, Participant
                                                          will immediately report this directly to Equifax management.



 


		19.	HIPAA.
                                                          Participant acknowledges that if Participant’s job
                                                          duties and responsibilities are within the Equifax Information Technology
                                                          Department or Human Resources, such duties may cause the Participant
                                                          to have incidental access to protected health information (“PHI”)
                                                          of the Equifax health plans that is maintained in electronic form. PHI
                                                          is mandated by the Health Insurance Portability and Accountability Act
                                                          of 1996 (“HIPAA”) to be kept secure and confidential and
                                                          may not be accessed, used or disclosed, except as permitted by the Policies
                                                          and Procedures of the Equifax health plans. Participant acknowledges
                                                          that he or she will not at any time access PHI, except and only to the
                                                          extent as may be expressly required in the course of his or her duties
                                                          and responsibilities within the Equifax Information Technology Department
                                                          or Human Resources. Further, Participant acknowledges that he or she
                                                          will not at any time – either during or after his or her employment
                                                          with Equifax – use or disclose PHI to any person or entity, either
                                                          within Equifax or externally to third parties, except and only to the
                                                          extent as expressly permitted by the Privacy Official for the Equifax
                                                          health plans. Participant understands and acknowledges that unauthorized
                                                          access, use or disclosure of PHI will result in disciplinary action,
                                                          up to and including termination of employment, and may also result in
                                                          the imposition of civil and criminal penalties under HIPAA and other
                                                          applicable law.



 






    	B-8



    	 



    
 


		20.	Waiver. Equifax’s
                                                          failure to enforce any provision of this Restrictive Covenant Agreement
                                                          shall not act as a waiver of that or any other provision. Equifax’s
                                                          waiver of any breach of this Restrictive Covenant Agreement shall not
                                                          act as a waiver of any other breach.



 


		21.	Attorneys’ Fees. In the
                                                          event of litigation relating to this Restrictive Covenant Agreement,
                                                          the Company shall, if it is the prevailing party, be entitled to recover
                                                          attorneys’ fees and costs of litigation in addition to all other
                                                          remedies available at law or in equity.



 


		22.	Severability. The provisions
of this Restrictive Covenant Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable,
in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If
such provision cannot be modified to be enforceable, then the unenforceable element of the provision (or, failing that, the entire
provision) shall be severed from this Restrictive Covenant Agreement. The remaining provisions and any partially enforceable provisions
shall remain in full force and effect. Equifax states specifically that Paragraphs 6 and 7 above shall not restrict the right
of a lawyer to practice after termination. Rather, for any lawyer signing this Restrictive Covenant Agreement, Paragraphs 6 and
7 shall not apply to Competitive Tasks involving the practice of law.



 


		23.	Governing Law. This Restrictive
                                                          Covenant Agreement shall be governed by and construed in accordance
                                                          with the laws of the State of Georgia, without reference to Georgia’s
                                                          choice of law rules.



 


		24.	No Strict Construction. If there
                                                          is a dispute about the language of this Restrictive Covenant Agreement,
                                                          the fact that one Party drafted the Restrictive Covenant Agreement shall
                                                          not be used in its interpretation.



 


		25.	Entire Agreement. This Restrictive
                                                          Covenant Agreement constitutes the entire agreement between the Parties
                                                          concerning the subject matter of this Restrictive Covenant Agreement.
                                                          This Restrictive Covenant Agreement supersedes any prior communications,
                                                          agreements or understandings, whether oral or written, between the Parties
                                                          relating to the subject matter of this Restrictive Covenant Agreement,
                                                          except for any handbooks or security policies issued by Equifax and
                                                          applicable to Participant.



 


		26.	Amendments. Participant understands
                                                          that at any time during his or her employment, Equifax may request that
                                                          Participant sign an amendment to this Restrictive Covenant Agreement
                                                          that would modify the restrictive covenants herein based on changes
                                                          to Participant’s duties, changes in the area for which Participant
                                                          has responsibility, changes in Equifax’s Business, or changes
                                                          in the law regarding restrictive covenants. This Restrictive Covenant
                                                          Agreement may not otherwise be amended or modified except in writing
                                                          signed by both Parties.



 






    	B-9



    	 



    
 


		27.	Successors and Assigns. This Restrictive
                                                          Covenant Agreement shall be assignable to, and shall inure to the benefit
                                                          of, Equifax’s successors and assigns, including, without limitation,
                                                          successors through merger, name change, consolidation, or sale of a
                                                          majority of Equifax’s stock or assets, and shall be binding upon
                                                          Participant. Participant shall not have the right to assign his or her
                                                          rights or obligations under this Restrictive Covenant Agreement. The
                                                          covenants contained in this Restrictive Covenant Agreement shall survive
                                                          cessation of Participant’s employment with the Company, regardless
                                                          of who causes the cessation or the reason for the cessation.



 


		28.	Exclusive Jurisdiction and Venue.
                                                          Participant agrees that any claim arising out of or relating to this
                                                          Restrictive Covenant Agreement shall be brought exclusively in the state
                                                          or federal courts of competent jurisdiction located in the State of
                                                          Georgia. Participant consents to the personal jurisdiction of such courts
                                                          and thereby waives: (a) any objection to jurisdiction or venue; or (b)
                                                          any defense claiming lack of jurisdiction or improper venue, in any
                                                          action brought in such courts.



 


		29.	Execution. This Restrictive Covenant
                                                          Agreement shall be executed by Participant’s acceptance of the
                                                          preceding Award Agreement, to which this Restrictive Covenant Agreement
                                                          is appended.



 


Participant acknowledges
that he or she has carefully read this Restrictive Covenant Agreement, knows and understands its terms and conditions, and has
had the opportunity to ask the Company any questions Participant may have had prior to accepting this Restrictive Covenant Agreement.
Participant also acknowledges that he or she has had the opportunity to consult an attorney of Participant’s choice (at
Participant’s expense) to review this Restrictive Covenant Agreement before accepting it.


 






    	B-10