EXHIBIT 10.2


 


[FORM OF NEW CIC AGREEMENT (TIER
I OR TIER II)]


 


[Date]


 


[Name]


[Title]


[Address]


 


Dear                     :


 


Equifax Inc. (the “Company”)
considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best
interests of the Company and its shareholders.  In this connection, the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control exists and that possibility, and the uncertainty and questions
that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the
Company and its shareholders.  Accordingly, the Board of Directors of the Company has determined that appropriate steps should
be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management, including
yourself, to their assigned duties without distraction in the face of potentially disturbing circumstances arising from the possibility
of a change in control of the Company.  At the same time, the Company expects to receive certain benefits in exchange for
providing you with this measure of financial security and incentive under this Letter.  Therefore, the Company believes that
you should provide various specific commitments which are intended to assure the Company that you will not direct your skills,
experience and knowledge to the detriment of the Company for a period not to exceed the period during which payments are being
made to you under this Letter.


 


In order to induce you to remain in its
employ, the Company agrees to provide you the compensation and benefits described in this Letter (in lieu of any severance payments
and benefits you would otherwise receive in accordance with the Company’s severance pay practices) if your employment with
the Company is terminated subsequent to a “Change in Control” of the Company (as defined in paragraph 3) under the
circumstances described in paragraph 4.  This Letter supersedes and replaces all prior agreements and understandings on the
matters set forth herein.


 


1.          No
Right to Continued Employment.  This Letter does not give you any right to continued employment by the Company or a Subsidiary,
and it will not interfere in any way with the right the Company or a Subsidiary otherwise may have to terminate your employment
at any time. 


 


2.          Term
of This Letter. The terms of this Letter will be effective as of                     ,
        , and, except as otherwise provided in this Letter, will continue in effect until
                          ,
        ; provided that commencing on January 1,         
and each subsequent January 1, the terms of this Letter will be extended automatically so as to remain in effect for three
(3) years from that January 1 unless at least sixty (60) days prior to January 1 of a given year, the Company notifies
you that it does not wish to continue this Letter in effect beyond its then current expiration date; and provided further that
if a Change in Control occurs prior to the expiration of this Letter, this Letter will continue in effect for                   
(    ) [2 or 3 depending on Tier II or I] years from the Change in Control Date.


 


3.          Change
In Control.  No benefits will be payable under this Letter unless there is a Change in Control and your employment by
the Company is terminated under the circumstances described in paragraph 4 entitling you to benefits.  For purposes of this
Letter, a Change in Control of the Company means the occurrence of any of the following events during the period in which this
Letter remains in effect:


 




    	 



    	 



    

 


3.1           
Voting Stock Accumulations.  The accumulation by any Person of Beneficial Ownership of twenty percent (20%) or more
of the combined voting power of the Company’s Voting Stock; provided that for purposes of this subparagraph 3.1, a Change
in Control will not be deemed to have occurred if the accumulation of twenty percent (20%) or more of the voting power of the Company’s
Voting Stock results from any acquisition of Voting Stock (a) directly from the Company that is approved by the Incumbent
Board, (b) by the Company, (c) by any employee benefit plan (or related trust) sponsored or maintained by the Company
or any Subsidiary, or (d) by any Person pursuant to a Business Combination that complies with all of the provisions of clauses
(a), (b) and (c) of subparagraph 3.2; or


 


3.2          
Business Combinations.  Consummation of a Business Combination, unless, immediately following that Business Combination,
(a) all or substantially all of the Persons who were the beneficial owners of Voting Stock of the Company immediately prior
to that Business Combination beneficially owns, directly or indirectly, more than sixty-six and two-thirds percent (66-2/3%) of
the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of Directors of the entity resulting from that Business Combination (including, without limitation,
an entity that as a result of that transaction owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries) in substantially the same proportions relative to each other as their ownership,
immediately prior to that Business Combination, of the Voting Stock of the Company, (b) no Person (other than the Company,
that entity resulting from that Business Combination, or any employee benefit plan (or related trust) sponsored or maintained by
the Company, any Eighty Percent (80%) Subsidiary or that entity resulting from that Business Combination) beneficially owns, directly
or indirectly, twenty percent (20%) or more of the then outstanding shares of common stock of the entity resulting from that Business
Combination or the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors of that entity, and (c) at least a majority of the members of the Board of Directors of the entity resulting from
that Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action
of the Board providing for that Business Combination; or


 


3.3             Sale of Assets.  A
sale or other disposition of all or substantially all of the assets of the Company; or


 


3.4             Liquidations or Dissolutions. 
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business
Combination that complies with all of the provisions of clauses (a), (b) and (c) of subparagraph 3.2.


 


For purposes of this paragraph
3, the following definitions will apply:


 


“Beneficial Ownership” means beneficial
ownership as that term is used in Rule 13d-3 promulgated under the Exchange Act.


 


“Business Combination” means a reorganization,
merger or consolidation of the Company.


 


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


 


“Exchange Act” means the Securities Exchange
Act of 1934, including amendments, or successor statutes of similar intent.


 




    	 



    	 



    

 


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


 


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


 


 “Voting Stock” means the then outstanding
securities of an entity entitled to vote generally in the election of members of that entity’s Board of Directors.


 


4.          
Termination Following Change in Control.  If any of the events described in paragraph 3 constituting a Change in Control
occurs, you will be entitled to the payments and benefits provided for in paragraph 5 if your employment is terminated within six
(6) months prior to the Change in Control in connection with the Change in Control or your employment is terminated within
[2 or 3 depending on Tier II or I] years from the date of the Change in Control, unless your termination is (a) because
of your death, (b) by the Company for Cause or Disability, or (c) by you other than for Good Reason. The payments and
benefits provided for in paragraph 5 will be in lieu of any severance payments you would otherwise receive in accordance with the
Company’s severance pay practices in effect at the time of a Change in Control Date, but will have no effect on any of the
Company’s other employee benefit plans, programs, practices or policies, as amended from time to time.  The Company
shall withhold appropriate federal, state or local income, employment and other applicable taxes from any payments hereunder.


 


4.1        Cause.  Termination
by the Company of your employment for “Cause” means termination by the Company of your employment upon (a) your
willful and continued failure to substantially perform your duties with the Company (other than any failure resulting from your
incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to you by the Chief
Executive Officer of the Company that specifically identifies the manner in which the Chief Executive Officer believes that you
have not substantially performed your duties, or (b) your willfully engaging in misconduct that is materially injurious to
the Company, monetarily or otherwise.  For purposes of this subparagraph 4.1, no act, or failure to act, on your part will
be considered “willful” unless done, or omitted to be done, by you not in good faith and without reasonable belief
that your action or omission was in the best interest of the Company.  Notwithstanding the above, you will not be deemed to
have been terminated for Cause unless and until you have been given a copy of a Notice of Termination from the Chief Executive
Officer of the Company after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before
(i) the Chief Executive Officer, or (ii) if you are an elected officer of the Company, the Board of Directors of the
Company, finding that in the good faith opinion of the Chief Executive Officer, or, in the case of an elected officer, finding
that in the good faith opinion of two-thirds of the Board of Directors, you committed the conduct set forth above in clauses (a) or
(b) of this subparagraph 4.1, and specifying the particulars of that finding in detail.


 




    	 



    	 



    

 


4.2           
Disability.  Termination by the Company of your employment for “Disability” means termination by the Company
of your employment following and because of your failure to perform your duties as an employee for a period of at least one hundred
eighty (180) consecutive calendar days as a result of total and permanent incapacity due to physical or mental illness or injury. 
Your incapacity must be certified by a licensed medical doctor selected by you.  You will continue to receive your full base
salary at the rate in effect and participation in incentives under terms of the Incentive Plan payable during the one hundred eighty
(180) day qualification period until termination of your employment for Disability.  After that termination, your benefits
will be determined in accordance with the Company’s long-term disability plan then in effect and any of the Company’s
other benefit plans and practices then in effect that apply to you.  The Company will have no further obligation to you under
this Letter and all supplemental benefits will be terminated.  If the Company disagrees with the certification of your incapacity,
it may appoint another medical doctor to certify his opinion as to your incapacity, and if that doctor does not certify as to your
incapacity, then the two doctors will appoint a third medical doctor to certify their opinion as to your incapacity, and the decision
of a majority of the three doctors will prevail.  The Company will bear the costs of the doctors’ opinions.


 


4.3           Good
Reason.   Termination by you of your employment for “Good Reason” means termination by you of your employment
based on:


 


(a)          
The assignment to you of duties inconsistent with your position with the Company as they existed immediately prior to the Change
in Control Date (as defined below), or a substantial change in the nature of your responsibilities, as they existed immediately
prior to the Change in Control Date (or if you receive a promotion or an increase in responsibilities or authority after the Change
in Control Date, then a change with respect to your enhanced responsibilities), except in connection with the termination of your
employment for Cause or Disability or as a result of your death or by you other than for Good Reason;


 


(b)          
A reduction by the Company in your base salary as in effect on the date of this Letter or as your salary may be increased from
time to time, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied
by the Company within ninety (90) days after notice thereof is given by you;


 


(c)          
Material diminution of annual bonus opportunity under the Company’s incentive compensation plan(s) as in effect immediately
prior to the Change in Control Date (or similar incentive plan which, taken as a whole, provides substantially similar benefits)
(collectively, the “Incentive Plan”), or a failure by the Company to continue you as a participant in the Incentive
Plan on at least the basis of your participation immediately prior to the Change in Control Date or to pay you the amounts that
you would be entitled to receive in accordance with the Incentive Plan, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith which is remedied by the Company within ninety (90) days after notice thereof is given
by you;


 


(d)          
The Company’s requiring you to be based more than thirty-five (35) miles from the location where you are based immediately
prior to the Change in Control Date, except for required travel on the Company’s business to an extent substantially consistent
with your business travel obligations prior to the Change in Control Date, or if you consent to that relocation, the failure by
the Company to pay (or reimburse you for) all reasonable moving expenses incurred by you or to indemnify you against any loss realized
in the sale of your principal residence in connection with that relocation;


 


(e)          
The failure by the Company to continue in effect any retirement or compensation plan, supplemental retirement plan, performance
share plan, stock option plan, life insurance plan, health and accident plan, disability plan or any other benefit plan in which
you are participating immediately prior to the Change in Control Date (or provide plans providing you with substantially similar
benefits), the taking of any action by the Company that would adversely affect your participation or materially reduce your benefits
under any of those plans or deprive you of any material fringe benefit enjoyed by you immediately prior to the Change in Control
Date, or the failure by the Company to provide you with the number of paid vacation days to which you are then entitled in accordance
with the Company’s normal vacation practices in effect immediately prior to the Change in Control Date, excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith which is remedied by the Company within ninety
(90) days after notice thereof is given by you;


 




    	 



    	 



    

 


(f)          
Any failure by the Company to obtain the assumption of the agreement to perform this Letter by any successor, as required by paragraph
6; or


 


(g)          
Any purported termination of your employment that is not effected pursuant to a Notice of Termination satisfying the requirements
of subparagraph 4.4 (and, if applicable, subparagraph 4.1).


 


For purposes of this subparagraph 4.3,
“Change in Control Date” means the date six months prior to the date of the Change in Control.


 


4.4           
Notice of Termination.  Any purported termination by the Company pursuant to subparagraphs 4.1 or 4.2 or by you pursuant
to subparagraph 4.3 will be communicated by written Notice of Termination to the other party.  For purposes of this Letter,
a “Notice of Termination” means a notice that indicates the specific termination provision in this Letter relied upon
and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment
under the provision so indicated.  Any purported termination not effected pursuant to a Notice of Termination meeting the
requirements set forth in this Letter will not be effective.


 


4.5           
Date of Termination.  For purposes of this Letter, the date of the termination of your employment (“Date of Termination”)
will be (a) if your employment is terminated by your death, the end of the month in which your death occurs, (b) if your
employment is terminated for Disability, thirty (30) days after Notice of Termination is given, or (c) if your employment
is terminated by you or the Company for any other reason, the date specified in the Notice of Termination, which will not be later
than thirty (30) days after the date on which the Notice of Termination is given.


 


5.          
Benefits upon Certain Terminations following a Change in Control.  If any of the events described in paragraph 3 constituting
a Change in Control occurs and your employment is terminated under the circumstances described in paragraph 4 which entitle you
to payments and benefits under this paragraph 5, then the following provisions will apply:


 


5.1           
Compensation through Date of Termination.  The Company will pay you on the 60th day following the Date of
Termination (a) any unpaid amount of your base salary through the Date of Termination, (b) with respect to any year then
completed, any unpaid amount accrued to you pursuant to the Incentive Plan, and (c) with respect to any year then partially
completed, a pro rata portion through the Date of Termination of your annual bonus under the Incentive Plan. For purposes of item
(c) above, your “annual bonus under the Incentive Plan” will be your highest annual bonus under the Incentive
Plan with respect to the three (3) calendar years immediately preceding the year in which the Date of Termination occurs,
prorated for the number of days through the Date of Termination.


 


5.2           
Additional Severance.  In lieu of any further salary payments to you for periods subsequent to the Date of Termination,
the Company will pay as severance pay to you on the 60th day following the Date of Termination a lump sum equal [2
or 3 depending on whether Tier II or I] times the sum of (a) your annual base salary at the highest rate in effect during
the twelve (12) months immediately preceding the Date of Termination plus (b) your highest annual bonus earned under the Incentive
Plan with respect to the three (3) calendar years immediately preceding the year in which the Date of Termination occurs.


 




    	 



    	 



    

 


5.3           
Additional Retirement Benefit.  If you are a participant in the Company’s defined benefit retirement plan or
supplemental retirement plan (collectively, the “Retirement Plan”), the Company will pay you on the 60th
day following the Date of Termination a lump sum retirement benefit, in addition to the benefits to which you are or would be entitled
under the Retirement Plan.  That benefit will be a lump sum amount that is the actuarial equivalent of your benefits calculated
pursuant to the terms of the Retirement Plan with the following adjustments:  (a) regardless of your Years of Vesting
Service under the Retirement Plan, you will be treated as if you were 100% vested under the Retirement Plan, (b) the number
of Years of Benefit Service used with respect to any supplemental retirement plan will be the actual number of Years of Benefit
Service accumulated as of the Date of Termination plus an additional number of Years of Benefit Service (up to a maximum of five
(5) additional years) equal to the number of additional Years of Benefit Service that you would have earned if you had remained
an employee of the Company until attainment of age sixty-two (62), (c) the Final Average Earnings (for purposes of applying
the benefit formula under the Retirement Plan) will be determined using (I) the highest monthly rate of Base Salary in effect
during the twelve (12) months immediately preceding the Date of Termination, plus (II) the highest annual bonus paid to you
or paid but deferred on your behalf under the Incentive Plan with respect to the three (3) calendar years immediately preceding
the Date of Termination (regardless of the earnings limitations under the Retirement Plan or governmental regulations applicable
to those plans), and (d) the monthly retirement benefit so calculated will be reduced by an amount equal to the monthly retirement
benefit payable to you under the Retirement Plan.  All capitalized terms used in this subparagraph, unless otherwise defined,
will have the same meanings as those terms are defined in the Retirement Plan.  The actuarial equivalent will be calculated
based on the assumptions contained in the Retirement Plan on the Date of Termination; provided that the assumptions on which the
actuarial equivalent will be calculated will be no less favorable to you than those assumptions contained in the Retirement Plan
on the date of the Change in Control.


 


5.4           
Benefit Plans.


 


(a)          
Unless your employment is terminated for Cause, the Company will maintain in full force and effect, for your continued benefit
for three (3) years after your Date of Termination, the group health, dental, vision, life insurance, disability and similar
coverages in which you are entitled to participate immediately prior to the Date of Termination at the same level as for active
employees and in the same manner as if your employment had not terminated.  Any additional coverages you had at termination,
including dependent coverage, will also be continued for that period on the same terms, to the extent permitted by the applicable
policies or contracts.  You will be responsible for paying any costs you were paying for those coverages at the time of termination
by separate check payable to the Company each month in advance.  If the terms of any benefit plan referred to in this subparagraph
5.4(a), or the laws applicable to that plan do not permit your continued participation, then the Company will arrange for other
coverages satisfactory to you at the Company’s expense that provide substantially similar benefits, or the Company will pay
you on the 60th day following the Date of Termination a lump sum amount equal to the costs you would have to pay to
obtain those coverage(s) for the three-year period.


 


(b)          
If you have satisfied the requirements for receiving the Company’s retiree medical coverage on your Date of Termination or
will satisfy those requirements prior to the last day of the three-year benefit continuation period provided in item (a) above,
you (and your dependents) will be covered by, and receive benefits under, the Company’s retiree medical coverage program
for employees at your level.  Your retiree medical coverage will commence on the date your health care coverage terminates
under item (a) above, and will continue for your life ( i.e. , the coverage will be vested and may not be terminated),
subject only to those changes in the level of coverage that apply to employees at your level generally.


 


(c)          
You will be entitled to continue to participate in the Company’s 401(k) Retirement and Savings Plan for the three-year
period after your Date of Termination.  For purposes of the 401(k) Plan, you will receive an amount equal to the Company’s
contributions to the 401(k) Plan, assuming you had made contributions to the 401(k) Plan at the maximum permissible level. 
If the Company cannot contribute those additional amounts to the 401(k) Plan on your behalf because of the terms of the 401(k) Plan
or applicable law, the Company will pay to you on the 60th day following the Date of Termination a lump sum amount equal
to the additional amounts the Company would have been required to contribute (based upon the terms of the 401(k) Plan as in
effect on the Date of Termination).


 




    	 



    	 



    

 


 


5.5           
No Mitigation Required.  You will not be required to mitigate the amount of any payment or benefits provided for in
this paragraph 5 by seeking other employment or otherwise, nor will the amount of any payment or benefits provided for in this
paragraph 5 be reduced by any compensation earned by you, or benefits provided to you, as the result of employment by another employer
after the Date of Termination, or otherwise.


 


5.6            [Reserved]


 


5.7           
Executive Release Prior to Receipt of Benefits.  Upon the termination of your employment as described in paragraph
3 following a Change in Control, and prior to your receiving any benefits under this Letter on account thereof, you shall, as of
the Date of Termination, execute an employee release substantially in the form attached hereto as Exhibit A (“Release”)
as shall be determined by the Company.  Such Release shall specifically relate to all of your rights and claims in existence
at the time of such execution relating to your employment with the Company, but shall not include (i) your rights under this
Letter; (ii) your rights under any employee benefit plan sponsored by the Company; (iii) your rights under any written
employment agreement with the Company; (iv) your rights to indemnification under the Company’s bylaws or other governing
instruments or under any agreement addressing such subject matter between you and the Company or under any merger or acquisition
agreement addressing such subject matter; (v) your rights of insurance under any liability policy covering the Company’s
officers; or (vi) claims which you may not release as a matter of law, including, but not limited to, indemnification claims
under applicable law.  It is understood that you have twenty-one (21) days after receipt of the form of Release from the Company
to consider whether to execute such Release and you may revoke such Release at any time within seven (7) days following its
execution.  In the event that you have not received a form of Release from the Company by the tenth (10 th ) day
following the Date of Termination, you may execute the form of Release attached hereto as Exhibit A and that shall be deemed
acceptable to the Company.  In the event you do not execute the Release within the twenty-one (21) day period, or if you revoke
such Release within the seven (7) day period, no benefits shall be payable under this Letter and this Letter shall be null
and void.  Nothing in this Letter shall limit the scope or time of applicability of such release once it is executed and not
timely revoked.


 


6.          
Successors: Binding Agreement.


 


6.1  Assumption by Company’s
Successor.  The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company’s business and/or assets to expressly assume the Company’s
obligations under this Letter in the same manner and to the same extent as the Company would be required to perform such obligations
in the absence of a succession.  Failure of the Company to obtain that agreement prior to the effectiveness of any succession
will be a breach of this Letter and will entitle you to compensation from the Company in the same amount and on the same terms
as you would be entitled under this Letter if you terminated your employment for Good Reason within [2 or 3 depending on Tier
II or I] years following a Change in Control, except that for purposes of implementing the foregoing, the date on which that
succession becomes effective will be deemed the Date of Termination.  As used in this Letter, “Company” means
Equifax Inc. and any successor to its business and/or assets, whether or not such successor executes and delivers an assumption
agreement provided for in this subparagraph 6.1 or becomes bound by the terms of this Letter by operation of law or otherwise.


 




    	 



    	 



    

 


6.2           
Enforcement by Your Successor.  This Letter will inure to the benefit of and be enforceable by your personal or legal
representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.  If you die subsequent
to the termination of your employment while any amount would still be payable to you pursuant to this Letter if you had continued
to live, all those amounts, unless otherwise provided in this Letter, will be paid in accordance with the terms of this Letter
to your devisee, legatee or other designee or, if there be no designee, to your estate; that payment to be made in a lump sum within
sixty (60) days from the date of your death.


 


7.          
Notice.  For purposes of this Letter, notices and all other communications provided for in this Letter will be in writing
and will be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested,
postage pre-paid, addressed to the respective addresses set forth on the first page of this Letter, provided that all notices
to the Company will be directed to the attention of the Chief Executive Officer of the Company (or if the notice is from the Chief
Executive Officer, to the Chief Legal Officer of the Company), or to that other address as either party may have furnished to the
other in writing in accordance with this paragraph 7, except that notice of change of address will be effective only upon receipt.


 


8.          
Modification and Waiver.  No provision of this Letter may be modified, waived or discharged unless that waiver, modification
or discharge is agreed to in writing by you and that officer as may be specifically designated by the Board of Directors of the
Company.  No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or
provision of this Letter to be performed by that other


 


party will be deemed a waiver of similar or dissimilar provisions
or conditions at the time or at any prior or subsequent time.


 


9.          
Construction.  This Letter supersedes any oral agreement between you and the Company and any oral representation by
the Company to you with respect to the subject matter of this Letter.  The validity, interpretation, construction and performance
of this Letter will be governed by the laws of the State of Georgia.


 


10.          Severability.  
If any one or more of the provisions of this Letter or any word, phrase, clause, sentence or other portion of a provision is deemed
illegal or unenforceable for any reason, that provision or portion will be modified or deleted in such a manner as to make this
Letter as modified legal and enforceable to the fullest extent permitted under applicable laws.  The validity and enforceability
of the remaining provisions or portions of this Letter will remain in full force and effect.


 


11.          Counterparts. 
This Letter may be executed in two or more counterparts, each of which will take effect as an original and all of which will evidence
one and the same agreement.


 


12.          Legal
Fees and Expenses.  If the Company breaches this Letter or if, within [2 or 3 depending on Tier II or I] years
following a Change in Control, your employment is terminated under circumstances described in paragraph 4 that entitle you to payments
and benefits under paragraph 5, the Company will reimburse you for all legal fees and expenses reasonably incurred by you to enforce
your rights and benefits under this Letter, provided that, if you do not prevail on at least one material issue in any such action,
you must reimburse the Company for such legal fees and expenses.  Upon presentation to the Company of the invoice for those
legal fees and expenses, the Company will reimburse you monthly for those legal fees and expenses.


 


13.          Indemnification. 
After your termination, the Company will indemnify you and hold you harmless from and against any claim relating to your performance
as an officer, director or employee of the Company or any of its subsidiaries or other affiliates or in any other capacity, including
any fiduciary capacity, in which you served at the Company’s request, in each case to the maximum extent permitted by law
and under the Company’s Articles of Incorporation and Bylaws (the “Governing Documents”), provided that under
no circumstances will the protection afforded to you under this paragraph be less than that afforded under the Governing Documents
as in effect on the date of this Agreement except for changes mandated by law.  You will continue to receive the benefits
of, and be covered by, any policy of directors and officers liability insurance maintained by the Company for the benefit of its
directors, officers and employees.


 




    	 



    	 



    

 


14.          Employment
by a Subsidiary.  Either the Company or a Subsidiary may be your legal employer.  For purposes of this Letter, any
reference to your termination of employment with the Company means termination of employment with the Company and all Subsidiaries,
and does not include a transfer of employment between any of them.  The actions referred to under the definition of “Good
Reason” in subparagraph 4.3 include the actions of the Company or your employing Subsidiary, as applicable.  The obligations
created under this Letter are obligations of the Company.  A change in control of a Subsidiary will not constitute a Change
in Control for purposes of this Letter unless there is also a contemporaneous Change in Control of the Company.  For purposes
of paragraph 1 and this paragraph, a “Subsidiary” means an entity more than fifty percent (50%) of whose equity interests
are owned directly or indirectly by the Company.


 


15.          Compliance
with Section 409A. This Letter will at all times be interpreted and performed in accordance with the requirements
of Section 409A. Notwithstanding any provision of this Letter to the contrary, the timing of your execution of the Release will
not, directly or indirectly, result in your designating the calendar year of payment, and if a payment that is subject to execution
of the Release could be made in more than one taxable year, that payment will be made in the later taxable year. Any action that
may be taken (and, to the extent possible, any action actually taken) by the Company will not be taken (or will be void and without
effect) if that action violates the requirements of Section 409A. Any provision in this Letter that is determined to violate the
requirements of Section 409A will be void and without effect. In addition, any provision that is required to appear in this Letter
in accordance with Section 409A that is not expressly set forth in this Letter will be deemed to be set forth in this Letter and
this Letter will be administered in all respects as if that provision were expressly set forth.


 


In the event that (i) one or more payments
of compensation or benefits received or to be received by you pursuant to this Letter (“Payment”) would constitute
deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
(ii) you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A(a)(2)(B)(i) of
the Code, then such Payment shall not be made or commence until the earlier of (i) six (6) months and one day after the
date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Code Section 409A)
with the Company or (ii) such earlier time permitted under Code Section 409A and the regulations or other authority promulgated
thereunder; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment
to you under Code Section 409A, including (without limitation) the additional twenty percent (20%) tax for which you would
otherwise be liable under Code Section 409A(a)(1)(B) in the absence of such deferral.  During any period in which
a Payment to you is deferred pursuant to the foregoing, you shall be entitled to interest on the deferred Payment at a per annum
rate equal to the highest rate of interest applicable to six (6)-month non-callable certificates of deposit with daily compounding
offered by the following institutions: Citibank N.A., Wells Fargo Bank, N.A. or Bank of America, N.A., on the date of such separation
from service.  Upon the expiration of the applicable deferral period, any Payment which would have otherwise been made during
that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary
in one lump sum including all accrued interest.


 


16.  Restrictions on Conduct of
Executive.


 


16.1 General. You and the Company
understand and agree that the purpose of the provisions of this paragraph 16 is to protect legitimate business interests of the
Company, as more fully described below, and is not intended to impair or infringe upon your right to work, earn a living, or acquire
and possess property from the fruits of your labor.  You hereby acknowledge that you have received good and valuable consideration
for the post-employment restrictions set forth in this paragraph 16 in the form of the compensation and benefits provided for herein. 
You hereby further acknowledge that the post-employment restrictions set forth in this paragraph 16 are reasonable and that they
do not, and will not, unduly impair your ability to earn a living after the termination of your employment with the Company or
its affiliates.


 




    	 



    	 



    

 


In addition, the parties acknowledge: (A) that
your services to the Company require unique expertise and talent in the provision of Competitive Services and that you have substantial
contacts with customers, suppliers, advertisers and vendors of the Company; (B) that you are in a position of trust and responsibility
and you have access to a substantial amount of Confidential Information and Trade Secrets and that the Company is placing you in
such position and giving you access to such information in reliance upon your agreement not to solicit customers during the Restricted
Period; (C) that due to your unique experience and talent, the loss of your services to the Company cannot reasonably or adequately
be compensated solely by damages in an action at law; (D) that you are capable of competing with the Company; and (E) that
you are capable of obtaining gainful, lucrative and desirable employment that does not violate the restrictions contained in this
Letter.


 


Therefore, you shall be subject to the restrictions
set forth in this paragraph 16.


 


16.2 Definitions. The following capitalized
terms used in this paragraph 16 shall have the meanings assigned to them below, which definitions shall apply to both the singular
and the plural forms of such terms:


 


“Competitive Position” means
any employment with a Competitor in the capacity of a senior executive officer in which you have duties for such Competitor that
involve Competitive Services and that are the same or similar to those services actually performed by you for the Company.


 


“Competitive Services” means
the business of automated credit risk management and financial technologies for the internet and traditional lending environments.


 


“Competitor” means any
of the following companies: Acxiom Corporation, CBC Companies, CSC Credit Services, The Dun & Bradstreet Corporation,
Experian Group Ltd., Fair Isaac Corporation, Lexis-Nexis (a division of Reed Elsevier Inc.) and TransUnion, each of which is engaged,
wholly or in part, in Competitive Services within the Restricted Territory.


 


“Confidential Information”
means all information regarding the Company, its activities, business or clients that is the subject of reasonable efforts
by the Company to maintain its confidentiality and that is not generally disclosed by practice or authority to persons not employed
by the Company, but that does not rise to the level of a Trade Secret. “Confidential Information” shall include,
but is not limited to, financial plans and data concerning the Company; management planning information; business plans; operational
methods; market studies; marketing plans or strategies; product development techniques or plans; customer lists; customer files,
data and financial information; details of customer contracts; current and anticipated customer requirements; identifying and other
information pertaining to business referral sources; past, current and planned research and development; business acquisition plans;
and new personnel acquisition plans.  “Confidential Information” shall not include information that has
become generally available to the public by the act of one who has the right to disclose such information without violating any
right or privilege of the Company. This definition shall not limit any definition of “confidential information”
or any equivalent term under state or federal law.


 


“Determination Date” means
the date of termination of your employment with the Company or its affiliates for any reason whatsoever or any earlier date (during
such employment period) of an alleged breach of the Restrictive Covenants by you.


 




    	 



    	 



    

 


“Person” means any individual
or any corporation, partnership, joint venture, limited liability company, association or other entity or enterprise.


 


“Principal or Representative“
means a principal, owner, partner, stockholder, joint venturer, investor, member, trustee, director, officer, manager, employee,
agent, representative or consultant.


 


“Protected Customers” means
any Person to whom the Company has sold its products or services or solicited to sell its products or services, other than through
general advertising targeted at consumers, during the 12 months prior to the Determination Date.


 


“Protected Employees” means
employees of the Company who were employed by the Company or its affiliates at any time within six months prior to the Determination
Date, other than those who were discharged by the Company or such affiliated employer without cause.


 


“Restricted Period” means
the period of your employment with the Company or its affiliates plus one year after the Date of Termination.


 


“Restricted Territory” means
the United States of America.


 


“Restrictive Covenants”
means the restrictive covenants contained in paragraph 16.3 hereof.


 


“Third Party Information”
means confidential or proprietary information subject to a duty on the Company’s and its affiliates’ part to maintain
the confidentiality of such information and to use it only for certain limited purposes.


 


“Trade Secret” means
all information, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans,
distribution lists or a list of actual or potential customers, advertisers or suppliers which is not commonly known by or available
to the public and which information: (A) derives economic value, actual or potential, from not being generally known to, and
not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and
(B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Without limiting the foregoing,
Trade Secret means any item of confidential information that constitutes a “trade secret(s)” under the common law or
statutory law of the State of Georgia.


 


“Work Product” means
all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and
all similar or related information (whether or not patentable) that relate to the Company’s or its affiliates’ actual
or anticipated business, research and development, or existing or future products or services and that are conceived, developed,
contributed to, made, or reduced to practice by you (either solely or jointly with others) while employed by the Company or its
affiliates.


 




    	 



    	 



    

 


16.3                
Restrictive Covenants.


 


(i)  Restriction on Disclosure
and Use of Confidential Information and Trade Secrets. You understand and agree that the Confidential Information and Trade
Secrets constitute valuable assets of the Company and its affiliated entities, and may not be converted to your own use. Accordingly,
you hereby agree that you shall not, directly or indirectly, while employed by the Company or its affiliates and for a period of
two years after the Date of Termination, reveal, divulge, or disclose to any Person not expressly authorized by the Company any
Confidential Information, and you shall not, directly or indirectly, during such employment period and for a period of two years
after the Date of Termination, use or make use of any Confidential Information in connection with any business activity other than
that of the Company. You shall not directly or indirectly transmit or disclose any Trade Secret of the Company to any Person, and
shall not make use of any such Trade Secret, directly or indirectly, for yourself or for others, without the prior written consent
of the Company throughout the term of this Letter and for the period during which the information remains a Trade Secret under
applicable law. The parties acknowledge and agree that this Letter is not intended to, and does not, alter either the Company’s
rights or your obligations under any state or federal statutory or common law regarding trade secrets and unfair trade practices.


 


Anything herein to the contrary notwithstanding,
you shall not be restricted from disclosing or using Confidential Information or any Trade Secret that is required to be disclosed
by law, court order or other legal process; provided, however, that in the event disclosure is required by law, you shall provide
the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such
required disclosure by you.


 


You acknowledge that any and all Confidential
Information is the exclusive property of the Company and agree to deliver to the Company on the Date of Termination, or at any
other time the Company may request in writing, any and all Confidential Information which you may then possess or have under your
control in whatever form same may exist, including, but not by way of limitation, hard copy files, soft copy files, computer disks,
and all copies thereof.


 


(ii)  Nonsolicitation of Protected
Employees. You understand and agree that the relationship between the Company and each of its Protected Employees constitutes
a valuable asset of the Company and may not be converted to your own use.  Accordingly, you hereby agree that during the Restricted
Period, you shall not directly or indirectly on your own behalf or as a Principal or Representative of any Person or otherwise
solicit or induce any Protected Employee to terminate his employment relationship with the Company or to enter into employment
with any other Person.


 


(iii)  Restriction on Relationships
with Protected Customers.  You understand and agree that the relationship between the Company and each of its Protected
Customers constitutes a valuable asset of the Company and may not be converted to your own use. Accordingly, you hereby agree that,
during the Restricted Period, you shall not, without the prior written consent of the Company, directly or indirectly, on your
own behalf or as a Principal or Representative of any Person, solicit, divert, take away or attempt to solicit, divert or take
away a Protected Customer for the purpose of providing or selling Competitive Services; provided, however, that the prohibition
of this covenant shall apply only to Protected Customers with whom you had Material Contact on the Company’s behalf during
the 12 months immediately preceding the Date of Termination; and, provided further, that the prohibition of this covenant shall
not apply to the conduct of general advertising activities.  For purposes of this Agreement, you had “Material Contact”
with a Protected Customer if (a) you had business dealings with the Protected Customer on the Company’s behalf; (b) you
were responsible for supervising or coordinating the dealings between the Company and the Protected Customer; or (c) you obtained
Trade Secrets or Confidential Information about the customer as a result of your association with the Company.


 


(iv)  Noncompetition with the Company. 
In consideration of the compensation and benefits being paid and to be paid by the Company to you hereunder, you hereby agree that,
during the Restricted Period, you will not, without prior written consent of the Company, directly or indirectly obtain, serve
in or operate in a Competitive Position with a Competitor where your duties involve operations of such Competitor within the Restricted
Territory. You acknowledge that in the performance of your duties for the Company you are charged with operating on the Company’s
behalf throughout the Restricted Territory and you hereby acknowledge, therefore, that the Restricted Territory is reasonable.


 




    	 



    	 



    

 


(v)  Ownership of Work Product. 
You acknowledge that the Work Product belongs to the Company or its affiliates and you hereby assign, and agree to assign, all
of the Work Product to the Company or its affiliates.  Any copyrightable work prepared in whole or in part by you in the course
of your work for any of the foregoing entities shall be deemed a “work made for hire” under the copyright laws, and
the Company or such affiliate shall own all rights therein. To the extent that any such copyrightable work is not a “work
made for hire,” you hereby assign and agree to assign to the Company or such affiliate all right, title, and interest, including
without limitation, copyright in and to such copyrightable work. You shall promptly disclose such Work Product and copyrightable
work to the Company and perform all actions reasonably requested by the Company (whether during or after your employment with the
Company or its affiliates) to establish and confirm the Company’s or such affiliate’s ownership (including, without
limitation, assignments, consents, powers of attorney, and other instruments).


 


(vi)  Third Party Information. 
You understand that the Company and its affiliates will receive Third Party Information. During your employment with the Company
or its affiliates and thereafter, and without in any way limiting the provisions of paragraph l6.3(i) above, you will hold
Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of the Company or its
affiliates who need to know such information in connection with their work for the Company or its affiliates) or use, except in
connection with your work for the Company or its affiliates, Third Party Information unless expressly authorized by the Company
(other than you) in writing.


 


16.4         
Enforcement of Restrictive Covenants.


 


(i)  Rights and Remedies Upon Breach. 
In the event you breach, or threaten to commit a breach of, any of the provisions of the Restrictive Covenants, the Company shall
have the right and remedy to enjoin, preliminarily and permanently, you from violating or threatening to violate the Restrictive
Covenants and to have the Restrictive Covenants specifically enforced by any court or tribunal of competent jurisdiction, it being
agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company and that
money damages would not provide an adequate remedy to the Company. Such right and remedy shall be independent of any others and
severally enforceable, and shall be in addition to, and not in lieu of, any other rights and remedies available to the Company
at law or in equity.


 


(ii)  Severability of Covenants.
You acknowledge and agree that the Restrictive Covenants are reasonable and valid in time and scope and in all other respects.
The covenants set forth in this Letter shall be considered and construed as separate and independent covenants. Should any part
or provision of any covenant be held invalid, void or unenforceable, such invalidity, voidness or unenforceability shall not render
invalid, void or unenforceable any other part or provision of this Letter. If any portion of the foregoing provisions is found
to be invalid or unenforceable because its duration, the territory, the definition of activities or the definition of information
covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable
term provided, such that the intent of the Company and you in agreeing to the provisions of this Letter will not be impaired and
the provision in question shall be enforceable to the fullest extent of the applicable laws.


 


(iii)  Reformation. The parties
hereunder agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum
extent possible under applicable law. The parties further agree that, in the event any tribunal of competent jurisdiction shall
find that any provision hereof is not enforceable in accordance with its terms, the tribunal shall reform the Restrictive Covenants
such that they shall be enforceable to the maximum extent permissible at law.


 


If you accept the above terms, please sign
and return to me the enclosed copy of this Letter.


 




    	 



    	 



    

 


Sincerely,


 


Agreed to as of                             ,


 


 




    	 



    	 



    

 


EXHIBIT A 


Form of Release 


 


THIS RELEASE (“Release”) is granted effective as
of the            day of                         ,
by                                             
(“Executive”) in favor of Equifax Inc. (the “Company”). This is the Release referred to in that certain
Change in Control Agreement effective as of                     ,
20     by and between the Company and Executive (the “Agreement”), with respect to which this Release
is an integral part.


 


FOR AND IN CONSIDERATION of the payments
and benefits provided by the  Agreement and the Company’s other promises and covenants as recited in the Agreement,
the receipt and sufficiency of which are hereby acknowledged, Executive, for himself or herself, Executive’s successors and
assigns, now and forever hereby releases and discharges the Company and all its past and present officers, directors, stockholders,
employees, agents, parent corporations, predecessors, subsidiaries,  affiliates, estates, successors, assigns, benefit plans,
consultants, administrators, and attorneys (hereinafter collectively referred to as “Releasees”) from any and all claims,
charges, actions, causes of action, sums of money due, suits, debts, covenants, contracts, agreements, promises, demands or liabilities
(hereinafter collectively referred to as “Claims”) whatsoever, in law or in equity, whether known or unknown, which
Executive ever had or now has from the beginning of time up to the date this Release (“Release”) is executed, including,
but not limited to, claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act,
Title VII of the Civil Rights Act of 1964 (and all of its amendments), the Americans with Disabilities Act, as amended, or any
other federal or state statutes, all tort claims, all claims for wrongful employment termination or breach of contract, and any
other claims which Executive has, had, or may have against the Releasees on account of or arising out of Executive’s employment
with or termination from the Company; provided, however, that nothing contained in this Release shall in any way diminish
or impair (i) any rights of Executive to the benefits conferred or referenced in the Agreement or under any employment agreement
between Executive and the Company, (ii) any rights to indemnification that may exist from time to time under any indemnification
agreement between Executive and the Company, or the Company’s articles of incorporation or bylaws, or Georgia law, or (iii) Executive’s
ability to raise an affirmative defense in connection with any lawsuit or other legal claim or charge instituted or asserted by
the Company against Executive (collectively, the “Excluded Claims”).


 


Without limiting the generality of the foregoing,
Executive hereby acknowledges and covenants that in consideration for the sums being paid to Executive he or she has knowingly
waived any right or opportunity to assert any claim that is in any way connected with any employment relationship or the termination
of any employment relationship which existed between the Company and Executive. Executive further understands and agrees that,
except for the Excluded Claims, Executive has knowingly relinquished, waived and forever released any and all remedies arising
out of the aforesaid employment relationship or the termination thereof, including, without limitation, claims for backpay, front
pay, liquidated damages, compensatory damages, general damages, special damages, punitive damages, exemplary damages, costs, expenses
and attorneys’ fees.


 




    	1



    	 



    

 


Executive specifically acknowledges and
agrees that he or she has knowingly and voluntarily released the Company and all other Releasees from any and all claims arising
under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621, et seq., which Executive ever had or
now has from the beginning of time up to the date this Release is executed, including but not limited to those claims which are
in any way connected with any employment relationship or the termination of any employment relationship which existed between the
Company and Executive.  Executive further acknowledges and agrees that he or she has been advised to consult with an attorney
prior to executing this Release and that he or she has been given twenty-one (21) days to consider this Release prior to its execution. 
Executive also understands that he or she may revoke this Release at any time within seven (7) days following its execution. 
Executive understands, however, that this Release shall not become effective and that none of the consideration described above
shall be paid to him or her until the expiration of the seven-day revocation period.


 


Executive agrees never to seek reemployment
or future employment with the Company or any of the other Releasees.


 


Executive acknowledges that the terms of
this Release must be kept confidential. Accordingly, Executive agrees not to disclose or publish to any person or entity the terms
and conditions or sums being paid in connection with this Release, except as required by law, as necessary to prepare tax returns,
or as necessary to enforce the Excluded Claims.


 


It is understood and agreed by Executive
that the payment made to him or her is not to be construed as an admission of any liability whatsoever on the part of the Company
or any of the other Releasees, by whom liability is expressly denied.


 


Executive agrees and covenants that he or
she will not make any derogatory or disparaging statements about or relating to the Company, its business practices, its products,
its services or its employment practices and that he or she will not engage in any harassing conduct directed at Company. 
For purposes of this provision, “Company” means and includes the Company and its officers, directors, agents, representatives
and employees. Nothing in this provision is intended to prohibit Executive from testifying truthfully in any judicial or quasi-judicial
proceeding.


 


This Release is executed by Executive voluntarily
and is not based upon any representations or statements of any kind made by the Company or any of the other Releasees as to the
merits, legal liabilities or value of his or her claims.  Executive further acknowledges that he or she has had a full and
reasonable opportunity to consider this Release and that he or she has not been pressured or in any way coerced into executing
this Release.


 




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Executive acknowledges and agrees that this
Release may not be revoked at any time after the expiration of the seven-day revocation period and that he or she will not institute
any suit, action, or proceeding, whether at law or equity, challenging the enforceability of this Release. Furthermore, with the
exception of an action to challenge his or her waiver of claims under the ADEA, if Executive does not prevail in an action to challenge
this Release, to obtain an order declaring this Release to be null and void, or in any action against the Company or any other
Releasee based upon a claim which is covered by the release set forth herein, Executive shall pay to the Company and/or the appropriate
Releasee all their costs and attorneys’ fees incurred in their defense of Executive’s action.


 


This Release and the rights and obligations
of the parties hereto shall be governed and construed in accordance with the laws of the State of Georgia. If any provision hereof
is unenforceable or is held to be unenforceable, such provision shall be fully severable, and this document and its terms shall
be construed and enforced as if such unenforceable provision had never comprised a part hereof, the remaining provisions hereof
shall remain in full force and effect, and the court or tribunal construing the provisions shall add as a part hereof a provision
as similar in terms and effect to such unenforceable provision as may be enforceable, in lieu of the unenforceable provision.


 


This document contains all terms of the
Release and supersedes and invalidates any previous agreements or contracts.  No representations, inducements, promises or
agreements, oral or otherwise, which are not embodied herein shall be of any force or effect.


 


IN WITNESS WHEREOF, the undersigned acknowledges
that he or she has read these three pages and he or she sets his or her hand this           
day of                         ,
20      .


 


	 	 	 
	 	 	[Name of Executive] 


 


Sworn to and subscribed before me this           
day of                                       ,
20    .


 


	 	 
	Notary Public 	 


 


My Commission Expires:


 




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