EXHIBIT 10.28


 


EQUIFAX
INC. 2008 OMNIBUS INCENTIVE PLAN


 


EMPLOYEE RESTRICTED STOCK UNIT AWARD
AGREEMENT 


 


[Participant]


 


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


 


Date of Grant: [Grant Date]


 


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


 


1.    Grant
Date. The Award is granted to Participant on the Date of Grant (the “Grant Date”) set forth above.


 


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


 


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


 


(a)  Death
or Disability. If termination results from Participant’s death or Disability (as such terms are defined in the Plan),
then all unvested Shares subject to the Award shall immediately become vested and nonforfeitable and subject to immediate settlement
and transfer under Section 7 as of the date of Participant’s death or termination due to Disability.


 


(b)  Retirement.
If termination results from Participant’s Retirement (as such term is defined in the Plan) from the Company or a Subsidiary
(other than for Cause), all unvested Shares subject to the Award shall continue to vest after the Participant’s Retirement
date and shall become nonforfeitable and subject to settlement and transfer under Section 7 on the Vesting Date.


 


4.    Change
of Control. If a Change of Control occurs while Participant is employed by the Company or a Subsidiary, then all unvested
Shares subject to the Award shall immediately become vested and nonforfeitable and subject to settlement and transfer under Section
7 as of the date on which the Change of Control occurs; provided, however, if the Change of Control does not constitute a change
in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the
Company as provided under Section 409A and the regulations and other guidance promulgated thereunder, the right to the Shares subject
to the Award shall vest as of the date of the Change of Control but the settlement and transfer of the Shares under Section 7 shall
not occur until the Vesting Date.


 


5.    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, and is
further subject to the requirements of any applicable law with respect to the recovery of incentive compensation.


 




    	 



    	 



    

 


6.    Termination
for Cause. If Participant's employment with the Company or a Subsidiary is terminated for Cause, the Committee may, notwithstanding
any other provision in this Agreement to the contrary, cancel, rescind, suspend, withhold or otherwise restrict or limit this Award
as of the date of termination for Cause. Without limiting the generality of the foregoing, the Committee may also require Participant
to pay to the Company any gain realized by Participant from the Shares subject to the Award during the period beginning six months
prior to the date on which Participant engaged or began engaging in conduct that led to his or her 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.


 


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


 


8.    Dividends. 
Participants granted the Award shall not be entitled to receive any cash dividends, stock dividends or other distributions paid
with respect to the Shares, except in circumstances where the distribution is covered by Section 14 below.


 


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


 


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


 


11.  No
Rights as Shareholder.  Except as provided in Section 14, the Participant shall not have voting or any other
rights as a shareholder of the Company with respect to the unvested Shares.  Upon settlement of the Award into Shares, the
Participant will obtain full voting and other rights as a shareholder of the Company with respect to such Shares.


 


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


 


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


 




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


 


15.  Taxes.
Regardless of any action the Company or a Subsidiary (the “Employer”) takes with respect to any or all income tax,
social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), Participant
acknowledges and agrees that the ultimate liability for all Tax-Related Items legally due by him or her is and remains Participant’s
responsibility and that the Company and/or the Employer (i) make no representations nor undertakings regarding the treatment of
any Tax-Related Items in connection with any aspect of this Award, including the grant or vesting of the Shares subject to this
Award, the subsequent sale of Shares acquired pursuant to such vesting and receipt of any dividends; and (ii) do not commit to
structure the terms or the grant or any aspect of this Award to reduce or eliminate Participant’s liability for Tax-Related
Items. Upon the vesting and delivery of Shares subject to 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.


 


16.  Consents.
By accepting the grant of this Award, Participant acknowledges and agrees that: (i) the Plan is established voluntarily by the
Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time unless
otherwise provided in the Plan or this Agreement; (ii) the grant of this Award is voluntary and occasional and does not create
any contractual or other right to receive future grants of Shares, or benefits in lieu of Shares, even if Shares have been granted
repeatedly in the past; (iii) all decisions with respect to future grants, if any, will be at the sole discretion of the Company;
(iv) the Participant’s participation in the Plan shall not create a right of further employment with the Company and shall
not interfere with the ability of the Company to terminate Participant’s employment relationship at any time with or without
cause and it is expressly agreed and understood that employment is terminable at the will of either party, insofar as permitted
by law; (v) Participant is participating voluntarily in the Plan; (vi) this Award is an extraordinary item that is outside the
scope of Participant’s employment contract, if any; (vii) this Award is not part of normal or expected compensation or salary
for any purposes, including but not limited to calculating any severance, resignation, termination, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or similar payments insofar as permitted by law; (viii)
in the event Participant is not an employee of the Company, this Award will not be interpreted to form an employment contract or
relationship with the Company or any Subsidiary or Affiliate; (ix) the future value of the underlying Shares is unknown and cannot
be predicted with certainty; (x) 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.


 




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17.  Consent
for Accumulation and Transfer of Data. Participant consents to the accumulation and transfer of data concerning him or
her and the Award to and from the Company and UBS, or such other agent as may administer the Plan on behalf of the Company from
time to time. In addition, Participant understands that the Company holds certain personal information about Participant, including
but not limited to his or her name, home address, telephone number, date of birth, social security number, salary, nationality,
job title, and details of all 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.


 


18.  Plan
Information. Participant agrees to receive copies of the Plan, the Plan prospectus and other Plan information, including
information prepared to comply with laws outside the United States, from the Plan website referenced above and shareholder information,
including copies of any annual report, proxy statement, Form 10-K, Form 10-Q, Form 8-K and other information filed with the SEC,
from the investor relations section of the Equifax website at www.equifax.com. Participant acknowledges that copies of
the Plan, Plan prospectus, Plan information and shareholder information are available upon written or telephonic request to the
Company’s Corporate Secretary.


 


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


 


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


 


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


 


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


 


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


 


24.  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.


 




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(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 in 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.


 


25.  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.


 


26.  30
Days to Accept Agreement. Participant shall have thirty (30) days to accept this Agreement. Participant’s Award will
be forfeited if this Agreement is not accepted by Participant within 30 days of receipt of email notification from UBS including
a link to view and accept 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.





 




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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]


 




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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 Employee Restricted Stock Unit 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.


 


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.


 




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



 


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; 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):


 




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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 work in the prior twelve (12) months for the particular business
unit that competes with the entity in question. For instance, if Participant performs work 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(G)(2)(a).


 


		H.	“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.



 


		I.	“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.



 




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		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 into 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
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.	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.



 




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		6.	Non-Competition. During the Restricted Period, Participant
will not, except as authorized in writing by Equifax’s Chief Human Resources 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.



 


		7.	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
Paragraph apply only to Customers with whom Participant had Contact. Nothing in this Paragraph 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. 



 


		8.	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.



 


		9.	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.



 




    	B-5



    	 



    

 


		10.	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 Paragraph 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.



 


		11.	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.



 




    	B-6



    	 



    

 


		12.	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.


 


		13.	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. 



 


		14.	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.



 


		15.	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.



 




    	B-7



    	 



    

 


		16.	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.



 


		17.	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.



 


		18.	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.



 


		19.	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.



 


		20.	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.



 




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		21.	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.



 


		22.	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.



 


		23.	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.



 


		24.	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.



 


		25.	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.



 


		26.	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.



 


		27.	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.



 


		28.	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.



 




    	B-9



    	 



    

 


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