EXHIBIT 10.22
EQUIFAX INC.
KEY MANAGEMENT LONG-TERM INCENTIVE PLAN
Effective January 1, 2000
ARTICLE I
Purpose
The purpose of the plan is to provide long-term incentive compensation to
Eligible Executives of Equifax Inc. and/or its subsidiaries who make substantial
contributions to the success of their employers, to provide a means for such
Eligible Executives to participate in such success, and to assist in attracting
and retaining the highest quality individuals in key executive positions. This
plan, which is effective January 1, 2000, supersedes and replaces all long-term
cash incentive plans previously adopted by the Company for such persons, except
with respect to any awards made but not earned prior to January 1, 2000.
ARTICLE II
Definitions
The following words and phrases shall have the respective meanings set forth
below (unless the context indicates otherwise).
(A) "Approval of Shareholders" shall mean the affirmative vote of the holders
of at least a majority of the shares of common stock of the Company then
outstanding.
(B) "Award" shall mean the stated cash amount(s) to which Participants will be
entitled upon achievement of goals based on Management Objectives established at
the time the Award is granted.
(C) "Committee" shall mean the Compensation and Human Resources Committee of
the Company's Board of Directors, as the same from time to time may be
constituted.
(D) "Common Stock" means the Common Stock, $1.25 par value per share, of the
Company.
(E) "Company" shall mean Equifax Inc.
(F) "Eligible Executive" shall mean Equifax Inc. elected officers and any other
key management personnel of Equifax Inc. or a subsidiary or division of Equifax
Inc. as determined by the Committee, from time to time, including any officer
who is a Director. An Eligible Executive shall not include an officer who is not
a full-time employee, even though said officer is a Director, except that a
person who was an Eligible Executive and a Director immediately prior to
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his retirement as an employee of the Company shall continue to be an Eligible
Executive so long as he retains his position as an officer and Director.
(G) "Employer" shall mean Equifax Inc. or the subsidiary or affiliate by whom
the Participant is employed at the time in question.
(H) "Management Objective" shall mean specified levels of, or growth in, one or
more of the following criteria:
(1) earnings per share;
(2) economic value added;
(3) revenue;
(4) operating profit;
(5) net income;
(6) total return to shareholders;
(7) cash flow/net assets ratio;
(8) debt/capital ratio;
(9) return on total capital;
(10) return on equity; and
(11) common stock price.
If the Committee makes an Award subject to a particular Management Objective,
the Committee shall adopt or confirm a written definition of that Management
Objective at the time of the Award. Management Objectives may be described in
terms of Company-wide objectives or objectives that are related to a specific
division, subsidiary, Employer, department, region, or function in which the
Participant is employed. Management Objectives may be made relative to the
performance of other corporations.
(I) "Measurement Period:" Management Objectives may be calculated on the basis
of a single year, cumulatively for a stated number of years, as an average over
a stated number of years, or otherwise, as determined by the Committee at the
time the Management Objective is established, which shall be the "Measurement
Period."
(J) "Participant" means any Eligible Executive to whom an Award has been
granted but not yet paid pursuant to this Plan.
(K) "Plan" means this Equifax Inc. Key Management Long-Term Incentive Plan.
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ARTICLE III
Eligibility
All Eligible Executives, as determined by the Committee, from time to time,
shall be eligible for participation in this Plan.
ARTICLE IV
Selection of Participants,
Grant of Awards and
Administration of Plan
The Committee shall determine, from time to time, those officers who are to be
granted Awards pursuant to Article V below. This Plan shall be administered by
the Committee, and the Committee shall (1) construe and interpret the Plan, and
(2) make such reasonable rules and regulations for the administration of the
Plan as it deems advisable. Any determination by the Committee in administering,
interpreting or construing the Plan in accordance with this Article shall be
final, binding and conclusive for all purposes and upon all interested persons.
ARTICLE V
Grants of Awards
Effective Date and Termination
Subject to the provisions below, the maximum Award granted to any Participant in
any fiscal year of the Company shall not exceed $5,000,000. Subject to the
approval of the shareholders of the Company, this Plan shall become effective
for the year commencing January 1, 2000. No Awards may be granted under this
Plan after the tenth (10th) anniversary of the approval of this Plan by the
shareholders of the Company.
ARTICLE VI
Right to Receive Cash Award
Conversion to Equity Interest
(A) Subject to the provisions of Article V, the Participant shall be entitled to
receive the cash to which his Award entitles him as soon as practical after the
end of the Measurement Period with respect to that Award; provided, however,
that:
(1) Each Award granted under the Plan shall be forfeited and canceled in
all respects, and no cash shall be delivered or paid to the Participant
thereof, in the event that:
(a) The employment of the Participant by the Employer is terminated,
either voluntarily or involuntarily, by the Employer or the
Participant, for any reason whatsoever (subject to the provisions of
Article VII hereof) prior to the end of the Measurement Period for
that Award;
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(b) The employment status of the Participant has changed prior to the
end of the Measurement Period for that Award so that the Participant
is no longer an Eligible Executive; or
(c) The Management Objective for the Measurement Period for such
Award is less than the minimum stated in the Award.
(2) A portion, or all, of each Award shall be forfeited and canceled in
all respects, and no cash shall be delivered or paid with respect to the
portion of such Award so forfeited and canceled, in the event that the
aggregate Management Objective for the Measurement Period with respect to
the Award is not at least equal to a minimum stated in the Award.
(3) The Committee shall establish, for each Measurement Period, the goals
based on one or more Management Objectives. These goals will be established
on or before the date any Award relating to said Measurement Period is
granted. The goals will be established with consideration given to the
economic conditions existing at the time said goals are established. A
portion, or all, of each Award shall be forfeited and canceled in all
respects, and no cash shall be delivered or paid with respect to the
portion of such Award so forfeited and canceled, in the event that the
goals established for the Measurement Period are not achieved, all as
prescribed by the Committee. The Committee shall deliver to each
Participant written notice of the goals established for the Measurement
Period to which said Award relates, along with the forfeiture provisions
relating to said Award. Even though performance goals established for each
Measurement Period are met or exceeded, the Committee shall have the
discretion, as to each Participant, to reduce the amount of an Award that
would otherwise be paid or to determine that no portion should be paid. The
Committee may not increase the amount of an Award that would otherwise be
paid.
(4) Nothing contained in this Article VI or elsewhere in this Plan shall
eliminate, impair or otherwise affect the right of the Employer to
terminate or change the employment of any Eligible Executive at any time,
and the grant of an Award to any such Eligible Executive shall not be
deemed to, and shall not, result in any agreement, expressed or implied, by
the Employer to retain such person in any specific position or in its
employ for the duration of the Measurement Period with respect to such
Award or for any other period.
(5) Subject to the provisions of this paragraph, the terms of an Award may
provide, if the Committee so directs in each instance, that each
Participant may elect, by delivering written notice of such election to the
Secretary of the Company during the period defined below, to surrender his
or her right to receive up to the full value of the Award that would
otherwise be paid to the Participant at the end of the Measurement Period,
in exchange for the right to receive an equity interest as described below.
In order to be effective, such written notice of election must be delivered
to the Secretary of the Company during a period beginning on the third
business day following release for publication (in the manner hereinafter
set forth) of the Company's quarterly statements of sales and earnings for
the final fiscal quarter ending within the
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Measurement Period and ending on the twelfth business day following said
release for publication. Any such election shall be subject to the right of
the Committee to disapprove the same, in whole or in part, at any time
after such election but prior to the issuance of cash with respect to the
particular Award in accordance with the provisions of this Plan. In the
event of the death, disability or retirement of a Participant, at any time
during the Measurement Period to which an Award relates, the Award shall be
distributed as provided in Article VII hereof regardless of any election
made by such Participant. The release for publication of the Company's
quarterly statements as referred to in the second sentence of this
paragraph shall be deemed to have been made at the time such data appears
(i) on a wire service, (ii) in a financial news service, (iii) in a
newspaper of general circulation or (iv) is otherwise made publicly
available. For purposes of this paragraph, the determination of the
appropriate equity interest into which the cash award is converted shall be
made based on rules adopted by the Committee and uniformly applied, and
said rules shall be adopted prior to or at the time of the grant of the
Award in question, and the aggregate value of the cash portion and the
value of the equity interest for any individual, determined at the date of
grant, shall not exceed the maximum referred to in Article V. The equity
interest may be an option for purchase of Common Stock, restricted shares
of Common Stock, or any other equity interest determined by the Committee.
The equity interest may be issued by the Committee on its own action or
pursuant to the Company's 2000 Stock Incentive Plan.
ARTICLE VII
Death, Disability or Retirement of Eligible Executive
or Change in Control of the Company
(A) In the event of the termination of employment with the Employer during any
Measurement Period of any Participant by reason of the death or disability or
retirement of such Participant, the Committee may, but shall not be obligated
to, waive the continuation of the employment requirement set forth in paragraph
(A)(1)(a) of Article VI above. In the event that such requirement is waived,
such Participant or his estate, as the case may be, will be entitled to receive
an Award in cash equivalent to a pro rata portion of the amount which said
Participant would have received, if the employment of such Participant had
continued through the Measurement Period for such Award. For purposes of Article
VI and this Article VII, a Participant shall not be deemed to have terminated
his employment although he retires from said employment, if he continues to
serve as an elected officer of Equifax Inc. or a subsidiary of the Company and
to serve as a Director of Equifax Inc.; said Eligible Executive shall be deemed
to have terminated his employment when his term of office expires and he is not
re-elected thereto, or when he is removed or resigns from office, if earlier.
(B) This pro rata portion shall be computed as follows:
The cash Award which would have been earned based on the level of actual
achievement of the Management Objective at the end of the Measurement
Period will be multiplied by a fraction, the numerator of which shall be
the number of full calendar months during the Measurement Period prior to
the Participant's death, disability or retirement, and the denominator of
which shall be the number of full calendar months contained in the complete
Measurement Period.
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(C) In the event of the termination of employment with the Employer of any
Participant after completing a Measurement Period, but before distribution of
his Award is made, such Participant or his estate, as the case may be, will be
entitled to receive the Award to the same extent, in the same manner and at the
same time as if the employment of such Eligible Executive had not terminated,
except that if the Participant has directly or indirectly engaged in any
activity that is harmful to the Company or the Employer, as determined by the
Committee in its sole discretion (including without limitation the disclosure or
misuse of any confidential information or trade secrets of the Company or the
Employer), then Participant shall forfeit any entitlement to such Award.
(D) If there is a "change in control of the Company," as hereinafter defined,
during any Measurement Period, then, notwithstanding any other provision of this
Plan to the contrary, any Participant holding any Award shall be irrevocably
entitled to receive an amount in cash which is equal to (i) the target award if
the change in control occurs during the first measurement year, or (ii) 150% of
the target award if the change in control occurs after said first year (but no
less than the projected payout determined on the effective date of the change in
control if the change in control occurs during the last three months of the
Measurement Period). Such payment will be made within sixty (60) days following
the change in control of the Company.
(E) For purposes of this Article VII, a "change in control of the Company"
shall be deemed to have occurred upon the occurrence of any of the following
events:
(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
Article VII(E)(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 (i)
directly from the Company that is approved by the Incumbent Board, (ii) by
the Company, (iii) by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary, or (d) by any
Person pursuant to a Business Combination that complies with clauses (i),
(ii) and (iii) of subparagraph VII(E)(2); or
(2) Business Combinations. Consummation of a Business Combination, unless,
immediately following that Business Combination, (i) all or substantially
all of the Persons who were the beneficial owners of Voting Stock of the
Company immediately prior to that Business Combination beneficially own,
directly or indirectly, more than sixty-six and two-thirds percent (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, (ii) no Person (other than the Company, that entity
resulting from that Business Combination, or any employee benefit plan (or
related trust) sponsored or maintained by the 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
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outstanding shares of common stock of the entity resulting from that
Business Combination or the combined voting power of the then outstanding
voting securities entitled to vote generally in the election of directors
of that entity, and (iii) at least a majority of the members of the Board
of Directors of the entity resulting from that Business Combination were
members of the Incumbent Board at the time of the of the action of the
Board of Directors providing for that Business Combination; or
(3) Sale of Assets. A sale or other disposition of all or substantially
all of the assets of the Company; or
(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 clauses (i), (ii) and
(iii) of subparagraph (E)(2) of this Article VII.
For purposes of this Article VII, 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 January 1, 2000, or (b) members who become members of the
Company's Board of Directors subsequent to January 1, 2000, 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.
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"Disability" means permanently and totally disabled as defined in Code
Section 22(e)(3).
ARTICLE VIII
Nonalienation of Benefits
Neither the Award nor any other right or benefit under this Plan shall be
subject to anticipation, alienation, sale, assignment, pledge, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber
or charge the same shall be void and shall not be recognized or given effect by
the Company.
ARTICLE IX
Certificates of Award
The Company shall execute and deliver to each Participant to whom an Award is
granted a certificate, in the form prescribed by the Committee, evidencing such
Award and stating the date thereof and cash amount that is the subject of the
Award.
ARTICLE X
Amendment, Suspension or Termination of Plan
The Board of Directors of the Company may amend, suspend or terminate this Plan
in whole or in part at any time; provided that no such amendment, suspension or
termination shall adversely affect the rights of the holders of any Award then
outstanding.
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