EXHIBIT 10.16
EQUIFAX INC. OMNIBUS STOCK INCENTIVE PLAN 1995
RESTRICTED STOCK AWARD AGREEMENT
In 1995, the Company granted Restricted Stock awards to certain executive
officers of the Company. The standard agreement for these awards is filed
herewith. All agreements signed by executive officers are identical to the
standard agreements except with respect to such matters as names, dates, and
amounts. Vesting conditions for these awards are filed herewith.
EXHIBIT 10.16
EQUIFAX INC.
Restricted Stock Award
THIS AGREEMENT, dated the XXX day of XXXXX, 19XX, between EQUIFAX INC., a
Georgia corporation (the "Company"), and XXXXX ("Participant"), is made pursuant
and subject to the provisions of the Company's Omnibus Stock Incentive Plan (the
"Plan"), a copy of which was previously furnished to the Participant. All terms
used herein that are defined in the Plan have the same meaning given them in the
Plan.
1. Award of Stock. Pursuant to the Plan, the Company, on XXXX XX, 19XX
(the "Date of Grant"), awarded the Participant, subject to the terms and
conditions of the Plan and subject further to the terms and conditions set forth
herein, XX,XXX shares of Common Stock of the Company (the "Restricted Stock").
2. Terms and Conditions
a. Conditions for Vesting. Attached hereto is Exhibit A - Conditions for
Vesting, which is hereby incorporated by reference.
b. Stock Power. The Participant shall deliver to the Company a stock
power, endorsed in blank, with respect to the Restricted Stock.
c. Custody of Certificate. Custody of stock certificates evidencing
shares of Restricted Stock shall be retained by the Company until the Conditions
for Vesting are satisfied (except as provided in paragraph 3, below).
3. Death, Disability, Retirement or Change in Control. Paragraph 2 to
the contrary notwithstanding, in the event of the Participant's death,
disability termination or Retirement while in the employ of the Company or a
Subsidiary or if a Change in Control occurs, Participant's rights in the shares
of Restricted Stock awarded pursuant to this Agreement shall become
nonforfeitable and transferable as of the date of the Participant's death,
disability termination or Retirement or the Control Change Date.
4. Retirement. For purposes of this Agreement, "Retirement" means
retirement from the Company or a Subsidiary on or after age 65, or, with the
consent of the Company, earlier than age 65.
5. Change in Control. For purposes of this Agreement, a "change in
control of the Company" shall be deemed to exist in the event any person,
corporation, partnership or other entity, either alone or in conjunction with
its "affiliates" as that term is defined in Rule 405 of the General Rules and
Regulations under the Securities Act of 1933, as amended, or other group of
persons, corporations, partnerships or other entities who are not affiliates,
but who are acting in concert, are determined to own of record or beneficially
more than fifty percent (50%) of the
shares of outstanding stock of any class of voting stock of the Company. The
"Control Change Date" means the date on which a Change in Control occurs.
6. Shareholder Rights. With respect to Restricted Stock, a Participant
will have the right to receive dividends and vote shares of Restricted Stock.
7. Fractional Shares. Fractional shares shall not be issuable
hereunder, and when any provision hereof may entitle Participant to a fractional
share such fraction shall be disregarded.
8. No Rights To Continue Employment. This Restricted Stock award does
not confer upon Participant any right with respect to continuance of employment
by the Company or a Subsidiary, nor shall it interfere in any way with the right
of the Company or a Subsidiary to terminate a Participant's employment at any
time.
9. Change in Capital Structure. The terms of this Restricted Stock
Award shall be adjusted as the Committee determines is equitably required in the
event the Company (a) effects one or more stock dividends, stock split-ups,
subdivisions or consolidations of shares or (b) engages in a transaction to
which section 425 of the Code applies.
10. Governing Law. This Agreement shall be governed by the laws of the
State of Georgia.
11. Conflicts. In the event of any conflict between the provisions of
the Plan as in effect on the Date of Grant and the provisions of this Agreement,
the provisions of the Plan shall govern. All references herein to the Plan
shall mean the Plan as in effect on the date of the award of Restricted Stock.
12. Participant Bound by Plan. Participant hereby acknowledges receipt
of a copy of the Plan and agrees to be bound by all the terms and provisions
thereof.
13. Binding Effect. Subject to the limitations stated above and in the
Plan, this Agreement shall be binding upon and inure to the benefit of the
legatees, distributees, and personal representatives of the Participant and the
successors of the Company.
14. Taxes. The Participant shall pay to the company such amount as may
be required to satisfy withholding and employment taxes on or before the date
when the Restricted Stock is delivered to Participant. Said payment shall be in
cash unless other arrangements for payment are approved by the Committee or its
delegate.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer, and Participant has affixed his signature hereto.
EQUIFAX INC.
By: ________________________________________
C. B. Rogers, Jr.
Chairman and Chief Executive Officer
_______________________________________
Participant
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IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by a
duly authorized officer, and Participant has affixed his signature hereto.
EQUIFAX INC.
By: ________________________________________
T. H. Magis
Corporate Vice President / Secretary &
General Counsel
_______________________________________
Participant
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