EXHIBIT 10.17
EQUIFAX INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
EFFECTIVE JANUARY 25, 1995
ARTICLE I. PURPOSE
The purpose of this Plan is to promote the interest of Equifax and its
Subsidiaries by granting Options to Non-Employee Directors in order
(1) to attract and retain Non-Employee Directors,
(2) to provide Non-Employee Directors with long-term financial incentives
to increase the value of Equifax, and
(3) to provide each Non-Employee Director with a stake in the future of
Equifax which corresponds to the stake of each of Equifax's shareowners.
ARTICLE II. DEFINITIONS AND GENDER AND NUMBER
2.1 Definitions.
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Each term set forth in this Article II shall have the respective meaning
set forth opposite such term for purposes of this Plan, and when the defined
meaning is intended the term is capitalized.
"Agreement" means a written agreement, substantially in the form attached
hereto as Exhibit A, which sets forth the Option Price with respect to an Option
granted to a Non-Employee Director under this Plan.
"Equifax" means Equifax Inc., a Georgia corporation.
"Board" means the Board of Directors of Equifax.
"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.
"Fair Market Value" means, on any given date, the closing price of a share
of Stock as reported on the New York Stock Exchange composite tape on such day
or, if the Stock was not traded on the New York Stock Exchange on such day, then
on the next preceding day that the share of Stock was traded on such exchange.
"Non-Employee Director" means a member of the Board who is not an officer
or employee of Equifax or its affiliates.
"Option" means an option granted under this Plan to purchase Stock, which
shall constitute a nonqualified or nonstatutory stock option and not an
incentive stock option satisfying the requirements of Code Section 422.
"Option Price" means the price (determined in accordance with Section 6.2)
which shall be paid to purchase one share of Stock upon the exercise of an
Option granted under this Plan.
"Plan" means this Equifax Inc. Non-Employee Director Stock Option Plan as
effective January 25, 1995 and as thereafter amended from time to time.
"Stock" means the $2.50 par value common stock of Equifax.
"Terms and Conditions" means the terms of and conditions on the exercise
of an Option which are attached hereto as Exhibit B and which hereby are
incorporated by reference.
2.2 Gender and Number.
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Unless the context clearly requires otherwise, the masculine pronoun
whenever used shall include the feminine and neuter pronouns, the singular shall
include the plural and the plural shall include the singular.
ARTICLE III. SHARES SUBJECT TO OPTIONS
The aggregate number of shares of Stock with respect to which the grant of
Options (collectively referred to as "Grants" in this Article III) may be made
shall not exceed 150,000 shares of Stock (as adjusted in accordance with Article
X whenever such an adjustment is called for). Any shares of Stock subject to a
Grant after the exchange, cancellation, forfeiture or expiration of such Grant
thereafter shall again become available for use under this Article III as if
such shares of Stock had never been subject to a Grant.
ARTICLE IV. EFFECTIVE DATE
The effective date of this Plan shall be January 25, 1995.
ARTICLE V. ELIGIBILITY
Only Non-Employee Directors shall be eligible for the grant of Options
under this Plan.
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ARTICLE VI. OPTIONS
6.1 Grant of Options.
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Subject to the terms and conditions of this Plan, each Non-Employee
Director shall receive an Option to purchase 1,000 shares of Stock on the day of
each annual meeting of the shareholders of Equifax occurring after the effective
date of this Plan. Each grant of an Option shall be evidenced by an Agreement,
and each Option shall be subject to the Terms and Conditions.
6.2 Option Price; Form of Payment.
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The Option Price for each share of Stock subject to an Option shall be the
greater of (i) the par value of a share of Stock, or (ii) the Fair Market Value
of a share of Stock on the date the Option is granted. Payment of the Option
Price upon the exercise of an Option may be made only in cash; provided,
however, in the event this Plan is approved by the affirmative vote of at least
a majority of Equifax's shares of Stock voted at a meeting at which a quorum is
present, payment may be made in shares of Stock or in any combination of cash
and shares of Stock. Subject to receiving Shareholder approval, the rules for
tendering shares of Stock as payment of all or any part of the Option Price for
an Option and for valuing such tendered shares of Stock shall be set forth in
the Terms and Conditions.
6.3 Option Period.
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Each Option granted under this Plan shall be exercisable at such time or
times as set forth in the Terms and Conditions, and each Option shall expire
automatically on the earliest of (i) the date such Option is exercised in full,
or (ii) the date such Option expires in accordance with the Terms and
Conditions.
ARTICLE VII. NONTRANSFERABILITY
No Option granted under this Plan shall be transferable by a Non-Employee
Director other than by will, valid under applicable state law, by the applicable
laws of descent and distribution (including such beneficiary designations as may
be made in accordance with the Terms and Conditions) or pursuant to a qualified
domestic relations order as defined by the Code, and such Option shall be
exercisable during a Non-Employee Director's lifetime only by the Non-Employee
Director. The person to whom an Option is transferred by will or by the laws of
descent and distribution or pursuant to a qualified domestic relations order as
defined by the Code, thereafter shall be treated as the Non-Employee Director
only to the extent the Non-Employee Director's rights under such Option are
transferred to such person by such will, by such laws of descent and
distribution or by such order.
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ARTICLE VIII. STOCK RESTRICTIONS
Equifax shall have the right under this Plan to restrict or otherwise
delay the issuance of any shares of Stock purchased or paid under this Plan
until the requirements of any applicable laws or regulations and any stock
exchange requirements have been in Equifax's judgment satisfied in full.
Furthermore, any shares of Stock which are issued as a result of purchases or
payments made under this Plan shall be issued subject to such restrictions and
conditions on any resale and any other disposition as Equifax shall deem
necessary or desirable under any applicable laws or regulations or in light of
any stock exchange requirements.
ARTICLE IX. LIFE OF PLAN
This Plan shall terminate on April 30, 2005. No Option shall be granted
under this Plan after the date this Plan terminates but, for any Options which
are outstanding on such date, the applicable terms of the Plan and these Terms
and Conditions shall survive the termination until such Options have been
exercised in full, forfeited in full or otherwise completely expired.
ARTICLE X. ADJUSTMENT
The number of shares of Stock subject to Options granted under this Plan
(and the related Option Prices) shall be administratively adjusted (in a manner
which does not constitute a "modification," "extension" or "renewal" as those
terms are used under Code Section 424(h)) to reflect any change in the
capitalization of Equifax, including, but not limited to, such changes as stock
dividends or stock splits. Furthermore, the number of shares of Stock under
Article III of this Plan and the number of shares subject to Options granted
under this Plan (and the related Option Prices) shall be administratively
adjusted (in a manner which satisfies the requirements of Code Section 424(a))
in the event of any corporate transaction described in Code Section 424(a) which
provides for the substitution or assumption of such Options. If any adjustment
under this Article X would create a fractional share of stock or a right to
acquire a fractional share of Stock, such fractional share shall be disregarded
and the number of shares of Stock reserved under this Plan and the number of
shares of stock subject to any Options granted under this Plan shall be the next
lower whole number of shares of Stock, rounding all fractions downward. Any
adjustment made under this Article X shall be conclusive and binding on all
affected persons.
ARTICLE XI. SALE OR MERGER OF EQUIFAX
If Equifax agrees to sell substantially all of its assets for cash or
property or for a combination of cash and property or agrees to any merger,
consolidation, reorganization, division or other corporate transaction in which
Stock is converted into another security or into the right to receive securities
or property and such agreement does not provide for the
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assumption or substitution of the Options granted under this Plan, each
outstanding Option shall be cancelled in exchange for the same consideration
each Non-Employee Director otherwise would receive as a shareholder of Equifax
in connection with such sale or other corporate transaction if he had the right
to exercise his Option in full under this Plan for shares of Stock immediately
before such sale or other transaction and he exercised that right. The number of
shares of Stock subject to an Option which each Non-Employee Director shall be
deemed to have a right to receive upon such exercise shall be determined by
dividing the excess of the Fair Market Value of the shares of Stock subject to
his Option immediately before such sale or other corporate transaction over the
Option Price for such shares by the Fair Market Value of a share of Stock
immediately before the consummation of such sale or other corporate transaction.
If any calculation under this Article XI results in a fractional share of Stock,
such fractional share shall be paid in cash.
ARTICLE XII. ADMINISTRATION, AMENDMENTS AND TERMINATION
12.1 General.
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Amendments with respect to this Plan shall be accomplished pursuant to
authority and procedures established and in effect from time to time through
resolutions adopted by the Board; provided, however, that this Plan may not be
amended more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder; provided further, this Plan may not be amended with respect to the
number of shares subject to an Option granted to a Non-Employee Director, Option
Price or method for determining Fair Market Value of shares of Stock, and the
timing of awards.
12.2 Shareholder Approval.
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Amendments to this Plan may be made without the approval of the
shareholders of Equifax.
ARTICLE XIII. MISCELLANEOUS
13.1 Construction.
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This Plan and each agreement entered into in connection herewith shall be
governed and construed in accordance with the laws of the State of Georgia.
13.2 Term of Service with Board.
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The granting of an Option to a Non-Employee Director under this Plan shall
not obligate Equifax or any of its affiliates to provide that Non-Employee
Director upon the termination of his or her service on the Board with any
benefit whatsoever except as provided under the Terms and Conditions.
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13.3 Income Tax Withholding.
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If the exercise of an Option granted under this Plan or the sale or other
disposition of any Stock purchased under this Plan triggers any income tax
withholding requirements whatsoever, the Non-Employee Director shall take such
actions as set forth in the Terms and Conditions; provided, however, in the
event this Plan is approved by the affirmative vote of at least a majority of
Equifax's shares of Stock voted at a meeting at which a quorum is present,
shares of Stock may be withheld or retained from any payment to a Non-Employee
Director (whether or not such payment is made pursuant to the Terms and
Conditions and including any payment which otherwise is due to be paid in the
form of Stock under the Terms and Conditions) to satisfy any income or other tax
withholding requirements as a result of an exercise.
13.4 No Shareholder Rights.
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No Non-Employee Director shall have any rights as a shareholder of Equifax
as a result of the grant of an Option to him under this Plan or his exercise of
such Option pending the actual delivery of Stock to him as a result of such
exercise, and his rights upon such delivery shall be prospective only.
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EXHIBIT A
EQUIFAX INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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Granted To Grant Number of Option Price Social
(Optionee) Date Shares $ Per Share Sec. No.
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Expiration
Date
Stock Option
(Non-Transferable)
A G R E E M E N T
Equifax Inc. ("Equifax"), a Georgia corporation, in accordance with the Equifax
Inc. Non-Employee Director Stock Option Plan ("Plan"), hereby grants a Stock
Option ("Option") to the Optionee named above to purchase from Equifax the above
stated number of shares of Equifax common stock, $2.50 par value ("Stock"), at
an option price per share ("Option Price") as stated above. This Option is
subject to the Terms and Conditions and to the further terms and conditions set
forth in the Plan. This Option is granted effective as of the Option Grant Date
stated above and shall expire on the Expiration Date stated above subject to
their earlier exchange, cancellation, forfeiture or expiration pursuant to
Section 3 of the Terms and Conditions and the provisions of the Plan.
________________________________________________________________________________
Equifax Inc.
By: __________________________
Authorized Officer
____________________________________________
Non-Employee Director
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EXHIBIT B
TERMS AND CONDITIONS
1. General. These Terms and Conditions constitute a part of the Equifax
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Inc. Non-Employee Director Stock Option Plan and apply to each Option granted
thereunder.
2. Date Exercisable. An Option shall first become exercisable as to one
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hundred percent (100%) of the shares of Stock subject to this Option on the
first anniversary of the Grant Date; provided, however, that an Option shall
become immediately exercisable as to all of the shares of Stock subject thereto
upon the later to occur of the expiration of the 6-month period following the
Grant Date and the occurrence of one of the events described in clauses (i),
(ii) and (iii) of Section 3(a). Subject to the foregoing, an Option shall be
exercisable at any time in whole or in part (but if in part, in an amount equal
to at least 100 shares or, if less, the number of shares remaining to be
exercised under the Option) on any business day of Equifax before the date such
Option expires under Section 3 of these Terms and Conditions.
3. Expiration. An Option shall expire and Optionee shall have no further
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rights under these Terms and Conditions, except as otherwise noted, on the
earlier of
(a) subject to extension under Section 3(c), the last day of the 36-
month period which begins on the date Optionee terminates his service on
the Board by reason of (i) death, (ii) disability, or (iii) retirement
(which shall mean termination of service on the Board after the Optionee
has attained age 55 and completed at least five years of service as a
director on the Board);
(b) the first date on or after the Grant Date on which Optionee (i)
resigns from or is not re-elected to the Board prior to being eligible for
retirement under clause (iii) of Section 3(a); (ii) resigns for the
purpose of accepting, or retires and subsequently accepts, a directorship
or employment, or becomes associated with, employed by or renders service
to, or owns an interest in (other than as a shareholder with a less than
5% interest in a publicly traded company) any business that is competitive
with any Equifax company or with any other business in which the Equifax
companies have a substantial direct or indirect interest; or (iii) resigns
as a result of an interest or affiliation which would prohibit continued
service as a director;
(c) if Optionee terminates service on the Board under the conditions
described under Section 3(a) and at his death the Option is exercisable as
to any number of shares of Stock, the last day of the 6-month period which
begins on the date of Optionee's death, notwithstanding the earlier
expiration of the Option as may otherwise be provided in Sections 3(a) and
(e);
(d) the date the Option has been exercised in full; or
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(e) subject to extension under Section 3(c), one day after the
expiration of the 5-year period which begins on the Option Grant Date.
4. Method of Exercise. An Option may be exercised by properly completing
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and actually delivering the applicable Notice of Exercise Form to Equifax,
together with payment in full of the Option Price for the shares of Stock the
Optionee desires to purchase through such exercise. Payment may be made only in
the form of cash.
5. Effective Date of Exercise. An exercise under Sections 4 or 5 shall
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be effective on the date a properly completed Notice of Exercise Form, together
with payment of the Option Price required under Section 4, actually is delivered
to and accepted by the Executive Compensation Department at Equifax
headquarters.
6. Nontransferable. No rights granted under these Terms and Conditions
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shall be transferable by Optionee during Optionee's lifetime, and such rights
shall be exercisable during Optionee's lifetime only by Optionee. If Optionee
dies before the expiration of this Option as described in Section 3 of these
Terms and Conditions, any rights under these Terms and Conditions which did not
expire prior to Optionee's death and any rights which arise as a result of
Optionee's death shall be exercisable at his death by the person designated as
Optionee's Beneficiary on Optionee's most recently completed Beneficiary
Designated Form which has been received by Equifax and such Beneficiary shall be
treated as the Optionee under these Terms and Conditions upon the death of
Optionee.
7. Stockholder Status. Optionee shall have no rights as a stockholder
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with respect to any shares of Stock under an Option before the date such shares
have been duly issued to Optionee, and no adjustment shall be made for dividends
of any kind or description whatsoever or for distributions of other rights of
any kind or description whatsoever respecting such Stock except as expressly set
forth in the Plan.
8. Other Laws. Equifax shall have the right to refuse to issue or
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transfer any shares of Stock under an Option if Equifax, acting in its absolute
discretion, determines that the issuance or transfer of such shares might
violate any applicable law or regulation or cause any violation under Section
16(b) of the Securities Exchange Act of 1934, and any payment tendered in such
event to exercise this Option shall be promptly refunded to Optionee.
9. Exercise Restrictions. Equifax shall have the right to restrict or
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otherwise delay the issuance of any shares of Stock purchased or paid for under
these Terms and Conditions until the requirements of any applicable laws or
regulations and any stock exchange requirements have been in Equifax's judgment
satisfied in full. Furthermore, any shares of Stock which are issued as a
result of purchases or payments made under these Terms and Conditions shall be
issued subject to such restrictions and conditions on any resale and on any
other transfer or disposition as Equifax shall deem necessary or desirable under
any applicable laws or regulations or in light of any stock exchange
requirements.
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10. Taxes. Optionee shall deliver to Equifax along with his Notice of
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Exercise sufficient funds, by either cash or check, to satisfy any income or
other tax withholding requirements as a result of an exercise under these Terms
and Conditions.
11. Jurisdiction and Venue. Acceptance of an Agreement shall be deemed to
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constitute Optionee's consent to the jurisdiction and venue of the Superior
Court of Fulton County, Georgia and the United States District Court for the
Northern District of Georgia for all purposes in connection with any suit,
action, or other proceeding relating to these Terms and Conditions, including
the enforcement of any rights under these Terms and Conditions and any process
or notice of motion in connection with such situation or other proceeding may be
serviced by certified or registered mail or personal service within or without
the State of Georgia, provided a reasonable time for appearance is allowed.
12. Amendment. Optionee's rights under these Terms and Conditions can be
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modified, suspended or cancelled in accordance with the terms of the Plan;
provided, however, Terms and Conditions may not be amended more than once every
six months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, or the rules thereunder. These Terms
and Conditions may not be amended with respect to the amount, Option Price or
method for determining Fair Market Value of shares of Stock, and the timing of
awards.
13. Miscellaneous.
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(a) These Terms and Conditions shall be subject to the provisions,
definitions, terms and conditions set forth in the Plan, all of which are
incorporated by this reference in these Terms and Conditions and, unless
defined in these Terms and Conditions, any capitalized terms in these
Terms and Conditions shall have the same meaning assigned to those terms
under the Plan.
(b) The Plan, the Agreement and these Terms and Conditions shall be
governed by and construed under the laws of the State of Georgia.
(c) The exercise of this Option shall not be affected by the
exercise or non-exercise of any other option that may be granted under any
other plan or arrangement.
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