EXHIBIT 10.12
EQUIFAX INC. OMNIBUS STOCK INCENTIVE PLAN OPTION AGREEMENTS
In 1995, the Company granted stock options to executive officers of the
Company. Some of these options were Incentive Stock Options ("ISO's"), some
were Non-ISO's. The standard agreements under this Plan are 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.
EXHIBIT 10.12
EQUIFAX INC.
INCENTIVE STOCK OPTION AGREEMENT
NAME
Number of Shares:
Option Price:
Date of Grant:
THIS AGREEMENT dated as of the Date of Grant, stated above, between
Equifax Inc., a Georgia corporation (the "Company"), and the above-named
Participant ("Participant"), is made pursuant and subject to the provisions of
the Company's Omnibus Stock Incentive Plan (the "Plan"). All terms used herein
that are defined in the Plan have the same meaning given them in the Plan.
1.GRANT OF OPTION. Pursuant to the Plan, the Company, on the "Date of
Grant" granted to Participant, subject to the terms and conditions of the
Plan and subject further to the terms and conditions herein set forth, the
right and option to purchase from the Company the Number of Shares stated
above, or any part thereof. Such option will be exercisable as hereinafter
provided.
2. TERMS AND CONDITIONS. This option is subject to the following terms and
conditions:
(a) EXPIRATION DATE. This option shall expire ten years from the
Date of Grant of this option (the "Expiration Date").
(b) EXERCISE OF OPTION. Except as provided in paragraphs 3, 4 and 5, this
option shall be exercisable with respect to one-fourth of the shares
subject to this option on the first anniversary of the Date of Grant
and with respect to an additional one-fourth of the shares subject to
this option on each anniversary of the Date of Grant so that this
option shall be fully exercisable on the fourth anniversary of the
Date of Grant. Once this option has become exercisable in accordance
with the preceding sentence, it shall continue to be exercisable until
the termination of Participant's rights hereunder pursuant to
paragraph 3 or 4, or until the Expiration Date, whichever occurs
first. This option may be exercised with respect to any number of
whole shares less than the full number for which the option could be
exercised; provided, however, that this option may be exercised for
no less than twenty-five shares of
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Common Stock or, if less, the number of shares of Common Stock that
remains subject to this option. A partial exercise of this option
shall not affect Participant's right to exercise this option with
respect to the remaining shares, subject to the conditions of the Plan
and this Agreement.
(c) METHOD OF EXERCISING AND PAYMENT FOR SHARES. This option shall be
exercised by written notice, accompanied by payment of the option
price, delivered to the attention of the Company's Stock Option
Administrator at the Company's principal office in Atlanta, GA. The
Date of Exercise shall be the date as indicated on the proper stock
option exercise form (e.g., exercise date on Company's stock option
exercise form; trade date on broker's letter of intent to exercise;
exercise date via computer file). The option price may be paid in
cash or cash equivalent acceptable to the Committee, or by the
surrender of shares of Common Stock (that have been held by
Participant for at least six months) with an aggregate Fair Market
Value (determined as of the closing price on the Date of Exercise as
defined above) which is not less than the option price or part
thereof.
(d) NON-TRANSFERABILITY. This option is non-transferable except
by will or by the laws of descent and distribution. In the event of
any such transfer, this option must be transferred to the same person
or persons. During Participant's lifetime, this option may be
exercised only by Participant.
(e) TERMINATION OF EMPLOYMENT. Except as provided in paragraphs 3
and 4, this option is not exercisable after the Participant's
termination of employment with the Company or a Subsidiary.
3.EXERCISE AFTER RETIREMENT. In the event Participant ceases to be
employed by the Company or a Subsidiary on account of Participant's
Retirement and prior to the Expiration Date, Participant may exercise this
option at any time within sixty months next following his Retirement (but
in any event prior to the Expiration Date) for the number of shares he was
entitled to purchase pursuant to paragraph 2 above or paragraph 5
hereinafter on the date of his Retirement.
4.EXERCISE IN THE EVENT OF DEATH OR DISABILITY. This option shall be
exercisable with respect to the number of shares that the Participant was
entitled to purchase pursuant to paragraph 2 above on the date of his
death, in the event Participant dies while employed by the Company or
within sixty months following his Retirement and prior to the Expiration
Date of this option. In such event this option may be exercised by
Participant's estate, or the person or persons to whom his rights under
this option shall pass by will or the laws
(2)
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of descent and distribution. Participant's estate or such persons may
exercise this option within sixty months of Participant's death or during
the remainder of the period preceding the Expiration Date, whichever is
shorter.
If Participant ceases employment with the Company due to total and
permanent disability confirmed by a licensed physician's statement, this
option shall be exercisable with respect to the number of shares that the
Participant was entitled to purchase pursuant to paragraph 2 above on the
last date of active employment with the Company for sixty months following
the last date of active employment with the Company and prior to the
Expiration Date of this option.
5. EXERCISE IN THE EVENT OF CHANGE IN CONTROL. In the event a Change in
Control of the Company occurs while Participant is in the employ of the
Company, Participant may exercise this option at any time on or after the
Control Change Date (but in no event on or after the Expiration Date) for
the number of shares granted pursuant to paragraph 1 above.
6. RETIREMENT. For purposes of this Agreement, "Retirement" means
retirement from the Company or a Subsidiary at or after age 65, or,
otherwise with the consent of the Company.
7. 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 the Company. The "Control Change Date" means the date on which a
Change in Control occurs.
8. FRACTIONAL SHARE. A fractional share shall not be issuable hereunder,
and when any provision hereof may entitle Participant to a fractional
share, such fraction shall be disregarded.
9. LIMITATION ON ACCELERATION. Notwithstanding any other provision of this
Agreement to the contrary, this option may not be exercisable and, without
the Participant's consent, the exercisability of this option may not be
accelerated so that the shares for which the option (and all other
incentive stock options granted to the Participant by the Company or a
Subsidiary) are first exercisable in any calendar year have a Fair Market
Value (determined as of the Date of Grant) exceeding $100,000.
10. NO RIGHT TO CONTINUED EMPLOYMENT. This option 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 his employment at any time.
(3)
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11. CHANGE IN CAPITAL STRUCTURE. The terms of this option 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.
12. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Georgia.
13. CONFLICTS. In the event of any conflict between the provisions of the
Plan as in effect on the date hereof 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 as of the date hereof.
14. 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.
15. 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 Participant and the
successors of the Company.
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
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Participant
(4)
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