EXHIBIT 10.12
EQUIFAX INC.
------------
INCENTIVE STOCK OPTION AGREEMENT
Number of Shares:
Option Price:
Date of Grant: January 31, 1996
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
Employees 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 2(e), 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 paragraphs 2(e), 3, 4 or 5 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 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 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 below and in paragraphs
-------------------------
3, 4 and 5, this option is not exercisable after the Participant's
termination of employment with the Company or a Subsidiary. In the
event Participant's termination of employment from the Company or a
Subsidiary is due to job elimination, Participant may exercise this
option for the number of shares he was entitled to purchase pursuant
to paragraph 2 above within twelve (12) months after such termination
of employment (but in no event on or after the Expiration Date).
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 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 pen-od
preceding the Expiration Date, whichever is shorter.
If Participant ceases employment with the Company due to total and
permanent 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 last date of active
-2-
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. Should
Participant's employment with the Company or a Subsidiary terminate after
the Control Change Date other than for "cause", Participant may exercise
this option within sixty (60) months after such termination of employment
(but in no event on or after the Expiration Date). Termination for "cause"
shall mean termination upon (a) the willful and continued failure by
Participant to substantially perform his or her duties with the Company
(other than any such failure resulting from Participant's incapacity due to
physical or mental illness), after a demand for substantial performance is
delivered to Participant by his or her superior officer which specifically
identifies the manner in which such officer believes that Participant has
not substantially performed his or her duties, or (b) the engaging by
Participant in misconduct which is materially injurious to the Company,
monetarily or otherwise. For purposes of this paragraph, no act, or failure
to act, on Participant's part shall be considered "willful" unless done, or
omitted to be done, by Participant not in good faith and without reasonable
belief that Participant's action or omission was in the best interest of
the Company.
6. Retirement. For purposes of this Agreement, "Retirement" means retirement
----------
from the Company or a Subsidiary in accordance with the Participant's
applicable Retirement Plan.
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 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 the Date of Grant) exceeding $100,000.
-3-
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.
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
-----------------------------------------
D. W. McGlaughlin
President and Chief Executive Officer
--------------------------------------------
Participant
-4-
EQUIFAX INC.
------------
NON-QUALIFIED STOCK OPTION AGREEMENT
Number of Shares:
Option Price:
Date of Grant: January 31, 1996
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 Employees 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 Options. 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. This option is not intended to be an incentive
stock option under section 422A of the Internal Revenue Code. 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 0ption. Except as provided in paragraphs 2(e), 3, 4 and
------------------
5, this option shall be exercisable as outlined on Attachment A of
this agreement. 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
paragraphs 2(e), 3, 4 or 5 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 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 below and in paragraphs
-------------------------
3, 4 and 5, this option is not exercisable after the Participant's
termination of employment with the Company or a Subsidiary. In the
event Participant's termination of employment from the Company or a
Subsidiary is due to job elimination, Participant may exercise this
option for the number of shares he was entitled to purchase pursuant
to paragraph 2 above within twelve (12) months after such termination
of employment (but in no event on or after the ExpirationDate).
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 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.
-2-
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. Should
Participant's employment with the Company or a Subsidiary terminate after
the Control Change Date other than for "cause," Participant may exercise
this option within sixty (60) months after such termination of employment
(but in no event on or after the Expiration Date). Termination for "cause"
shall mean termination upon (a) the willful and continued failure by
Participant to substantially perform his or her duties with the Company
(other than any such failure resulting from Participant's incapacity due to
physical or mental illness), after a demand for substantial performance is
delivered to Participant by his or her superior officer which specifically
identifies the manner in which such officer believes that Participant has
not substantially performed his or her duties, or (b) the willful engaging
by Participant in misconduct which is materially injurious to the Company,
monetarily or otherwise. For purposes of this paragraph, no act, or
failure to act, on Participant's part shall be considered "willful" unless
done, or omitted to be done, by Participant not in good faith and without
reasonable belief that Participant's action or omission was in the best
interest of the Company.
6. Retirement. For purposes of this Agreement, "Retirement" means retirement
----------
from the Company or a Subsidiary in accordance with the Participant's
applicable Retirement Plan.
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. 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.
10. 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.
11. Governing Law. This Agreement shall be governed by the laws of the State
-------------
of Georgia.
-3-
12. 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.
13. 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.
14. 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.
15. Taxes. In accordance with procedures established by the Committee, the
-----
Company may withhold from Common Stock delivered to the Participant,
sufficient shares of Common Stock (valued as of the Date of Exercise) to
satisfy withholding and employment taxes, or the Participant shall pay to
the Company in cash or Common Stock (valued as of the Date of Exercise)
sufficient amounts or shares to satisfy such obligation.
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
------------------------------------------
D. W. McGlaughlin
President & Chief Executive Officer
---------------------------------------------
Participant
-4-