EXHIBIT 10.19
EQUIFAX INC.
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Restricted Stock Award
THIS AGREEMENT, dated the 1st day of February, 1995, between EQUIFAX INC.,
a Georgia corporation (the "Company"), and D. W. McGlaughlin ("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 1/29/97 (the "Date
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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,
14,921 shares of Common Stock of the Company (the "Restricted
Stock").
2. Terms and Conditions
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a) Conditions for Vesting. Attached hereto is Exhibit A - Conditions for
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Vesting, which is hereby incorporated by reference.
b) Stock Power. The Participant shall deliver to the Company a stock
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power, endorsed in blank, with respect the Restricted Stock.
c) Custody of Certificate. Custody of stock certificates evidencing
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shares of Restricted Stock shall by 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
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contrary notwithstanding, in the event of the Participant's dearth,
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
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from the Company or a Subsidiary in accordance with Participant's
applicable Retirement Plan.
5. Change in Control. For purposes of this Agreement, a "change in control of
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the Company" shall be deemed to exist in the event any person,
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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
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have the right to receive dividends and vote shares of Restricted Stock.
7. Fractional Shares. Fractional shares shall not be issuable hereunder, and
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when any provision hereof may entitle Participant to a fractional share
such fraction shall be disregarded.
8. Non Rights To Continue Employment. This Restricted Stock award does not
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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 Subsidiary to terminate a Participant's employment
at any time.
9. Change in Capital Structure. The terms of this Restricted Stock Award
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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 transaction to
which section 425 of the Code applies.
10. Governing Law. This Agreement shall be governed by the laws of the State
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of Georgia.
11. Conflicts. In the event of any conflict between the provisions of the Plan
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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
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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,
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this Agreement shall be binding upon an inure to the benefit of the
legatees, distributes, and personal representatives of the Participant and
the successors of the Company.
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14. Taxes. The Participant shall pay to the company such amount as may be
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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 Participant executes a withholding tax election form. In
such case a sufficient number of shares will be withheld to satisfy all tax
obligations.
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:
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J. T. Chandler
Corporate Vice President
Human Resources
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Participant
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