Exhibit 10.10
January 31, 1997
Mr. Daniel J. Kohl
Equifax Inc.
1600 Peachtree Street, N.W.
Atlanta, GA 30309
Dear Dan:
As you and I have discussed, as a consequence of the Company's exit from the
healthcare information industry, your position as Senior Vice President and
Group Executive of Equifax Inc. will be eliminated effective January 31, 1997.
In light of this circumstance and in recognition of your dedicated service to
the Company, the Company has agreed to provide you certain benefits, subject to
the terms and conditions contained in this letter, upon termination of your
employment with the Company. All payments described in this letter are subject
to applicable federal and state withholding taxes. To confirm our
understanding, the benefits you will receive are set forth below.
1. SEVERANCE PAY: In lieu of severance pay benefits totaling $50,962 accorded
you under the Company's Severance Pay Plan, the Company will:
(A) RESTRICTED STOCK GRANT: effective January 31, 1997, fully vest 12,000
shares of Equifax restricted stock, granted to you in July 1995 with a
scheduled vesting date of December 31, 1998, and pay you a
corresponding cash bonus, equal to 75% of the market value of the
shares (based on the closing market price on the New York Stock
Exchange on January 31, 1997). Assuming a closing price of $32.00 per
share, the value of that stock and related cash award equals $672,000.
(B) PERFORMANCE SHARE PLAN AWARDS: waive fulfillment of the continuous
employment condition required for eligibility to receive payments
under the 1988 Performance Share Plan ("PSP"). In lieu of canceling
your two outstanding Performance Share Awards covering the measurement
periods 1995-97 and 1996-98, the Company will pay you in cash (based
on the closing market price on the New York Stock Exchange on January
31, 1997) a lump sum amount pro-rated according to your length of
employment during each award period. The 1995-1997 PSP Award
payment will be based on achievement of a "maximum" performance level
and the 1996-1998 PSP Award on a "target" performance level. There
will be no proration for the 1994-96 award, which will be paid in
accordance with the PSP Plan terms in February, 1997.
2. EXECUTIVE INCENTIVE PLAN (EIP): You will be eligible for your 1996 annual
incentive in accordance with the terms of the Plan and the satisfaction of
the various performance goals applicable to you. Our current projection of
your EIP award is a cash bonus of approximately 146% of salary paid during
1996, equalling $298,069.
3. STOCK OPTIONS: Outstanding and vested stock options held by you, as of
January 31, 1997, cover 67,750 shares at various exercise prices. Based on
a closing price of $32.00 a share, these options alone represent a
realizable gain to you of $705,918. These options will be exercisable in
accordance with the respective agreements of each option grant. Please be
aware that all vested options will be exercisable through your last day of
employment, except for those options granted January 31, 1996, which remain
exercisable for one (1) year following termination of employment. Also,
remember that the preferential tax treatment on all incentive stock options
will expire 90 days following your termination of employment. In light of
the significant severance benefits provided to you in the form of
restricted stock vesting, performance share accelerated payments, and other
benefits, no special stock option vesting will be recommended to the
Compensation Committee.
4. FINANCIAL PLANNING AND TAX SERVICES: You will be eligible to continue to
use Arthur Andersen LLP for your personal financial planning and tax
preparation at the Company's expense through December 31, 1997, subject to
the program maximum of $15,000 per annum.
5. EXECUTIVE LOAN: Your executive loan of $50,000, plus interest, from the
Company will be due and payable on January 31, 1997. Reimbursement by the
Company for interest due on that loan will be consistent with the Company's
normal practice and will be pro-rated. This payment may be netted from the
proceeds of your Performance Share award, described in paragraph 1(b)
above, if you desire.
6. OUTPLACEMENT ASSISTANCE: During your career transition, the Company will,
if requested, provide you outplacement services through The Mulling Group.
Those services will be available to you until such time as you accept
employment elsewhere, but in no event later than December 31, 1997.
7. OTHER BENEFITS: You are eligible to continue to receive medical and dental
benefits afforded under COBRA upon compliance with the applicable
provisions of COBRA and those of the respective Company medical and dental
plans. That information will be provided in your formal termination papers
which will be provided to you during January.
In consideration of the payments and benefits described in this letter, which
exceed those to which you are normally entitled under established Company plans,
you covenant and agree, for the period January 31, 1997 through January 31,
1998, that you will not, directly or indirectly, compete with Equifax or any of
its subsidiaries by carrying on a business substantially similar to the Business
as defined below. For purposes of this letter, the term "compete" means with
respect to the Business: (i) calling on, soliciting, taking away, accepting as
a client or customer or attempting to call on, solicit, take away or accept as a
client or customer any individual, partnership, corporation or association that
was a client or customer of Equifax during the twelve (12) calendar month period
preceding any such act; (ii) soliciting, taking away or attempting to solicit or
take away any employee of the Business; or (iii) for the period of this
Agreement, entering into or attempting to enter into any business substantially
similar to the Business, either alone or with any individual, partnership,
corporation or association.
For purposes of this letter, the words "directly or indirectly" as they modify
the word "compete" means (i) acting as an agent, representative, consultant,
officer, director, independent contractor, or employee of any entity or
enterprise which is competing with the Business; (ii) participating in any such
competing entity or enterprise as an owner, partner, limited partner, joint
venturer, creditor or stockholder (except as a stockholder holding less than one
percent (1%) interest in a corporation whose shares are actively traded on a
regional or national securities exchange or in the over-the-counter market); and
(iii) communicating to any such competing entity or enterprise the names and
addresses or any other information concerning any past, present, or identified
prospective client or customer of Equifax.
For the purposes of this letter, the term "Business" means the credit reporting,
collection service, mortgage loan reporting, check guarantee and verification,
credit and debit card authorization and processing, credit card marketing
enhancement, software products for managing credit card operations, underwriting
and claims reporting services, inspection and loss control services, workers'
compensation audits, software for commercial insurers, specimen testing for life
and health insurance applicants, and employment evaluation services in those
geographic areas where Equifax currently conducts these operations.
In addition to your agreement not to compete, you acknowledge, affirm and agree
to abide by the provisions contained in that Confidentiality and Assignment
Agreement executed by you and delivered to the Company on November 15, 1993.
Further, you agree to make no adverse comments about the Company or its
employees to the media or to any other party. Equifax will similarly make no
adverse comments to the media or third parties concerning your service or
performance of duties for the Company.
By signing below, you acknowledge that the payments and benefits provided you
under this letter by the Company (including, but not limited to benefits
described in paragraphs 1(a) and (b) above) are in excess of those benefits to
which you would otherwise be entitled upon your termination of employment.
Accordingly, this agreement, including all payments to be made under this
letter, will become binding upon the parties upon your return of an executed
General Release in the form attached hereto by February 19, 1997, and the date
that General Release becomes effective in accordance with its terms.
If this letter reflects your understanding of our agreement, please execute and
return the enclosed copy of this letter.
Sincerely,
Daniel W. McGlaughlin
Agreed to and accepted this _______ day of January, 1997.
Daniel J. Kohl