FORM OF
EQUIFAX INC.
EXECUTIVE LIFE AND SUPPLEMENTAL
RETIREMENT BENEFIT PLAN (U.S.)
SPLIT DOLLAR LIFE INSURANCE AGREEMENT
This Split Dollar Life Insurance Agreement is established and effective
between Equifax Inc., a corporation organized and existing under the laws of the
State of Georgia (the "Company"), ______________________ and (the
"Participant"), a Key Employee and Executive of the Company as of the 1st day of
January, 2000 (the "Commencement Date").
WITNESSETH:
WHEREAS, in the course of the Participant's employment, the Participant
has acquired experience and knowledge of considerable value to the Company; and,
WHEREAS, the Company wishes to continue this employment relationship
and, as an inducement thereto, is willing to make contributions to a life
insurance policy (the "Policy") issued by Pacific Life Insurance Company (the
"Insurer") as an additional form of compensation to the Participant as its
employee; and,
WHEREAS, the Participant is willing to receive and own a life insurance
policy on the Participant's life; and,
WHEREAS, in exchange for such contributions, the Participant has agreed
to participate in the Equifax Inc. Executive Life and Supplemental Retirement
Benefit Plan (U.S.) (the "Plan"), which consists of the Plan document, Questions
and Answers, this Agreement and the Collateral Assignment, to the extent
provided herein; and,
WHEREAS, the Participant shall freely undertake such reasonable steps
necessary to institute his participation in the Plan, including the assignment
to the Company of an interest in the Policy as provided herein.
NOW THEREFORE, in consideration of the foregoing and the mutual
covenants contained herein, the Company and the Participant mutually agree as
follows:
ARTICLE I
PURPOSE OF THE PLAN
The Plan is intended to qualify as a life insurance employee benefit
plan as described in Revenue Ruling 64-328, C.B. 1964-2, 11. The Plan is
established for the purpose of providing life insurance protection and is
intended to be an employee welfare benefit plan of the Employee Retirement
Income Security Act of 1974 ("ERISA"). The Plan is established for the purpose
of providing life insurance protection for a member of a select group of
management or highly compensated employees of the Company and is intended to be
an unfunded or insured welfare benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA").
ARTICLE II
POLICY AMOUNT
The Participant shall purchase the Policy on [his/her] life from the
Insurer in the face amount appropriate to provide at least the sum of the
Scheduled Death Benefit and an amount equal to the Company's Contributions to
the Policy as identified in Exhibit "A" attached hereto and made a part hereof.
ARTICLE III
POLICY INTERESTS
III.1 The Participant shall be the owner of the Policy and shall assign to
the Company an interest in the Policy as determined in Paragraph 3.3
(the "Company's Collateral Interest").
III.2 For purposes of this Plan, the term "Cash Value" shall mean the cash
surrender value of the Policy as defined in the Insurer's policy form
(the "Insurer's Policy") as identified in Exhibit "A" attached hereto
and made a part hereof.
III.3 Except as provided in the following sentence, for purposes of
termination of this Agreement prior to the Rollout Date (in accordance
with Paragraph 12.1), the Company's Collateral Interest shall be the
Cash Value, but not in excess of the Company's contributions to the
Policy. Notwithstanding the foregoing, in the event of termination of
the Participant's employment by the Company for Cause, or termination
prior to the third anniversary of the Commencement Date, the Company's
Collateral Interest shall be the entire Cash Value of the Policy.
III.4 For purposes of termination of this Agreement by reason of the
Participant's death (in accordance with Paragraph 12.2), the Company
shall be entitled to the Policy death benefit in an amount equal to the
Company's Collateral Interest, which in such event shall be the excess
of the Policy Death benefit over the Participant's Scheduled Death
Benefit described in Exhibit A.
III.5 The existence of the Company's Collateral Interest shall be evidenced
by filing with the Insurer an assignment in a form accepted and
required by the Insurer (the "Assignment").
III.6 The Participant's Policy Interest shall be the Cash Value or the death
benefit, as appropriate, in excess of the Company's Collateral
Interest.
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ARTICLE IV
INCIDENTS OF OWNERSHIP
IV.1 The Participant shall have full incidents of ownership over the
Participant's Policy Interest as provided in the Insurer's Policy;
nonetheless, the Participant has agreed in this Agreement and confirmed
by the Assignment that the Company has certain rights with respect to
the Policy.
IV.2 The Participant hereby assigns to the Company the right to exercise
certain incidents of ownership over the Policy to protect the Company's
Collateral Interest, including the right to borrow or withdraw from the
Policy to the extent of its Collateral Interest until the third
anniversary of the Participant's Commencement Date, and thereafter, as
provided in this Agreement and in the Assignment, including the right
to receive all or a portion of the death benefit equal to its
Collateral Interest, so long as those incidents of ownership are not in
contradiction to, or in addition to, the incidents of ownership
provided in the Insurer's Policy. In the event of termination of
employment by the Company for Cause, either before, or after said third
anniversary, the Company shall nonetheless be entitled to recover its
entire Collateral Interest to the extent of any Cash Value.
IV.3 Neither the Company nor the Participant shall take any action that
would jeopardize the interests of the other party under the Plan,
except that the Company shall have total discretion to amend or
terminate the Plan, including this Agreement, at any time as provided
in Article X below, regardless of its potential future effect on the
Participant's interest.
ARTICLE V
PAYMENT OF PREMIUMS
During the continuation of this Agreement and the Plan, the
Company agrees to remit to the Insurer the scheduled annual premium due
in a timely manner at the beginning of each Policy year and before the
expiration of the grace period.
ARTICLE VI
ASSIGNMENT OF THE AGREEMENT
Either of the parties to this Agreement may assign their rights,
interest and/or obligations under this Agreement, provided, however, that any
assignment shall be made subject to all terms and provisions of the Plan and
this Agreement.
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ARTICLE VII
INVESTMENT OF POLICY ASSETS
VII.1 The Company shall have the authority to exercise all investment
direction rights under the Policy as to the Policy's cash surrender
value until the third anniversary of the Participant's Commencement
Date.
VII.2 Commencing on the third anniversary of the Participant's Commencement
Date, the Participant shall have the authority to exercise all
investment direction rights under the Policy as to the Policy's Cash
Value. In the event that the Company, in its sole discretion,
determines that it is necessary to do so in order to protect its
Collateral Interest, the Company may assume said investment authority
with respect to its Collateral Interest after ten (10) days written
notice to Participant.
ARTICLE VIII
POLICY LOANS
VIII.1 The Company may borrow from the Cash Value of the Policy, or pledge the
Policy, according to the Policy provisions, provided that after the
third anniversary of the Participant's commencement of participation in
the Plan, the amount which may be borrowed or pledged by the Company
shall not exceed the Company's Collateral Interest.
VIII.2 Commencing on the third anniversary of the Participant's Commencement
Date, the Participant may borrow against the Cash Value of the Policy,
but not in excess of 50% of the Cash Value in excess of the Company's
Collateral Interest, determined at the time of the loan.
ARTICLE IX
RECOVERY OF COMPANY CONTRIBUTIONS
IX.1 The Company shall have the right to recover its contributions to the
Policy at any time to the extent of the Cash Value. It is the Company's
intention, however, to withdraw an amount equal to its contributions,
unadjusted for earnings or losses, on the "Rollout Date," which shall
be the earliest to occur of the following events:
(a) The later of (i) the fifteenth anniversary of the
Participant's Commencement Date, or (ii) Participant's
attainment of age sixty (60);
(b) The Participant's voluntary termination of employment from the
Company other than for (i) retirement or (ii) Good Reason
after a Change in Control of the Company;
(c) Termination of the Participant's employment by the Company for
Cause;
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(d) The Participant's engagement in Competitive Activity or other
activity harmful to the Company during the year following his
termination of employment; or
(e) Termination of the Plan or this Agreement.
The terms Change in Control, Competitive Activity, Good Reason, and Cause are
defined in the Plan document.
ARTICLE X
AMENDMENT OF THE AGREEMENT
This Agreement and the Plan may be amended by the Company at any time
in its sole discretion, subject to any restrictions on the power of amendment
contained in the Plan document; provided, however, that any amendment to this
Agreement which imposes new responsibilities on the Participant must be by
mutual agreement of the Participant and the Company and such amendment shall be
in writing and signed by the Participant and the Company.
ARTICLE XI
MERGER AND REORGANIZATION OF COMPANY
In the event of the Company's merger, consolidation, or reorganization
of its business activities with any other company or organization, the Company
will use its best efforts to insure that the other company or organization
agrees to assume all obligations of the Company under the Plan and this
Agreement.
ARTICLE XII
TERMINATION OF AGREEMENT
XII.1 This Agreement may be terminated, subject to Paragraphs (a) and (b) of
this Section 12.1 below, at the Rollout Date, or, in the Company's sole
discretion, at any earlier or later date. Termination of this Agreement
shall be evidenced by a writing signed by the Company and delivered to
the Participant.
(a) In the event of termination of this Agreement as provided in
this Paragraph 12.1, the Participant shall have the obligation
to repay the Company within 60 days of the date of termination
an amount equal to the Company's Collateral Interest less any
Policy indebtedness to the Insurer, or other indebtedness,
incurred by the Company and secured by the Company's
Collateral Interest and less any partial surrender, or
withdrawal, taken by the Company from the Company's Collateral
Interest.
If this Agreement is terminated under this Paragraph (a) of
this Paragraph 12.1, upon receipt of an amount equal to its
Collateral Interest from the Participant, the Company shall
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take all steps necessary to release the Assignment such that
the Company's Collateral Interest comes under the full control
of the Participant and the Company no longer has any rights,
interest, and/or obligations, whatsoever, under the Policy.
(b) If the Participant fails to repay said amount to the Company
within 30 days of the date of termination of this Agreement
pursuant to the provisions of Paragraph 12.1(a), the Company
may execute its rights pursuant to the Collateral Assignment
to recover the entire amount of its Collateral Interest.
XII.2 This Plan may be terminated in the event of the death of the Insured by
the receipt by the Company of an amount of death benefit equal to (i)
the Company's Collateral Interest (less any Policy indebtedness, or
other indebtedness, incurred by the Company and secured against the
Company's Collateral Interest and less any partial surrender, or
withdrawal, taken by the Company from the Company's Collateral
Interest) plus (ii) any amount of the remaining death benefit which
exceeds the Participant's scheduled death benefit referenced on Exhibit
A.
ARTICLE XIII
NOT AN EMPLOYMENT CONTRACT
The Plan, which includes this Agreement, is strictly voluntary
undertakings on the part of the Company and shall not be deemed to constitute an
employment contract between the Company and the Participant. Nothing contained
in the Plan shall be deemed to give the Participant the right to be retained in
the employ of the Company or to interfere with the right of the Company to
discharge the Participant at any time.
ARTICLE XIV
INSURER PROTECTION
XIV.1 The Insurer shall be bound only by the terms and provisions of its
Policy and by the terms and provisions of the Assignment, but only if
that Assignment is made in a form acceptable and required by the
Insurer and duly filed with the Insurer. Any payments made or actions
taken by the Insurer in accordance with the Policy and the Assignment
shall fully discharge it from all claims, suits and demands of all
persons whatsoever. The Insurer shall in no way be bound by or be
deemed to have notice of the terms and provisions, or any other rights,
duties, obligations, or conditions of the Plan or this Agreement.
XIV.2 No term or provision herein shall be construed or deemed to grant any
right to the Insurer to demand payment of any premium as a third-party
beneficiary of the Plan or otherwise.
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ARTICLE XV
PAROL EVIDENCE AND GOVERNING LAW
The Plan, including this Agreement, sets forth the entire agreement of
the Company and the Participant. Any and all prior and contemporaneous
agreements, to the extent inconsistent herewith, are superseded. Where not
superseded by federal law, the law of the state of Georgia shall govern the
Plan, which includes this Agreement.
ARTICLE XVI
INTERPRETATION
Words and phrases herein shall be construed as in the singular or
plural as masculine, feminine or neuter gender, as appropriate. The Article
titles used herein are for organizational purposes only and shall have no
determinative effect upon the rights, interests, and/or duties created in this
Agreement.
ARTICLE XVII
SEVERABILITY
In the event that a court of competent jurisdiction determines that any
provision of the Plan or this Agreement is unenforceable, the remaining
provisions of the Plan and this Agreement shall continue in full force and
effect.
IN WITNESS WHEREOF, the parties hereto acknowledge that each has
carefully read this Agreement and executed the original thereof as of the 1st
day of January, 2000, and that, upon execution, each has received a confirming
copy.
______________________________________ ____________________________________
(WITNESS) EQUIFAX INC.
By:_________________________________
Title
______________________________________ ____________________________________
(WITNESS) (PARTICIPANT)
By:_________________________________
Title
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EXHIBIT "A"
PART I - LIFE INSURANCE POLICY
Insurer: Pacific Life Insurance Company
Policy Number:
Date of Policy:
Scheduled Death Benefit: $_________________
PART II - BENEFICIARY
- ------------------------
This Exhibit "A" is a part of the Collateral Assignment Split Dollar
Life Insurance Agreement, entered into by and between Equifax Inc., _________
_________________ and as of January 1, 2000.