EXHIBIT 10.1
EQUIFAX INC.
1988 PERFORMANCE SHARE PLAN FOR OFFICERS
ARTICLE I
PURPOSE
The purpose of the plan is to provide incentive to key Officers of the
corporation (Equifax Inc. and/or its subsidiaries) who contribute in a
substantial degree to the long-term success of the Company, to provide a means
for such Officers to participate in such success and to assist in attracting and
retaining the highest quality people in key executive positions.
ARTICLE II
DEFINITIONS
The following words and phrases shall have the respective meanings set
forth below (unless the context indicates otherwise).
(1) "Approval of Shareholders" shall mean the affirmative vote of the
holders of at least a majority of the shares of common stock of the
Company then outstanding.
(2) "Committee" shall mean the Management Compensation Committee of the
Equifax Inc. Board of Directors, as the same from time to time may be
constituted.
(3) "Common Stock" means the Common Stock, $2.50 par value per share, of
the Company.
Revised 3/18/92
(4) "Company" shall mean Equifax Inc.
(5) "Earnings Per Share" shall mean, with respect to any fiscal year of
the Company, the Company's primary earnings per share after taxes from
continuing operations for such fiscal year, as determined in
accordance with generally accepted accounting principles consistently
applied, as shown in the (consolidated) financial statements of the
Company for such fiscal year certified by its independent certified
public accountants, but excluding capital gains or losses, extra-
ordinary items (including any acquisition or divestiture which is
reported on Form 8-K) and the amount accrued for the expense of this
plan, all on an after-tax basis, based on applicable tax law on the
date the Share Unit is awarded, so that any change or changes in any
tax or accounting law or regulation during the course of the
Measurement Period will be disregarded in determining the amount of
awards to be distributed following the close of the Measurement
Period.
(6) "Eligible Officer" shall mean Equifax Inc. elected Officers and any
other key Officer of Equifax Inc. or a subsidiary or division of
Equifax Inc. as determined by the Committee, from time to time,
including any such Officer who is a Director. An Eligible Officer
shall not include an Officer who is not a full-time employee, even
though said Officer is a Director, except that a person who was an
Eligible Officer and a Director immediately prior to his retirement as
an employee of the Company shall continue to be an Eligible Officer so
long as he retains his position as an Officer and Director.
(7) "Measurement Period" shall mean the three fiscal years of the Company
commencing with the fiscal year 1988, provided awards of share units
are made prior to July 31, 1988; otherwise, it shall mean the three
fiscal years of the Company commencing with the fiscal year following
that in which the award of a particular share unit is made; except
that the Measurement Period for a Share Unit awarded in the first
quarter of the fiscal year shall be the three fiscal years of the
Company commencing with the fiscal year in which the award is made.
(8) "Return on Equity" shall mean, with respect to any Measurement Period,
the percentage determined by dividing the sum of the Company's net
earnings after taxes from continuing operations, as shown in the
financial statements of the Company for such fiscal years certified by
its independent certified public accountants, but excluding capital
gains or losses, extraordinary items (including any acquisition or
divestiture which is reported on Form 8-K) and the amount accrued for
the expense of this plan, all on an after-tax basis, for the three
fiscal years included in the Measurement Period by the sum of the
shareholders' equity of the Company as of the beginning of each such
year, based on applicable tax law on the date the Share Unit is
awarded, so that any change or changes in any tax or accounting law or
regulation during the course of the Measurement Period will be
disregarded in determining the amount of awards to be distributed
following the close of the Measurement Period.
(9) "Share Unit" shall mean the right to receive, subject to the
provisions of Articles V and VI of this plan, one share of Common
Stock plus an amount
3
of cash equivalent to all cash dividends that would have been paid to
the holder of such Share Unit, if one share of Common Stock had been
issued to the holder on the date the Share Unit was issued. Provided,
however, that in no event will such cash equivalent to dividends be
paid on any Share Units forfeited.
ARTICLE III
ELIGIBILITY
All Equifax Inc. elected Officers, and any other key Officers of Equifax
Inc. or its subsidiaries or divisions, as determined by the Committee, from time
to time, shall be eligible for participation in this plan.
ARTICLE IV
ADMINISTRATION OF PLAN AND
SELECTION OF PARTICIPANTS
This plan shall be administered by the Committee, and the Committee shall
(1) construe and interpret the plan, (2) make such reasonable rules and
regulations for the administration of the plan as it deems advisable, and (3)
determine, from time to time, those Officers who are to be awarded Share Units
and the number of Share Units to be awarded to each such Officer. In construing
and interpreting the plan, including the appropriateness of the forfeiture
provisions, the Committee is authorized to modify, from time to time, such
forfeiture provisions so as to eliminate forfeitures of Share Units where, in
the Committee's judgment, circumstances encountered over the Measurement Period
4
warrant such modification. Any determination by the Committee in administering,
interpreting or construing the plan in accordance with this Article shall be
final, binding and conclusive for all purposes and upon all interested persons.
ARTICLE V
NUMBER OF SHARES SUBJECT TO PLAN
ADJUSTMENTS, EFFECTIVE DATE AND TERMINATION
Subject to the provisions hereafter in this Article set forth, the number
of shares of Common Stock issued under this plan shall not exceed 600,000. In
the event that the Common Stock should, as a result of a stock-split, stock
dividend, reclassification, reorganization, recapitalization, combination of
shares or any other similar change, be changed into or exchanged for a different
number or kind of shares of stock or other securities of the Company or of any
affiliated corporation or entity, the number of shares of Common Stock then
subject to Share Units previously granted and then outstanding, and the
remaining shares of Common Stock which may be issued under this plan, shall be
appropriately adjusted by the Committee to reflect such change or exchange;
provided, however, that any fractional shares resulting from any such
adjustments shall be disregarded and the number of shares rounded to the next
lower whole number. If any Shares of Common Stock represented by Share Units
awarded under this plan are forfeited, cancelled, or otherwise fail to be
issued, whether for failure to satisfy the conditions set forth in Article VI
hereof or otherwise, such Common Stock shall return to the status of authorized
but unissued under the plan. Subject to the approval of the shareholders of
the Company, this plan shall become effective for the year commencing January 1,
1988. No Share Units may be awarded under this plan after
5
January 31, 2000.
ARTICLE VI
RIGHT TO RECEIVE COMMON STOCK
AND DIVIDEND EQUIVALENTS
Subject to the provisions of Article V and this Article VI, the holder of
each Share Unit shall be entitled to receive the Common Stock and cash to which
such unit entitles him as soon as practical after the end of the Measurement
Period with respect to that unit; provided, however, that:
(a) Each Share Unit awarded under the plan shall be forfeited and
cancelled in all respects, and no Common Stock or cash shall be
delivered or paid to the holder thereof, in the event that:
(i) The employment of such holder by the Company is terminated,
either voluntarily or involuntarily, by the Company or the
holder, for any reason whatsoever (subject to the provisions of
Article VII hereof) prior to the end of the Measurement Period
for that Share Unit, or
(ii) The employment status of the holder has changed prior to
the end of the Measurement Period for that Share Unit so that the
holder is no longer an Eligible Officer.
(iii) The Return on Equity for the initial Measurement Period
for such Share Unit is less than twenty percent (20%).
(b) A portion, or all, of each award of Share Units shall be forfeited and
6
cancelled in all respects, and no Common Stock or cash shall be
delivered or paid with respect to the portion of such award so
forfeited and cancelled, in the event that the aggregate Earnings Per
Share for the initial Measurement Period with respect to the Share
Units which were the subject of such award is not at least equal to an
index of 399 (or 15% compounded rate of increase) of the Earnings Per
Share for the fiscal year (the "Base Year") immediately preceding such
Measuring Period. The portion of each such award to be forfeited
shall be determined in accordance with the following table:
If Aggregate Earnings Per
Share for Measurement Period
as an index of Earnings Per Percentage of Share
Share for Base Year is Units Forfeited
---------------------------- -------------------
At Least But Less Than
399 --- None
381 399 10%
364 381 25%
350 364 50%
--- 350 100%
(c) The Committee shall establish, for each Measurement Period commencing
after 1988, the Company goals for aggregate Earnings Per Share and
Return on Equity. The Committee may also establish such additional
goals as the Committee, in its discretion, deems appropriate. These
goals will be established on or before the date any Share Units
relating to said Measurement Period are awarded. The goals will be
established with consideration given to the economic conditions
existing at the time said
7
goals are established. A portion, or all, of each award of Share
Units shall be forfeited and cancelled in all respects, and no Common
Stock or cash shall be delivered or paid with respect to the portion
of such award so forfeited and cancelled, in the event that the goals
established for the Measurement Period are not achieved, all as
prescribed by the Committee. The Committee shall cause each holder of
Share Units to receive written notice of the goals established for the
Measurement Period to which said Share Units relate, along with the
forfeiture provisions relating to said Share Units.
Nothing contained in this Article VI or elsewhere in this plan shall
eliminate, impair or otherwise affect the right of the Company to terminate or
change the employment of any Officer at any time, and the award of Share Units
to any such Officer shall not be deemed to, and shall not, result in any
agreement, expressed or implied, by the Company to retain such employee in any
specific position or in its employ for the duration of the Measurement Period
with respect to such Share Units or for any other period. Subject to the
provisions of this paragraph, each holder of Share Units may elect, by
delivering written notice of such election to the Secretary of the Company
during the period defined below, to surrender his or her right to receive up to
one-half of the Common Stock that would otherwise be issued with respect to such
Share Units at the end of the Measurement Period, in exchange for the right to
receive an amount of cash equal to the "Fair Market Value," as defined below, of
the shares of Common Stock the right to which is so surrendered. In order to be
effective, such written notice of election must be delivered to the Secretary of
the Company during a period beginning
8
on the third business day following release for publication (in the manner
hereinafter set forth) of the Company's quarterly statements of sales and
earnings for the third fiscal quarter of the third fiscal year of the
Measurement Period and ending on the twelfth business day following said release
for publication. Any such election shall be subject to the right of the
Committee to disapprove the same, in whole or in part, at any time after such
election but prior to the issuance of shares of Common Stock with respect to the
particular Share Unit in accordance with the provisions of this plan. In the
event of the death, disability or retirement of the Officer holding the Share
Units, at any time during the Measurement Period to which said Share Units
relate, the award shall be distributed as provided in Article VII hereof
regardless of any election made by such Officer. The release for publication of
the Company's quarterly statements as referred to in the first sentence of this
paragraph shall be deemed to have been made at the time such data appears (i) on
a wire service, (ii) in a financial news service, (iii) in a newspaper of
general circulation or (iv) is otherwise made publicly available. For purposes
of this paragraph, the "Fair Market Value" of the Common Stock shall be deemed
to be the closing sale price thereof on the New York Stock Exchange on the last
business day of the Measurement Period. If the shares of Common Stock did not
trade on such last business day, the "Fair Market Value" shall be deemed to be
the closing sale price on
the last previous day on which trading occurred in the Common Stock on such
Exchange.
9
ARTICLE VII
DEATH, DISABILITY OR RETIREMENT OF ELIGIBLE OFFICER
OR CHANGE IN CONTROL OF THE COMPANY
(a) In the event of the termination of employment with the Company
during any Measurement Period of any Officer who then holds Share Units under
this plan by reason of the death or disability or retirement of such Officer,
the Committee may, but shall not be obligated to waive the continuation of the
employment requirement set forth in paragraph (a)(i) of Article VI above. In
the event that such requirement is waived, such Officer or his estate, as the
case may be, will be entitled to receive an award in cash equivalent to a pro
rata portion of the amount which said Officer would have received, if the
employment of such Officer had continued through the Measurement Period for such
Share Units. For purposes of Article VI and this Article VII, an Eligible
Officer shall not be deemed to have terminated his employment although he
retires from said employment, if he continues to serve as an elected Officer of
Equifax Inc. or a subsidiary of the Company and to serve as a Director of
Equifax Inc.; said Officer shall be deemed to have terminated his employment
when his term of office expires and he is not re-elected thereto, or when he is
removed or resigns from office, if earlier.
(b) This pro rata portion shall be computed as follows:
(i) The shares of Common Stock shall be replaced with a cash amount
equivalent to the "Fair Market Value" of said shares, as
described in Article VI hereof;
(ii) The sum resulting from the immediately preceding calculation
will
10
be added to the other cash portion of the award representing
dividend equivalents, as described in Article II (9) hereof;
(iii) The resulting sum will be multiplied by a fraction, the
numerator of which shall be the number of full calendar months
during the Measurement Period prior to the Officer's death,
disability or retirement and the denominator of which shall be
thirty-six (36).
(c) In the event of the termination of employment with the Company, for
any reason, of any Officer after completing a Measurement Period, but before
distribution of his award is made, such Officer or his estate, as the case may
be, will be entitled to receive the shares of Common Stock and cash represented
by the Share Units held by such Officer at the end of the Measurement Period to
the same extent, in the same manner and at the same time as if the employment of
such Officer had not terminated.
(d) If there is a "change in control of the Company," as hereinafter
defined, during any Measurement Period, then, notwithstanding any other
provision of this plan to the contrary, any Officer holding any Share Unit shall
be irrevocably entitled to receive, in lieu of the cash and stock represented by
the Share Unit, an amount in cash which is equal to the Fair Market Value of the
stock, plus the cash which said Officer would have received in the absence of
such "change of control of the Company," and said Officer shall be so entitled
regardless of whether there is a change in employment status subsequent to such
"change in control of the Company." Such payment will be made within sixty (60)
days following the end of the applicable Measurement Period. In determining the
amount of such cash payment, the aggregate Earnings Per Share for the
Measurement Period will be the greater of actual Earnings Per Share for the
Measurement Period or the result of projecting Earnings Per Share for the entire
11
Measurement Period at the same annually compounded rate of increase of
Earnings Per Share actually experienced by the Company over that portion of the
Measurement Period prior to such "change of control of the Company." If
twelve months of the Measurement Period have not occurred prior to the "change
of control of the Company," then aggregate Earnings Per Share for the
Measurement Period will be projected to be an amount such that the percentages
of forfeitures and cancellations, as provided in Article VI, do not exceed the
percentages of forfeitures and cancellations applicable to awards for the most
recently completed Measurement Period. In determining the "Fair Market Value"
of the Common Stock for purposes of such payment, the Fair Market Value of the
Common Stock shall be the highest price at which the Common Stock of the Company
traded on the New York Stock Exchange during the three (3) months immediately
prior to the "change in control of the Company."
(e) For purposes of this Article VII, a "change in control of the Company"
shall be deemed to have occurred 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, shall own of record or beneficially more than
fifty percent (50%) of the outstanding shares of any class of voting stock of
the Company.
ARTICLE VIII
NO RIGHTS AS SHAREHOLDER;
NONALIENATION OF BENEFITS
12
Until such time as Common Stock represented by a Share Unit is delivered to
the holder of such unit, such holder shall have no right, title or interest in
any specific share or shares of Common Stock, no right to vote such Common Stock
or to receive dividends thereon or any other right or privilege of a shareholder
of the Company.
Neither Share Units, the certificates referred to in Article IX below nor
any other right or benefit under this plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be
void and shall not be recognized or given effect by the Company.
ARTICLE IX
CERTIFICATES OF AWARD
The Company shall execute and deliver to each Officer awarded Share Units a
certificate, in the form prescribed by the Committee, evidencing such award and
stating the date thereof and number of Share Units that are the subject of the
award.
ARTICLE X
REGISTRATION AND LISTING
OF COMMON STOCK
The Company may, at its discretion, cause the shares of Common Stock issued
under this plan to be registered under the Securities Act of 1933, on Form S-8
or a substantially similar form, and to be registered under any applicable state
securities laws,
13
prior to the delivery of such shares. In the event that the issuance of any
such shares is not so registered, the Company may require, as a condition to the
issuance thereof, that the Officer to whom such shares are to be issued
represent and warrant in writing to the Company that the shares are being
acquired by him for investment for his own account and not with a view to, for
resale in connection with, or with an intent of participating directly or
indirectly in, any distribution of such shares within the meaning of that Act,
and a legend to that effect may be placed on the certificate(s) representing
such shares.
The Company shall cause the shares of Common Stock to be issued under this
plan to be listed on each securities exchange on which the Common Stock is
listed prior to the delivery of such shares.
ARTICLE XI
AMENDMENT, SUSPENSION OR
TERMINATION OF PLAN
The Board of Directors of the Company may amend, suspend or terminate this
plan in whole or in part at any time; provided that no such amendment,
suspension or termination shall adversely affect the rights of the holders of
any Share Units then outstanding; and provided further that, without the
approval of the shareholders of the Company, no modification of this plan by the
Board of Directors shall increase the number of shares of Common Stock which may
be issued hereunder.
14