EXHIBIT 10.18
EQUIFAX INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated
October 1, 1989
EQUIFAX INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Table of Contents
Page
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ARTICLE 1 - DEFINITIONS
1.1 Accrued Benefit 1
1.2 Actuarial Equivalent 1
1.3 Beneficiary 1
1.4 Code 2
1.5 Company 2
1.6 Credited Service 2
1.7 Eligible Employees 2
1.8 Executive Committee 2
1.9 Exempt Grade 2
1.10 Final Average Earnings 2
1.11 Plan 3
1.12 Plan Earnings 3
1.13 Retirement Income Plan 3
1.14 Retirement Income Plan Benefit 3
ARTICLE 2 - ELIGIBILITY
2.1 Eligibility Requirements 4
2.2 Frozen Participation as of October 1, 1989 5
2.3 Schedule of Eligible Employees 5
ARTICLE 3 - BENEFITS
3.1 Amount of Benefit 6
3.2 Disability Benefit 9
3.3 Benefit Accrual 10
3.4 Vesting 10
3.5 Normal Form of Payment 11
3.6 Preretirement Death Benefit 11
3.7 Postretirement Death Benefit 11
3.8 Lump Sum Payment 12
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Page
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ARTICLE 4 - NONFUNDED PLAN
4.1 Payment From General Treasury 13
4.2 Assets Subject to General Creditors 13
4.3 No Participant Contributions 14
ARTICLE 5 - RIGHTS OF EMPLOYEES AND OTHERS
5.1 Limitation on Rights Under Plan 15
5.2 No Employment Rights 15
5.3 Nonalienation 15
ARTICLE 6 - AMENDMENT AND TERMINATION OF THE PLAN
6.1 Amendment of the Plan 16
6.2 Termination of the Plan 16
ARTICLE 7 - MISCELLANEOUS
7.1 Headings 17
7.2 Construction 17
7.3 Administration 17
7.4 Withholding for Taxes 17
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EQUIFAX INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated Effective October 1, 1989
WHEREAS, the Company currently maintains the Equifax Inc. U.S. Retirement
Income Plan, which is a qualified defined benefit pension plan (the Retirement
Income Plan) for the benefit of its eligible employees; and
WHEREAS, Section 415 of the Internal Revenue Code of 1986 (the Code) imposes a
maximum benefit limitation on annual payments from the Retirement Income Plan,
and Code Section 401(a)(17) limits the amount of each participant's annual
compensation which can be taken into account under the Retirement Income Plan
to $200,000, as indexed to the CPI beginning in 1990; and WHEREAS, the Company
also maintains the Equifax Inc. Deferred Bonus Compensation Plan (the Bonus
Plan), pursuant to which certain executive employees of the Company may defer
receipt of bonuses otherwise currently payable by the Company; and
WHEREAS, bonuses paid by the Company are included in compensation in a limited
manner for purposes of calculating benefits accrued under the Retirement Income
Plan; and
WHEREAS, certain participants in the Retirement Income Plan would be entitled
to a greater benefit if it were calculated by ignoring the limitations under
Code Sections 415 and 401(a)(17) and by including annual bonuses, whether paid
currently or deferred under the Bonus Plan, to the extent the bonus does not
exceed 50 percent of the participant's annual base salary including any
tax-deferred amounts contributed under Code Sections 401(k) and/or 125; and
WHEREAS, the Company previously adopted the Equifax Inc. Supplemental
Executive Retirement Plan (the Plan) to provide to such participants in the
Retirement Income Plan supplemental payments from its general assets to bring
their total retirement benefits to the amount they would be entitled to receive
under the Retirement Income Plan if their benefit under the Retirement Income
Plan were calculated as described in the preceding paragraph; and
WHEREAS, the Company desires to amend and restate the Plan, effective as of
October 1, 1989, to provide additional supplemental retirement benefits, payable
from its general assets or from a trust or other fund as designated by the Board
of Directors of Equifax Inc., to executive employees in Exempt Grades No. 37 and
higher to ensure the payment of a competitive level of retirement income in
order to recruit, retain and motivate selected executive employees; and
WHEREAS, the Company desires to provide for the immediate payment of the
supplemental retirement benefits payable under this Plan to any vested Plan
participant who becomes disabled, regardless of his age and service; and
NOW, THEREFORE, in consideration of the foregoing and of the valuable services
rendered and to be rendered to the Company by its executive employees who are
covered by this Plan, the Company hereby adopts the amendment and restatement of
the Plan as set forth below. United States subsidiaries of Equifax Inc. may
adopt this Plan subject to consent of the Board of Directors of Equifax Inc. The
amended and restated Plan will include the provisions set forth below:
ARTICLE I
Definitions
As used in the Plan, the following words and phrases and any derivatives
thereof will have the meanings set forth below unless the context clearly
indicates otherwise. Definitions of other words and phrases are set forth
throughout the Plan. Section references indicate sections of the Plan unless
otherwise stated. The masculine pronoun includes the feminine, and the singular
number includes the plural and the plural the singular, whenever applicable.
1.1 Accrued Benefit. The Eligible Employee's accrued benefit as defined under
the Retirement Income Plan.
1.2 Actuarial Equivalent. A benefit of equal value, determined in the same
manner as under the Retirement Income Plan except that the interest assumption
will be the Pension Benefit Guaranty Corporation immediate annuity rate in
effect on the first day of the first calendar year for which the benefit is
payable.
1.3 Beneficiary. The person whom the Eligible Employee has designated as his
joint annuitant or other beneficiary under the Retirement Income Plan.
1.4 Code. The Internal Revenue Code of 1986 as amended from time to time, and
rules and regulations issued under the Code.
1.5 Company. Equifax Inc. and any United States subsidiary of Equifax Inc.
that adopts this Plan with the consent of the Board of Directors of Equifax Inc.
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1.6 Credited Service. The Eligible Employee's credited service as defined
under the Retirement Income Plan.
1.7 Eligible Employees. Employees and former employees of the Company who have
satisfied the eligibility requirements set forth in Section 2.1.
1.8 Executive Committee. The Executive Committee of the Board of Directors of
Equifax Inc.
1.9 Exempt Grade. The salary grading system which the Companies use to
classify managerial employees. For any Company which does not use a salary
grading system, the Executive Committee will designate an equivalent system to
grade Eligible Employees.
1.10 Final Average Earnings. The annual average of the Eligible Employee's
Plan Earnings during the 36-consecutive-month period of his employment with the
Company which produces the highest average.
1.11 Plan. The Equifax Inc. Supplemental Executive Retirement Plan as amended
from time to time.
1.12 Plan Earnings. The Eligible Employee's annual base salary including any
tax-deferred amounts contributed under Code Sections 401(k) and/or 125 and
excluding payments under the Performance Share Plan, plus, for purposes of the
benefit provided under Subsection 3.1(a), 100 percent of his annual paid or
deferred bonus.
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1.13 Retirement Income Plan. The Equifax Inc. U.S. Retirement Income Plan, as
amended from time to time, and any successor plan.
1.14 Retirement Income Plan Benefit. The benefit actually paid or payable
under the Retirement Income Plan to the Eligible Employee or to his Beneficiary,
as adjusted under all applicable provisions of the Retirement Income Plan,
including but not limited to adjustments for the form of payment and/or early
payment.
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ARTICLE 2
Eligibility
2.1 Eligibility Requirements. The employees and former employees of a Company
who will be eligible to participate in the Plan include those who meet all of
the following conditions:
(a) are or were officers or assistant officers of a Company;
(b) are designated by the Executive Committee as being eligible for benefits
under this Plan;
(c) are or were participants in the Retirement Income Plan;
(d) have sufficient Plan Earnings and Credited Service to be eligible for a
benefit under Section 3.1; and
(e) either (1) are in Exempt Grade 37 or above or an equivalent grade, or
(2) were first designated as Eligible Employees before October 1, 1989 and are
listed on Schedule B attached to this Plan.
2.2 Frozen Participation as of October 1, 1989. Eligible Employees below
Exempt Grade No. 37 who were designated as such before the effective date of
this amendment and restatement on October 1, 1989, will continue to participate
in this Plan and will be eligible to receive the benefit described in Subsection
3.1(b). In the event such Eligible Employee subsequently achieves Exempt Grade
No. 37 or above and the Executive Committee designates him as an Eligible
Employee with Exempt Grade status, he will then be eligible to receive any
benefit for which he is eligible under Subsection 3.1(a).
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2.3 Schedule of Eligible Employees. The Pension and Profit Sharing Committee
will be responsible for maintaining a list of Eligible Employees.
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ARTICLE 3
Benefits
3.1 Amount of Benefits. To the extent vested under Section 3.4 and at the time
described in this Section, each Eligible Employee will be eligible to receive
the benefit described in either Subsection (a) or (b), as applicable, which
benefit will be paid in the same form and adjusted for the form of payment in
the same manner as his Retirement Income Plan Benefit.
(a) Exempt Grade Nos. 37 and Above who Retire After Reaching Age 55. A
benefit will be payable from this Plan to the two respective groups of Eligible
Employees identified below, in the respective amounts identified below. The
benefit payable under this Plan to the Eligible Employee in Exempt Grade No. 37
or higher, who retires after reaching age 55 and before reaching age 65, will
not be reduced for early payment. For purposes of this Subsection (a), the
Eligible Employee who terminates employment for any reason with at least 5 years
of Credited Service will be treated as having retired.
(1) Exempt Grade Nos. 46 and Above. Each Eligible Employee in Exempt Grade
Nos. 46 and above who retires after reaching age 55 will be eligible to receive
a benefit in an annual amount equal to 3 percent of his Final Average Earnings,
multiplied by the number of his years of Credited Service up to 20
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years, minus the annual amount of his Retirement Income Plan Benefit. Each such
Eligible Employee who retires after reaching age 65 will be eligible to will be
eligible to receive a benefit in an annual amount equal to 60 percent of his
Final Average Earnings, regardless of the number of his years of Credited
Service, minus the annual amount of his Retirement Income Plan Benefit, and if
he has fewer than 20 years of Credited Service, minus the actuarial equivalent
of the aggregated annual or annualized amount of his qualified and nonqualified
defined benefit plan retirement benefits received or receivable from all
previous employers.
(2) Exempt Grade Nos. 37 through 45. Each Eligible Employee in Exempt Grade
Nos. 37 through 45 who retires after reaching age 55 will be eligible to receive
a benefit in an annual amount equal to 1.5 percent of his Final Average Earnings
multiplied by the number of his years of Credited Service up to 40 years, minus
the annual amount of his Retirement Income Plan Benefit; provided that he will
be given credit for a number of additional years of Credited Service equal to
the least of (A) years to age 65, (B) years to a total of 40, or (C) 5 years.
(b) Participants as of September 30, 1989 Who Terminate Before Age 55 or Who
are in Exempt Grades Below No. 37. Each Eligible Employee who was a participant
as of September 30, 1989, and who either (1) is in Exempt Grade No. 37 or above
and
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terminates employment before reaching age 55, or (2) is in an Exempt Grade below
No. 37 regardless of his age at termination or retirement, will be eligible to
receive a benefit in the amount he would receive under the Retirement Income
Plan if it were calculated by ignoring the limitations under Code Sections 415
and 401(a)(17) and any other limitations on benefits payable from qualified
retirement plans in effect at the time when benefits are payable under this
Plan; and by defining his Plan Earnings to include the amount of his annual paid
or deferred bonus which does not exceed 50 percent of his annual base salary
including any tax-deferred amounts contributed under Code Sections 401(k) and/or
125. His benefit under this Plan will be payable in the same form and beginning
at the same time as his Retirement Income Plan Benefit, (which amount will be
reduced for early payment in the manner described in the Retirement Income Plan
if applicable), minus his Retirement Income Plan Benefit.
3.2 Disability Benefit. In the event a vested Eligible Employee described in
Subsection 3.1(a) incurs a disability within the meaning of the Company's long-
term disability plan (whether or not he is covered under that plan), he will be
entitled to receive the benefit described in that Subsection as calculated on
the basis of his Final Average Earnings and years of Credited Service determined
on his disability commencement date as defined in the long-term disability plan,
and without any reduction for early payment. The benefit will begin as of his
disability commencement date. The benefit will be paid even though his age
and/or years of Credited Service would not otherwise entitle him to a benefit
under this Plan.
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If the disabled Eligible Employee also receives a benefit under the
Retirement Income Plan as of his disability commencement date, he will receive
his benefit under this Plan in the same form and adjusted for the form of
payment in the same manner as his Retirement Income Plan Benefit. If he does not
receive his Retirement Income Plan Benefit and he is married as of his
disability commencement date, his benefit under this Plan will be paid in the
form of the 50 percent joint and survivor annuity, adjusted for the form of
payment in the same manner as his Retirement Income Plan Benefit; if he is
unmarried, his benefit under this Plan will be paid in the form of the single
life annuity. The Eligible Employee's disability benefit payments will cease
immediately in the event he becomes employed full-time with any employer. In the
event he resumes employment with a Company and is again designated as an
Eligible Employee, his Credited Service earned before his disability
commencement date will be included in the calculation of any benefit he
subsequently receives under this Plan.
3.3 Benefit Accrual. As of the date of determination, each Eligible Employee
will be considered to have accrued the benefit that would be payable under
Section 3.1 or 3.2, as applicable, if he terminated employment on that date,
taking into account his vested Retirement Income Plan Benefit accrued as of that
date.
3.4 Vesting. Each Eligible Employee's right to benefits under this Plan will
become vested at the same time and in the same manner as his Retirement Income
Plan Benefit becomes vested, except that an Eligible Employee who terminates
employment before he reaches age 55 and is not eligible for a disability benefit
under Section 3.2, will not receive any benefit under Subsection 3.1(a).
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3.5 Normal Form of Payment. Except as provided in Sections 3.2 and 3.8, the
benefit payable from this Plan will be paid in the same form and at the same
time as the Eligible Employee's Retirement Income Plan Benefit.
3.6 Preretirement Death Benefit. In the event an Eligible Employee dies at a
time when a preretirement death benefit is payable to his surviving spouse or
other beneficiary under the Retirement Income Plan, any gross benefit payable to
his Beneficiary under this Plan will be calculated in the same manner and will
be paid at the same time as the benefit payable under the Retirement Income
Plan, and will be offset by any benefit payable under the Retirement Income
Plan.
3.7 Postretirement Death Benefit. After the death of an Eligible Employee who
is receiving benefits under this Plan in a form other than a joint annuity,
benefits will continue to be paid to his Beneficiary in the same form, beginning
as of the first day of the month following the month in which the Eligible
Employee dies, and ending on the date when benefits cease to be paid to the
Beneficiary under the Retirement Income Plan. In the event an Eligible Employee
dies while receiving benefits from this Plan in the form of a joint annuity, the
benefit will continue to be paid to his surviving Beneficiary, adjusted in the
same manner and payable at the same time as the death benefit under the
Retirement Income Plan.
3.8 Lump Sum Payment. In the event benefits under this Plan would be paid in a
monthly amount less than $100, the Pension and Profit Sharing Committee may in
its sole discretion make a lump sum payment to the Eligible Employee or
Beneficiary, in an amount equal to
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the present value of the benefit as calculated using the Pension Benefit
Guaranty Corporation interest rate for immediate annuities as in effect on the
first day of the calendar year in which monthly payments otherwise would have
begun. The lump sum payment will be made at the time the first monthly payment
would have been made.
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ARTICLE 4
Nonfunded Plan
4.1 Payment From General Treasury. Benefits under this Plan will be paid from
the general treasury of the Eligible Employee's employer as they become due, and
will not be a liability or obligation of any other member of the controlled
group or other related employer. The Company reserves the right to establish and
to change from time to time the method for paying benefits under this Plan.
The Board of Directors of Equifax Inc. may, in its sole discretion, direct
that a trust fund be established under this Plan. Except in the event of such
direction, no trust fund or legal reserve will be created to fund any benefit
payable under this Plan. No Eligible Employee or Beneficiary will have any prior
right to assets of the Company or any related employer arising from this Plan,
except to the extent that he has a benefit funded under any trust fund
established by the Board of Directors of Equifax Inc.
4.2 Assets Subject to General Creditors. All assets of this Plan, and of any
trust fund established under this Plan, will be subject to the Company's general
creditors, and each Eligible Employee or Beneficiary will have the status of a
general unsecured creditor of the Company.
4.3 No Participant Contributions. Participants will neither be required nor
permitted to make contributions to this Plan.
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ARTICLE 5
Rights of Employees and Others
5.1 Limitation on Rights Under Plan. Participation in this Plan creates an
unfunded, unsecured promise to make payments to the Eligible Employee or to his
Beneficiary in the future. No employee or other person will have any rights
under this Plan except as specifically provided in the Plan.
5.2 No Employment Rights. This Plan is not a contract of employment and will
not affect the Company's right to terminate the employment of any employee.
5.3 Nonalienation. No benefits accrued under the Plan will be subject to the
claim or legal process of any creditor of any Eligible Employee or Beneficiary,
and no Eligible Employee or Beneficiary can alienate, transfer, anticipate or
assign any interest in any benefit accrued under the Plan, except that
distributions will be made as required by law.
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ARTICLE 6
Amendment and Termination of the Plan
6.1 Amendment of the Plan. The Board of Directors of Equifax Inc. will have
the right to amend the Plan from time to time; provided that no amendment will
have the effect of eliminating any benefit accrued and vested before the
effective date of the amendment.
6.2 Termination of the Plan. Each Company expects this Plan to be continued
indefinitely but necessarily reserves the right to terminate its participation
in the Plan at any time by action of its own Board of Directors. The entire Plan
may be terminated at any time by action of the Board of Directors of Equifax
Inc. In the event of Plan termination, each Eligible Employee and Beneficiary
will preserve his right to the full amount of his vested benefit accrued under
this Plan as of the termination date.
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ARTICLE 7
Miscellaneous
7.1 Headings. The headings and subheadings in this Plan have been inserted for
convenient reference and in the event any heading or subheading conflicts with
the text of the provision, the text will govern.
7.2 Construction. The Plan will be construed in accordance with the laws of
the State of Georgia, except to the extent such laws are preempted by the code
or by ERISA.
7.3 Administration. The Plan will be administered by the Pension and Profit
Sharing Committee.
7.4 Withholding for Taxes. Any distribution under this Plan will be subject
to withholding for taxes as required by law.
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