Form Of Employee Benefits Agreement

DRAFT OF JUNE 27, 1997


EQUIFAX / CHOICEPOINT


EMPLOYEE BENEFITS AGREEMENT 2


INDEX TO EMPLOYEE BENEFITS AGREEMENT


PAGE
---- RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1


ARTICLE 1: DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.1 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 1.2 Other Definitions . . . . . . . . . . . . . . . . . . . . . . . . 4


ARTICLE 2: CHANGE IN OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . 4 2.1 Transfer of IIS Group Subsidiary Employees . . . . . . . . . . . . 4 2.2 Conditions of Employment . . . . . . . . . . . . . . . . . . . . . 4 2.3 Certain Payroll Deductions . . . . . . . . . . . . . . . . . . . . 4


ARTICLE 3: EMPLOYEE BENEFIT PLANS . . . . . . . . . . . . . . . . . . . . . . 5 3.1 Welfare Benefit Plans . . . . . . . . . . . . . . . . . . . . . . 5 3.2 Accrued Vacation Liability . . . . . . . . . . . . . . . . . . . . 7 3.3 Equifax Inc. U.S. Retirement Income Plan . . . . . . . . . . . . . 8 3.4 401(k) Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 3.5 Deferred Compensation Plans . . . . . . . . . . . . . . . . . . . 10 3.6 Stock Benefits Trust . . . . . . . . . . . . . . . . . . . . . . . 11 3.7 VEBA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 3.8 Stock Options and SARs; Restricted Stock . . . . . . . . . . . . . 12 3.9 Flexible Spending Accounts . . . . . . . . . . . . . . . . . . . . 13 3.10 Various Liabilities . . . . . . . . . . . . . . . . . . . . . . . 14 3.11 COBRA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.12 Performance Share Plan . . . . . . . . . . . . . . . . . . . . . . 14 3.13 Community Service Associate Program . . . . . . . . . . . . . . . 15 3.14 Certain Arrangements for Non-U.S. Operations . . . . . . . . . . . 15 3.15 Special Provisions Respecting CDB Infotek . . . . . . . . . . . . 15


ARTICLE 4: INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . 16 4.1 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 16 4.2 Procedure for Indemnification . . . . . . . . . . . . . . . . . . 16 4.3 Employee Liability . . . . . . . . . . . . . . . . . . . . . . . . 17


ARTICLE 5: MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . 17 5.1 Binding Agreement . . . . . . . . . . . . . . . . . . . . . . . . 17 5.2 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 5.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 5.4 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 5.5 Entire Agreement; Amendment . . . . . . . . . . . . . . . . . . . 17 5.6 Sharing of Information . . . . . . . . . . . . . . . . . . . . . . 18 5.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 5.8 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 18 5.9 No Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . 18 5.10 Legal Enforceability . . . . . . . . . . . . . . . . . . . . . . . 18 5.11 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . 18 5.12 Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19


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ANNEX I LIST OF EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . 20


ANNEX II LIST OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . 21


ANNEX III CANADIAN EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . 23


ANNEX IV INACTIVE EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . 24


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EMPLOYEE BENEFITS AGREEMENT


THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement") is made as of June __, 1997. The parties ("Parties") to this Agreement are EQUIFAX INC., a Georgia corporation ("Equifax"), and ChoicePoint Inc., a Georgia corporation ("ChoicePoint").


RECITALS


WHEREAS, pursuant to the terms of that certain Distribution Agreement dated ____________, 1997 ("Distribution Agreement"), Equifax has agreed to distribute to its shareholders the stock of ChoicePoint, to which it has transferred the stock of those companies which constitute its insurance services group, (the "Business") effective as of the Stock Distribution Date;


WHEREAS, ChoicePoint will employ directly certain persons who were employed by Equifax or by direct or indirect Subsidiaries (as defined herein) of Equifax, and the companies which will be owned by ChoicePoint will employ or continue to employ certain persons who have participated in employee benefit programs sponsored by Equifax;


WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which ChoicePoint shall provide employee benefits to those employees of ChoicePoint and its subsidiaries who currently are employed in connection with the Business, including the arrangements for transition in the provision of said benefits from plans and programs sponsored by Equifax for its own employees and those of its subsidiaries to plans sponsored directly by ChoicePoint for its employees and those of its subsidiaries.


NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 5


ARTICLE 1
DEFINITIONS


1.1 General. As used in this Agreement, capitalized terms defined immediately after their use shall have the respective meanings thereby provided, and the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):


Action: any demand, action or cause of action, claim, suit, arbitration, inquiry, subpoena, discovery request, proceeding or investigation by or before any court or grand jury, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal related to, arising out of or resulting from any Employee Liability.

Affiliate: with respect to any specified person, a person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person; provided, that Equifax and ChoicePoint shall not be deemed to be Affiliates of each other for purposes of this Agreement.


Code: the Internal Revenue Code of 1986, as it may be amended or recodified from time to time.


Deferred Compensation Plans: the Equifax Inc. Supplemental Executive Retirement Plan and the Equifax Inc. Deferred Compensation Plan.


Controlled Group: two or more business entities affiliated within the meaning of Code Sections 414(b), 414(c), 414(m) and/or 414(o).


Employee Benefit Plans: (i) any severance, disability, cafeteria, bonus, stock option, stock appreciation, stock purchase, deferred compensation, or similar types of plans, agreements, policies or arrangements that currently are established, maintained or contributed to by Equifax or a Subsidiary for the benefit of any former or present Employees or their beneficiaries, dependents or spouses, and (ii) any employee welfare and employee pension benefit plans (as such terms are defined in Section 3(1) and 3(2), respectively, of ERISA) which are applicable to former or present Employees or their beneficiaries, dependents or spouses, and that currently are established, maintained or contributed to by Equifax or any Subsidiary.


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Employer/Labor Law: any federal, state, local or municipal law (including common law), statute, ordinance, regulation, order, decree, judgment, decision, ruling, permit or authorization (each as may be in effect, applicable and binding, from time to time) relating or applicable to the work place or to the employer/employee relationship including, without limitation, any of the foregoing relating or applicable to wage and hour claims, collective bargaining and labor laws, ERISA-governed employee benefit and welfare plans, federal, state and local tax withholding and payment rules and regulations, workers'compensation and similar laws, accrued vacation statutes, and sexual harassment and anti-discrimination laws.


Employee Liability: any and all debts, charges, liabilities, warranties and obligations (of any nature or type whatsoever regardless of when arising), whether accrued, contingent or reflected on a balance sheet including, without limitation, liability for administrative, civil or criminal penalties or forfeitures, and attorneys' fees or other costs of defending an Action or a claim of Employee Liability under any Employee/Labor Law.


Employees: the Equifax and the Subsidiary Employees.


ERISA: the Employee Retirement Income Security Act of 1974, as amended.

Efx Employee: any employee of Equifax (including any employee on authorized leave of absence, sick pay leave or short-term disability), who during the six full calendar months following the Stock Distribution Date, is requested by ChoicePoint (with the consent of Equifax) to be transferred from Equifax to ChoicePoint. Each Efx Employee who is transferred to ChoicePoint shall be identified in a separate letter from Equifax to ChoicePoint.


IIS Group Subsidiary: Equifax Services Inc., Equifax Government and Special Systems, Inc., Equifax Commercial Specialists Division, Osborn Laboratories (Canada), Inc., PRC Corporation Inc., Osborn Laboratories, Inc., The Kit Factory, Inc., ChoicePoint Ltd., Professional Test Administrators, Inc., Mid-American Technologies, Inc., CDB Infotek, Intellisys, Inc., Charles E. Simon & Company and Innovative Data Services, Inc.

IIS Group Employees: any employee of ChoicePoint or an IIS Group Subsidiary (including any employee on authorized leave of absence, sick pay leave, short-term disability or long-term disability), who is employed as of June 30, 1997.


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Stock Distribution Date: The date of the distribution by Equifax to its shareholders of the Stock of ChoicePoint.


Subsidiary: any corporation at least seventy per cent (70%) of the stock of which is owned directly or indirectly by Equifax.


1.2 Other Definitions. Capitalized terms not specifically defined herein shall have the meanings ascribed thereto in the Distribution Agreement.


ARTICLE 2
CHANGE IN OWNERSHIP


2.1 Transfer of IIS Group Subsidiary Employees. The Parties acknowledge that Equifax shall transfer to ChoicePoint all of the issued and outstanding capital stock of the IIS Group Subsidiaries. Such stock transfers shall result in each IIS Group Subsidiary becoming (or remaining) a wholly-owned subsidiary or division of ChoicePoint, and shall operate as a transfer of all of the IIS Group Subsidiary Employees to ChoicePoint on a consolidated or Controlled Group basis. In the case of CDB Infotek, said ownership may be less than 100%.


2.2 Conditions of Employment. (a) Prior to the Distribution Date ChoicePoint may make an offer of employment to certain Employees who have been or will be identified to Equifax; (b) nothing in this Agreement shall require either ChoicePoint or Equifax to employ any person who declines employment with ChoicePoint; and (c) Section 2.1 shall not be interpreted to prohibit or otherwise restrict ChoicePoint from terminating the employment of any employee, or from changing the salary or wage range, grade level or location of employment of any employee, in accordance with ChoicePoint's personnel policies and procedures following June 30, 1997, or from making an offer of employment to any Employee following the Distribution Date. Without limiting the generality of Section 5.9 hereof, no Employee or other person shall have any rights as a third party beneficiary under this Agreement.


2.3 Certain Payroll Deductions. Effective as of June 30, 1997 (or, if later, as of the date of an Efx Employee's transfer to ChoicePoint), to the extent (if any) required by applicable law and to the extent disclosed by Equifax in accordance with this paragraph, ChoicePoint will assume Equifax's obligation to comply with any garnishment order applicable to such Efx Employee. Furthermore, if an Efx Employee who transfers to ChoicePoint has any outstanding liability or obligation to Equifax (for example, salary advances) which existed on June 30, 1997 (or, if later, as of the date of such Efx Employee's transfer to ChoicePoint) which has resulted in a special payroll deduction for such Efx Employee, then, to the extent permitted under applicable law, ChoicePoint will withhold such amounts for Equifax's benefit from the Efx Employee's compensation. Equifax will provide the special payroll deduction information or garnishment information 30 days prior to the date ChoicePoint assumes payroll processing responsibility for an Efx Employee.


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to ChoicePoint has any outstanding liability or obligation to Equifax (for example, salary advances) which existed on June 30, 1997 (or, if later, as of the date of such Efx Employee's transfer to ChoicePoint) which has resulted in a special payroll deduction for such Efx Employee, then, to the extent permitted under applicable law, ChoicePoint will withhold such amounts for Equifax's benefit from the Efx Employee's compensation. Equifax will provide the special payroll deduction information or garnishment information 30 days prior to the date ChoicePoint assumes payroll processing responsibility for an Efx Employee.


ARTICLE 3
EMPLOYEE BENEFIT PLANS


3.1 Welfare Benefit Plans.


(a) On or before June 30, 1997 ChoicePoint shall establish, effective as of such date, certain welfare benefit plans for employees who are salaried employees, including the following: (i) a medical and dental plan, (ii) flexible spending accounts (FSAs) covering health care and dependent care, (iii) life and accident insurance plans, (iv) a sick leave policy, (v) a vacation and holiday policy, and (vi) a Code Section 125 cafeteria plan. The terms and provisions of such plans including, without limitation, coverage and co-pay requirements, shall be determined in the sole discretion of ChoicePoint; provided, however, that ChoicePoint shall use its best efforts to ensure that any medical plan it adopts shall contain no limitation on coverage for preexisting conditions of employees, with respect to those IIS Group Employees and Efx Employees who were on said date participants in the corresponding Equifax plans and who had satisfied any pre-existing condition limitation imposed by the Equifax plan in question. IIS Group Employees and Efx Employees shall be credited in the ChoicePoint medical and dental plans on and after June 30, 1997 for purposes of any deductibles or out-of-pocket maximum provisions for amounts paid by such employees under the Equifax medical/dental Employee Benefit Plans. Copies of said plans are attached as Exhibit A hereto, although they (and any other ChoicePoint plans attached as exhibits) may be revised or amended in ChoicePoint's discretion.


(b) ChoicePoint will also use its best efforts to provide life insurance (without underwriting) to salaried IIS Group Employees and salaried Efx Employees in the same policy amounts as existed for and had been elected by them pursuant to the Equifax group universal life insurance plan as of June 30,


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1997. A copy of the ChoicePoint group universal life insurance plan is
attached as Exhibit B hereto.


(c) ChoicePoint will provide salaried IIS Group Employees and salaried Efx Employees with credit for service with Equifax or any Affiliate for purposes of meeting the eligibility period under ChoicePoint's group short-term disability plan. A copy of the ChoicePoint short-term disability plan is attached as Exhibit C hereto.


(d) Equifax will arrange for the distribution to ChoicePoint of a portion of the premium deposit account held by the carrier for the Equifax group long-term disability insurance; said portion will be that percentage of said account which is the same as the premiums for said insurance under the Equifax plan during the immediate past calendar quarter paid by ChoicePoint and the IIS Group Subsidiaries divided by the entire premiums paid under said plan during said quarter. A copy of the ChoicePoint long-term disability plan is attached as Exhibit D hereto.


(e) Any IIS Group Employee who is receiving benefits under the Equifax Inc. Short-Term Disability Plan ("Equifax STDP") at June 30, 1997 ...