Summary
Equifax Inc. (EFX) filed an 8-K on May 15, 2006, to report a material definitive agreement related to the retirement of Ms. Karen H. Gaston, Corporate Vice President and Chief Administrative Officer. The agreement, effective May 17, 2006, details Ms. Gaston's retirement on June 1, 2006, and outlines her compensation and benefits package upon departure. This filing also formally terminates a prior Change of Control (CIC) agreement with Ms. Gaston.
Key Highlights
- 1Retirement of Karen H. Gaston, Corporate Vice President and Chief Administrative Officer, effective June 1, 2006.
- 2Ms. Gaston will receive a lump sum payment of $373,239, equivalent to one year's base salary.
- 3She is also entitled to a prorated Annual Incentive Plan bonus for 2006.
- 4Continuation of $3 million in life insurance coverage under the Company's Executive Life and Supplemental Retirement Plan for retired officers.
- 5Financial planning and tax advisory assistance up to $15,000 per year through the end of 2007, including tax gross-up.
- 642,000 restricted stock units (RSUs) granted in December 2004 will vest fully upon retirement, treated as a termination for 'good reason'.
- 7Ms. Gaston has entered into a confidentiality, non-solicitation, and assignment agreement, including non-competition and nondisparagement clauses, and a release of claims.
Frequently Asked Questions
The primary purpose of this 8-K filing is to report a material definitive agreement regarding the retirement of a key executive, Ms. Karen H. Gaston, and to detail the terms of her separation package. It also serves to terminate a prior Change of Control agreement with Ms. Gaston.
Ms. Gaston will receive a lump sum payment of $373,239 (one year's base salary), a prorated bonus for 2006, continued life insurance coverage ($3 million), and financial/tax advisory services up to $15,000 annually through 2007. Additionally, 42,000 restricted stock units will vest in full.
The new retirement agreement supersedes and terminates the previous Tier 1 Change of Control Agreement (CIC Agreement) between Ms. Gaston and Equifax Inc. This means the terms and benefits outlined in the CIC Agreement, particularly those related to severance upon an involuntary termination following a change of control, are no longer applicable.
Yes, Ms. Gaston has entered into an Employee Confidentiality, Non-Solicitation and Assignment Agreement. This agreement includes restrictions on competition, solicitation of employees and customers, and requires her to refrain from disparaging the Company, along with confidentiality obligations.