printer-friendly

Sample Business Contracts

Employment and Compensation Agreement - ChoicePoint Inc. and Steven W. Surbaugh

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                      EMPLOYMENT AND COMPENSATION AGREEMENT

         THIS EMPLOYMENT AND COMPENSATION AGREEMENT (as the same may be amended,
modified or supplemented from time to time, this "Agreement") is made as of
April 25, 2002 (the "Effective Date"), between ChoicePoint Inc., a Georgia
corporation (together with all successors thereto, "Employer"), and Steven W.
Surbaugh, a resident of the State of Georgia ("Executive").

                               STATEMENT OF TERMS

         The parties hereby agree as follows:

         1. Employment Term.

                  (a) Employer hereby employs  Executive,  and Executive hereby
                      accepts employment by Employer, upon the terms and subject
                      to the conditions hereinafter set forth.

                  (b) The term of this  Agreement  shall  commence as of the
                      Effective Date and shall continue for a period of 5 years
                      until the close of business on April 25, 2007 (the
                      "Initial Term"), unless renewed as specified herein or
                      terminated earlier under Section 4 or Section 5 hereof.
                      After the Initial Term and any additional term mutually
                      agreed to by the Employer and the Executive, Executive
                      understands that, unless the events triggering Section 5
                      have not occurred, Executive: (i) will be deemed to be an
                      employee at will and (ii) hereby agrees, to the extent his
                      employment is to continue after the expiration of the
                      Agreement, to enter into, prior to the expiration of the
                      Agreement, such reasonable employee confidentiality,
                      non-solicitation and assignment agreements with respect to
                      Executive's employment, as Employer then customarily
                      requires of its executives and other similarly situated
                      employees.

         2. Title and Duties.

                  (a) Executive  is  engaged  initially  with the title and
                      duties described on Exhibit A attached hereto. Executive
                      shall perform and discharge well and faithfully such
                      duties, and such other duties which may be assigned by
                      Employer to Executive from time to time in connection with
                      the conduct of the business of Employer; however, such
                      latter duties shall be generally consistent with those set
                      out in Exhibit A hereto.

                  (b) In addition to the duties  specifically  assigned to
                      Executive pursuant to Section 2(a) hereof, Executive
                      shall: (i) diligently follow and implement all management
                      policies and decisions communicated to Executive by
                      Employer; (ii) timely prepare and forward all reports and
                      accountings as may be requested by Employer of Executive;
                      (iii) devote substantially all of

                                       1
<PAGE>
                      Executive's time, energy and skill during regular business
                      hours to the performance of the duties of Executive's
                      employment (reasonable vacations and reasonable absences
                      due to illness excepted); and (iv) not devote any time to
                      any interest that conflicts with the business of Employer
                      or any of its affiliates except as previously disclosed.

                  (c) Executive shall have the right to make contracts
                      binding on Employer or any of its affiliates, but only to
                      the extent consistent with the duties described on Exhibit
                      A attached hereto or otherwise as approved by Employer's
                      Board of Directors.

                  (d) All funds and  property  received by  Executive  on
                      behalf of Employer or any of its affiliates shall be
                      received and held by Executive in trust, and Executive
                      shall account for and remit all such funds to Employer.

         3. Compensation and Benefits.

                  (a) Annual  Review of  Compensation  and  Benefits.Employer
                      agrees to (i) review and evaluate annually the
                      compensation package described in this Section 3 and in
                      Exhibit B for competitiveness in the external market,
                      consistency with internal compensation practices and other
                      appropriate review criteria, and (ii) increase the
                      compensation package as appropriate with approval, if
                      necessary, from the appropriate committee of Employer's
                      Board of Directors.

                  (b) Base Salary. As compensation for services hereunder,
                      during the Initial Term, Employer shall pay to Executive a
                      minimum of an annual base salary of $300,000 (the "Base
                      Salary"). Executive's performance shall be reviewed
                      annually, and based upon such review, his Base Salary
                      shall be subject to modification from time-to-time in
                      accordance with the approvals of the appropriate committee
                      of Employer's Board of Directors. Base Salary shall be
                      paid in accordance with the standard payroll payment
                      practices of Employer in effect from time to time.

                  (c) Incentive Pay. Executive shall be entitled to participate
                      in Employer's annual incentive program, subject to the
                      terms and provisions of such program as may be determined
                      by the Management Compensation and Benefits Committee (the
                      "Compensation Committee") from time to time in its sole
                      discretion. Such annual incentive compensation in effect
                      on the Effective Date is set forth in Exhibit B.

                  (d) Omnibus  Plan.  Executive  shall also be eligible to be
                      considered to receive periodic grants under the
                      ChoicePoint Inc. 1997 Omnibus Stock Incentive Plan
                      ("Omnibus Plan") and any successor thereto. Such grants
                      may provide for stock option grants, restricted stock
                      grants and other grants as provided for by the Omnibus
                      Plan, for the number of grants, at a price and on the
                      terms and conditions, as may be determined by the
                      Compensation Committee from time to time in its sole
                      discretion. The initial grants are reflected on Exhibit B.


                                        2
<PAGE>
                      Such Omnibus Plan may provide for long-term incentive
                      grants, such as performance shares or units or stock
                      appreciation rights, as approved by the Compensation
                      Committee.

                  (e) Non-Qualified Plan. Executive shall be entitled to
                      participate in the ChoicePoint Inc. Deferred Compensation
                      Plan ("Deferred Compensation Plan") which may include one
                      or more of the following: (i) voluntary deferrals of
                      salary or bonus, (ii) Employer contributions otherwise
                      limited under the Employer's qualified retirement plans on
                      account of limits imposed by the Internal Revenue Code
                      ("Code"), and (iii) a supplemental retirement
                      contribution, as set forth in Exhibit B.

                  (f) Benefits. Executive shall be entitled to benefits and
                      perquisites, as set forth in Exhibit B and consistent with
                      the Employer's benefit programs and Executive Fringe
                      Benefit Policy.

                  (g) Other Plans. Executive shall be entitled to participate
                      in other executive and employee benefit plans and
                      arrangements, as Employer may have or establish from time
                      to time for similarly situated executives. Such reference
                      to Other Plans shall not be construed to require Employer
                      to establish any such plan, program or arrangement or
                      prevent the modification or termination of any such plan,
                      program or arrangement once established.

                  (h) Vacation. Executive's annual vacation benefits shall be
                      a minimum number of weeks as provided in Exhibit B hereto,
                      but such benefits may be increased if Executive is
                      eligible for additional benefits in accordance with
                      Employer's regular vacation plan applicable to executives
                      and other salaried employees.

                  (i) Expense Reimbursement. Executive shall be entitled to
                      be reimbursed in accordance with the policies of Employer,
                      as adopted and amended from time to time, for all
                      reasonable expenses incurred by Executive in connection
                      with the performance of Executive's duties of employment
                      hereunder; provided, however, Executive shall, as a
                      condition of such reimbursement, submit verification of
                      the nature and amount of such expenses in accordance with
                      the reimbursement policies from time to time adopted by
                      Employer.

                  (j) Entire  Compensation.  The  salary and  benefits  set
                      forth in this Section 3 and Exhibit B shall be the only
                      compensation payable to Executive with respect to his
                      employment hereunder (except as provided in Sections 4(c),
                      4(e) and 5 hereof), and Executive shall not be entitled to
                      receive any compensation in addition to that set forth
                      herein for any services provided by Executive in any
                      capacity to Employer or any of its affiliates. Employer or
                      affiliate may increase either the components of
                      compensation or the amount of compensation described in
                      Exhibit B at any time, in its total discretion, without
                      binding Employer to continue to provide additional
                      increases at future dates.

                                       3
<PAGE>
                  (k) Withholding. Employer may deduct from each payment of
                      salary and other benefits hereunder all amounts required
                      to be deducted and withheld in accordance with applicable
                      federal and state income, FICA and other withholding
                      requirements.

         4. Termination.

                  (a) Termination by Employer.  Employer,  at its sole election
                      and by written notice to Executive, shall have the right
                      to terminate the Agreement and Executive's employment
                      hereunder at any time during the Initial Term whether such
                      termination is a Termination With Cause or a Termination
                      Without Cause.

                  (b) Termination by Executive.  Executive,  at his sole
                      election and by written notice to Employer, shall have the
                      right to terminate the Agreement and Executive's
                      employment hereunder at any time during the Initial Term
                      whether such termination is a Constructive Termination or
                      a Voluntary Resignation. In the event Executive takes the
                      position that a Constructive Termination has occurred,
                      Executive shall so notify Employer of such position in
                      writing within thirty (30) days of the occurrence of the
                      event Executive relies on for such Constructive
                      Termination determination. Executive shall specify the
                      event upon which Executive relies and specify in
                      reasonable detail the facts and circumstances claimed to
                      provide the basis for the Constructive Termination.

                  (c) Automatic Termination.  The Agreement and Executive's
                      employment hereunder shall automatically terminate on the
                      date of the Executive's death or twenty-four (24) months
                      following the first day of Executive's continuous absence
                      due to his condition that triggers his Total Disability.
                      Except as provided in this subsection (c), Employer shall
                      have no further obligation to Executive or his heirs or
                      legal representatives with respect to this Agreement.

                           (i) Death.  In the  event  of the  death  of the
                               Executive, Employer shall pay to Executive's
                               designated beneficiary or beneficiaries, or if
                               there is no designated beneficiary, to his estate
                               (A) any Base Salary, benefits, and other
                               compensation accrued and vested, including any
                               annual cash incentive, as of the date of death
                               and remaining unpaid at the Executive's death,
                               (B) an amount equal to 30 days of Executive's
                               Base Salary, (C) any death benefits payable under
                               Employer's qualified and non-qualified benefit
                               plans pursuant to the terms and provisions of
                               such plans, (D) life insurance, at Employer's
                               expense consistent with Employer's Basic Life
                               Insurance Plan in addition to the amount
                               specified on Exhibit B and (E) any other benefits
                               and perquisites specified on Exhibit B. Such
                               amounts shall be paid as soon as practicable
                               following the Executive's death in accordance
                               with applicable plans, policies or programs.

                                       4
<PAGE>
                           (ii) Total  Disability.  In the event of the
                                Executive's Total Disability, Employer shall pay
                                the Executive (A) any Base Salary, benefits, and
                                other compensation accrued and vested as of the
                                date of Total Disability and remaining unpaid as
                                of the Executive's Total Disability, (B)
                                short-term disability benefits consistent with
                                Employer's disability policy; provided, such
                                payments in no event shall be less than one
                                hundred (100%) percent of Base Salary until the
                                earlier of the end of Executive's period of
                                Total Disability or six (6) months and (C) any
                                other benefits and perquisites specified on
                                Exhibit B. If the Executive's Total Disability
                                continues after the end of the expiration of six
                                (6) months, Employer shall pay Executive
                                long-term disability benefits consistent with
                                Employer's disability policy; such benefits in
                                no event shall be less than those set forth on
                                Exhibit B.

                  (d) Termination  Without  Payments.  If this  Agreement is
                      terminated during the Initial Term by Executive's (1)
                      Voluntary Resignation or (2) Termination With Cause,
                      Employer shall have no further obligation to Executive or
                      his heirs or legal representatives with respect to this
                      Agreement, except for Base Salary, benefits, and other
                      compensation accrued and vested up to the date of such
                      termination and remaining unpaid as of the Date of
                      Termination.

                  (e) Termination  With  Payments.  If this  Agreement is
                      terminated during the Initial Term (but not during a
                      Change in Control Term) by either (1) a Constructive
                      Termination or (2) a Termination Without Cause, then
                      Employer shall pay to Executive the Severance Benefits
                      calculated in this Subsection (e); provided, however, that
                      Executive shall not be entitled to receive any such
                      severance payments until and unless Executive executes and
                      delivers to Employer within twenty-one (21) days after the
                      Date of Termination the Release set forth herein as
                      Exhibit C, and such Release becomes effective and
                      irrevocable. The Employer in its sole discretion shall
                      determine if such Severance Benefits shall be paid by
                      Employer to Executive in a lump sum or in regular biweekly
                      payments, until paid in full, which shall be initiated as
                      soon as practicable following the Effective Date of the
                      Release but in no event later than 15 days after such
                      Effective Date.

                      Severance Benefits include:

                           (i) Employer shall pay Executive all Base
                               Salary, benefits and other compensation accrued
                               as of Executive's Date of Termination but which
                               remains unpaid as of his Date of Termination.

                           (ii)The Employer  shall pay  Executive an amount
                               equal to the total amount that would have
                               resulted from the continuance of Executive's
                               Total Direct Compensation for the period
                               commencing on the Date of

                                       5
<PAGE>
                               Termination and continuing for a period of 1
                               year; provided, such severance amount shall not
                               be less than the benefits Executive is entitled
                               to under the Employer's Severance Pay Plan, if
                               any. Additionally, Employer shall pay to
                               Executive the value of the Employer contributions
                               to all of Employer's qualified and non-qualified
                               retirement plans for the year in which
                               Executive's termination occurs. The benefits
                               provided under the Employer's Severance Pay Plan
                               are not duplicative of benefits provided under
                               this Agreement.

                  (f) Definitions. The terms used in this Section 4, shall have
                      the meanings set forth in Section 11 hereof.

         5. Change in Control.

                  (a) Assumption  of  Agreement.  In the event of a Change in
                      Control, Employer will require any successor of the
                      Employer, by agreement in form and substance, expressly to
                      assume and agree to perform this Agreement. Failure of
                      Employer to obtain such agreement prior to the effective
                      date of the Change of Control shall be a breach of this
                      Agreement and shall constitute a Good Reason Resignation.

                  (b) Term. This Change in Control provision shall become
                      effective on the Effective Date and shall continue for a
                      period of seven (7) years thereafter (the "Change in
                      Control Term"); provided, however, that commencing on the
                      first anniversary of the Effective Date, and, during the
                      term of the agreement, each anniversary thereafter, the
                      Change in Control Term shall automatically be extended for
                      one (1) additional year, unless at least sixty (60) days
                      prior to any such anniversary date, Employer shall have
                      given Executive written notice of the intention not to
                      extend the Change in Control Term.

                  (c) Severance Benefits. In the event that (i) Executive is
                      employed by Employer as of the effective date of a Change
                      In Control and Employer fails to obtain the assumption of
                      agreement to perform this Agreement by Employer's
                      successor prior to the Change in Control or (ii) Executive
                      is employed by Employer at the time of a Change in Control
                      and the Executive's employment with the Employer
                      terminates during the Change in Control Term on account of
                      Good Reason Resignation, then Executive shall be entitled
                      to the Severance Benefits specified in Subsection (f).

                  (d) Notice Requirement. In the event Executive takes the
                      position that a Good Reason Resignation has occurred,
                      Executive shall so notify Employer of such position in
                      writing within sixty (60) days of the occurrence of the
                      event Executive relies on for such Good Reason Resignation
                      determination. Executive shall specify the event upon
                      which Executive relies and specify in

                                       6
<PAGE>
                      reasonable detail the facts and circumstances claimed to
                      provide the basis for the Good Reason Resignation.

                  (e) Voluntary  Resignation  or  Termination  With  Cause. In
                      the event Executive voluntarily terminates employment with
                      Employer on account of a Voluntary Resignation that does
                      not constitute a Good Reason Resignation, or in the event
                      Executive is terminated by Employer in a Termination With
                      Cause, Employer shall not be required to make any payment
                      referred to in this Section 5 to which the Executive would
                      otherwise be entitled in the event of a Change in Control,
                      except for Base Salary, benefits, and any other
                      compensation arrangements which the Executive has accrued
                      and in which he is vested under the Employer's plans and
                      policies, but which remains unpaid as of his Date of
                      Termination. These earned but unpaid amounts shall be paid
                      to Executive as soon as practicable following Executive's
                      Date of Termination.

                  (f) Severance Benefits.

                           (i) Employer shall pay Executive all Base Salary,
                               benefits and other compensation accrued and
                               vested as of Executive's Date of Termination but
                               which remain unpaid as of the Date of
                               Termination.

                           (ii)The Employer shall pay the Executive within 30
                               days following the Date of Termination a lump sum
                               amount equal to the sum of (A) Executive's Total
                               Direct Compensation multiplied by 2 and (B) the
                               Executive's Total Indirect Compensation
                               multiplied by 3; provided if any plan or program
                               which comprises a component of Total Direct
                               Compensation or Total Indirect Compensation would
                               provide for a different method of payment, the
                               distribution provisions of such plan or program
                               will control.

                         (iii) The Employer shall provide a fully paid term life
                               insurance policy in an amount as described in
                               Exhibit B, Section 3(f) Benefits, for a period of
                               three years.

                          (iv) The amounts determined under Subsections (i) and
                               (ii) hereof shall be paid from the general assets
                               of the Employer; provided, however, the Employer
                               reserves the right to set aside assets to secure
                               the payment of benefits hereunder by establishing
                               a non-qualified grantor trust upon such terms and
                               conditions as it deems appropriate.

                  (g) Tax  Payments.  In the event that any  payments  made to
                      the Executive under this Section 5 or any other payments
                      made to the Executive by the Employer are deemed to be
                      "excess parachute payments" under Section 280G of the
                      Internal Revenue Code of 1986 (the "Code"), the Employer
                      agrees to provide a gross up payment to the Executive in
                      order to place him in the same after-

                                       7
<PAGE>
                      tax position that he would have been in had no excise tax
                      become due and payable under Code Section 4999.

                  (h) Definitions.  The terms used in this Section 5, shall have
                      the meanings set forth in Section 11.
         6. Confidentiality; Employee Non-Solicitation.

                  (a) Trade Secrets and Confidential Information.

                           (i) All Proprietary  Information  (defined below),
                               and all materials containing them, received or
                               developed by Executive during the term of his
                               employment by Employer (in this Section 6, the
                               term "Employer" refers collectively to Employer
                               and/or its affiliates) are confidential to
                               Employer, and will remain Employer's property
                               exclusively. Except as necessary to perform
                               Executive's duties for Employer, Executive will
                               hold all Proprietary Information in strict
                               confidence, and will not use, reproduce, disclose
                               or otherwise distribute the Proprietary
                               Information, or any materials containing them,
                               and will take those actions reasonably necessary
                               to protect any Proprietary Information.
                               Executive's obligations regarding Trade Secrets
                               (defined below) will continue indefinitely, while
                               Executive's obligations regarding Confidential
                               Information (defined below) will cease two (2)
                               years from the Date of Termination of Executive's
                               employment with Employer for any reason.

                          (ii) "Trade  Secret"  means  information,  including,
                               but not limited to, technical and nontechnical
                               data, formulas, patterns, designs, compilations,
                               computer programs and software, devices,
                               inventions, methods, techniques, drawings,
                               processes, financial plans, product plans, lists
                               of actual or potential customers and suppliers,
                               research, development, existing and future
                               products and services, and employees of Employer
                               which (A) derives independent economic value,
                               actual or potential, from not being generally
                               known to, and not being easily ascertainable by
                               proper means by, other persons who can obtain
                               economic value from its disclosure or use, and
                               (B) is the subject of Employer's efforts that are
                               reasonable under the circumstances to maintain
                               secrecy; or as otherwise defined by applicable
                               state law.

                          (iii)"Confidential Information" means any and all
                               knowledge, information, data, methods or plans
                               (other than Trade Secrets) which are now or at
                               any time in the future during Executive's
                               employment will be developed, used or employed by
                               Employer which are treated as confidential by
                               Employer and not generally disclosed by Employer
                               to the public, and which relate to the business
                               or financial affairs of Employer, including, but
                               not limited to, financial statements and

                                       8
<PAGE>
                               information, marketing strategies, business
                               development plans and product or process
                               enhancement plans.

                          (iv) "Proprietary Information" means collectively the
                               Confidential Information and Trade Secrets.
                               Proprietary Information also includes information
                               that has been disclosed to Employer by a third
                               party that Employer is obligated to treat as
                               confidential or secret.

                           (v) Notwithstanding  anything to the contrary in this
                               subsection 6(a), "Proprietary Information" does
                               not include any information that (A) is already
                               known to Executive at the time it is disclosed to
                               Executive by Employer; or (B) before being
                               divulged by Executive (1) has become generally
                               known to the public through no wrongful act of
                               Executive; (2) has been rightfully received by
                               Executive from a third party without restriction
                               on disclosure and without breach of an obligation
                               of confidentiality running directly or indirectly
                               to Employer; (3) has been approved for release to
                               the general public by a written authorization of
                               Employer; (4) has been independently developed by
                               Executive without use, directly or indirectly, of
                               the Proprietary Information received from
                               Employer; or (5) has been furnished to a third
                               party by Employer without restrictions on the
                               third party's right to disclose the information.

                          (vi) In the event Executive is required by any court
                               or legislative or administrative body (by oral
                               questions, interrogatories, requests for
                               information or documents, subpoena, civil
                               investigation demand or similar process) to
                               disclose any Proprietary Information of Employer,
                               Executive shall provide Employer with prompt
                               notice of such requirement in order to afford
                               Employer an opportunity to seek an appropriate
                               protective order. However, if Employer is unable
                               to obtain or does not seek such protective order
                               and Executive is, in the opinion of his counsel,
                               compelled to disclose such Proprietary
                               Information under pain of liability for contempt
                               or other censure or penalty, disclosure of such
                               information may be made without liability.

                         (vii) Executive acknowledges that Employer is obligated
                               under federal and state fair credit reporting and
                               similar laws and regulations to hold in
                               confidence and not disclose certain information
                               regarding individuals, firms or corporations
                               which is obtained or held by Employer, and that
                               Employer is required to adopt reasonable
                               procedures for protecting the confidentiality,
                               accuracy, relevancy and proper utilization of
                               consumer report information as such term is
                               defined in such acts. In that regard, except as
                               necessary to perform Executive's duties for
                               Employer, Executive will hold in strict
                               confidence, and will not use, reproduce, disclose
                               or otherwise distribute any information which
                               Employer is required to hold confidential under
                               applicable federal and state laws

                                       9
<PAGE>
                               and regulations, including the federal Fair
                               Credit Reporting Act (15 U.S.C.[sec] 1681 et.
                               seq.) and analogous state fair credit reporting
                               statutes.

                  (b) Employee Non-Solicitation. During the term of Executive's
                      employment by Employer and for two (2) years after his
                      termination, Executive will not, either directly or
                      indirectly, on his behalf or on behalf of others, solicit
                      for employment or hire, or attempt to solicit for
                      employment or hire, any employee of Employer or anyone who
                      was an employee of Employer at any time during the twelve
                      (12) month period immediately preceding the date of
                      Executive's termination with whom Executive had contact in
                      the course of his employment by Employer.

                  (c) Customer Non-Solicitation. During the term of Executive's
                      employment by Employer and for two (2) years after his
                      termination, Executive shall not directly or indirectly,
                      for himself or for any person, firm or employer, divert,
                      interfere with, disturb, or take away, or attempt to
                      divert, interfere with, disturb, or take away, the
                      patronage of any customers of Employer that obtained or
                      contracted to obtain goods or services from the Employer
                      during the twelve (12) month period immediately preceding
                      the date of Executive's termination with which Executive
                      had contact during the term of Executive's employment by
                      Employer.

                  (d) Return of Property. At Employer's request or on
                      termination of Executive's employment with Employer for
                      any reason, Executive will deliver promptly to Employer
                      all property of Employer in his possession or control,
                      including, without limitation, all Proprietary
                      Information, all materials containing them, and all
                      originals and copies of all documents (whether in hard
                      copy or stored in electronic form) which relate to or were
                      prepared in the course of Executive's employment
                      (including, but not limited to, contracts, proposals or
                      any information concerning the identity of customers,
                      services provided by Executive and the pricing of these
                      services).

                  (e) Remedies. Executive agrees that the covenants and
                      agreements contained in this Section 6 are of the essence
                      of this Agreement; that each of such covenants is
                      reasonable and necessary to protect and preserve the
                      interests and properties of Employer and the business of
                      Employer; that immediate and irreparable injury, loss and
                      damage will be suffered by Employer should Executive
                      breach any such covenants and agreements; and that, in
                      addition to other legal or equitable remedies available to
                      it (including but not limited to damages, royalties and
                      penalties pursuant to applicable law), in recognition of
                      the fact that Executive has special, unique, unusual and
                      extraordinary qualities that provide peculiar value to
                      Employer's business, Employer shall be entitled to the
                      remedies of injunction and/or specific performance, if
                      available, to prevent a breach or contemplated breach by
                      Executive of any of such covenants or agreements.

                                      10
<PAGE>
         7.  Inventions.

                  (a)  Generally.

                           (i)  Executive agrees that all
                                Company Inventions (defined below) conceived or
                                first reduced to practice by Executive during
                                Executive's employment by Employer and all
                                copyrights and other rights to such Company
                                Inventions shall become the property of
                                Employer. Executive hereby irrevocably assigns
                                to Employer all of Executive's rights to all
                                Company Inventions.

                           (ii) Executive agrees that if Executive conceives an
                                Invention (defined below) during Executive's
                                employment with Employer for which there is a
                                reasonable basis to believe that the conceived
                                Invention is a Company Invention, Executive
                                shall promptly provide a written description of
                                the conceived Invention to Employer adequate to
                                allow evaluation thereof for a determination as
                                to whether the Invention is a Company Invention.

                           (iii)If, upon commencement of Executive's employment
                                with Employer under this Agreement, Executive
                                has previously conceived any Invention or
                                acquired any ownership interest in any
                                Invention, which: (A) is Executive's property,
                                or of which Executive is a joint owner with
                                another person or entity; (B) is not described
                                in any issued patent as of the Effective Date;
                                and (C) would be a Company Invention if such
                                Invention was made while Executive is an
                                employee of Employer, then Executive shall, at
                                his election, either: (1) provide Employer with
                                a written description of the Invention on
                                Exhibit D attached hereto, in which case the
                                written description (but no rights to the
                                Invention) shall become the property of
                                Employer; or (2) provide Employer with a
                                license as specified in subsection 7(a)(iv) of
                                this Agreement.

                           (iv) If Executive has previously conceived or
                                acquired any ownership interest in an Invention
                                described by the criteria set forth in the
                                immediately preceding subsection 7(a)(iii) and
                                Executive elects not to disclose such Invention
                                to Employer as provided therein, then Executive
                                hereby grants to Employer a nonexclusive, paid
                                up, royalty-free license to use and practice
                                such Invention.

                           (v)  Executive hereby represents to Employer that he
                                owns no patents, individually or jointly with
                                others.

                           (vi) Notwithstanding any other provision in this
                                Section 7, in no event shall Executive's
                                assignment of any Invention to Employer apply to
                                an

                                      11
<PAGE>
                                Invention that Executive develops entirely on
                                his own time during his employment with Employer
                                without using Employer's equipment, supplies,
                                facilities, Proprietary Information, except for
                                any Inventions that either: (A) relate at the
                                time of conception or reduction to practice of
                                the Invention to the Employer's business, or to
                                actual or demonstrably anticipated research or
                                development of Employer; or (B) result from any
                                work performed by Executive for Employer.

                  (b)  Copyrights.

                           (i)  Executive agrees that any Works (defined below)
                                created by Executive in the course of performing
                                Executive's duties as an employee of Employer
                                are subject to the "Work for Hire" provisions
                                contained in Sections 101 and 201 of the United
                                States Copyright Law, Title 17 of the United
                                States Code. All right, title and interest to
                                copyrights in all Works which have been or will
                                be prepared by Executive within the scope of
                                Executive's employment with Employer will be the
                                property of Employer. Executive further
                                acknowledges and agrees that, to the extent the
                                provisions of Title 17 of the United States Code
                                do not vest in Employer the copyrights to any
                                such Works, Executive shall assign and hereby
                                does assign to Employer all right, title and
                                interest to copyrights which Executive may have
                                in such Works.

                           (ii) Executive agrees to promptly disclose to
                                Employer all Works referred to in the
                                immediately preceding subsection and execute and
                                deliver all applications for registration,
                                registrations, and other documents relating to
                                the copy rights to such Works and provide such
                                additional assistance, as Employer may deem
                                necessary and desirable to secure Employer's
                                title to the copyrights in such Works. Employer
                                shall be responsible for all expenses incurred
                                in connection with the registration of all such
                                copyrights.

                           (iii)Executive hereby represents to Employer that he
                                claims no ownership rights in any Works, except
                                those described on Exhibit D attached hereto.

                  (c)  Section 7 Definitions. As used in this Section 7, the
                       following terms shall have the meanings ascribed to them
                       below:

                           (i)  "Company Invention" means any Invention which is
                                conceived by Executive alone or in a joint
                                effort with others during Executive's employment
                                by Employer which (A) may be reasonably expected
                                to be used in a product or service of Employer,
                                or a product or service similar to a product or
                                service of Employer; (B) results from work that
                                Executive has been assigned as part of his
                                duties as an employee of Employer; (C) is in an
                                area of technology which is the same or

                                      12
<PAGE>
                                substantially related to the areas of technology
                                with which Executive is involved in the
                                performance of Executive's duties as an employee
                                of Employer; or (D) is useful, or which
                                Executive reasonably expects may be useful, in
                                any manufacturing, product or service design
                                process of Employer.

                           (ii) "Invention" means any discovery, whether or
                                not patentable, including, but not limited to,
                                any useful idea, invention, improvement,
                                innovation, design, process, method, formula,
                                technique, machine, manufacture, composition of
                                matter, algorithm or computer program, as well
                                as improvements thereto, which is new or which
                                Executive has a reasonable basis to believe may
                                be new.

                           (iii)"Work" means a copyrightable work of
                                authorship, including without limitation, any
                                technical descriptions for products, services,
                                user's guides, illustrations, advertising
                                materials, computer programs (including the
                                contents of read only memories) and any
                                contribution to such materials.

                  (d)  Statutory Notice. In accordance with Section 2872 of the
                       California Labor Code, Executive is hereby notified that
                       the provisions of this Section 6 requiring assignment of
                       certain Inventions to Employer do not, in any event,
                       apply to any invention which qualifies under the
                       provisions of Section 2870 of such Code. Section 2870(a)
                       of the California Labor Code provides as follows:

                 Section 2870. Inventions on Own Time - Exemption from Agreement

                      (a)  Any provision in an employment agreement which
                           provides that an employee shall assign, or offer to
                           assign, any of his or her rights in an invention to
                           his or her employer shall not apply to an invention
                           that the employee developed entirely on his or her
                           own time without using the employer's equipment,
                           supplies, facilities, or trade secret information
                           except for those inventions that either:

                          (1)  Relate at the time of conception or reduction to
                               practice of the invention to the employer's
                               business, or actual or demonstrably anticipated
                               research or development of the employer; or

                          (2)  Result from any work performed by the employee
                               for the employer.

                  8. Indemnification and Insurance.

                     Employer agrees that it will indemnify and hold Executive
                     harmless from and against any and all liability sustained
                     by Executive as a consequence of his good faith actions, or
                     failure to act, in the performance of his duties hereunder.
                     This indemnification is subject to and limited by the
                     provisions of Employer's corporate

                                       13
<PAGE>
                     By-Laws and the laws of the State of Georgia, as the same
                     may be amended from time to time. In addition, and as
                     further security for said agreement (but not to create any
                     duplication of reimbursement), Employer will maintain
                     commercially standard Directors and Officers Liability
                     Insurance with a reputable insurer in amounts which are
                     customary for such companies under similar circumstances.

                  9. Notice. All notices, requests, demands and other
                     communications required hereunder shall be in writing and
                     shall be deemed to have been duly given if delivered or if
                     mailed, by United States certified or registered mail,
                     prepaid to the party to which the same is directed at the
                     following addresses (or at such addresses as shall be given
                     in writing by the parties to one another):

                         If to Employer, to:

                             ChoicePoint Inc.
                             1000 Alderman Drive
                             Alpharetta, Georgia  30005
                             Attention:  General Counsel

                         If to Executive, to:

                             Steven W. Surbaugh

                     Notices delivered in person shall be effective on the date
                     of delivery. Notices delivered by mail as aforesaid shall
                     be effective upon the third calendar day subsequent to the
                     postmark date thereof.

                 10. Miscellaneous.

                    (a) Other Employee Benefits. The benefits under this
                       Agreement shall not be affected by or reduced because of
                       any other benefits to which the Employee may be entitled
                       by reason of his continuing employment with the Employer
                       or the termination of his employment with the Employer,
                       and no other such benefit by reason of such employment
                       shall be so affected or reduced because of the benefits
                       bestowed by this Agreement; provided, however, that the
                       foregoing will not be interpreted to require duplicative
                       severance, medical or other "health insurance" benefits.

                   (b) Assignment. Except as provided in Section 5(a), this
                       Agreement may not be assigned by either Employer or
                       Executive without the prior written consent of the other
                       party.

                                       14
<PAGE>
                   (c) Waiver. The waiver by one party of any breach of this
                       Agreement by the other party shall not be effective
                       unless in writing, and no such waiver shall constitute
                       the waiver of the same or another breach on a subsequent
                       occasion.

                   (d) Amendment. This Agreement may not be modified, amended,
                       supplemented, or terminated except by a written
                       instrument executed by the parties hereto.

                   (e) Severability. Each of the covenants and agreements herein
                       above contained shall be deemed separate, severable and
                       independent covenants, and in the event that any covenant
                       shall be declared invalid by any court of competent
                       jurisdiction, such invalidity shall not in any manner
                       affect or impair the validity or enforceability of any
                       other part or provision of such covenant or of any other
                       covenant contained herein. If a court of competent
                       jurisdiction shall determine that any provision contained
                       in this Agreement, or any part thereof, is unenforceable
                       for any reason, the parties hereto authorize such court
                       to reduce the duration or scope of such provision, or
                       otherwise modify such provision, so that such provision
                       in its reduced or modified form will be enforceable.

                   (f) Legal Fees. In the event (1) the Employer breaches this
                       Agreement, (2) the Executive is terminated by the
                       Employer other than for Cause, or (3) the Executive
                       terminates his employment for Good Reason, or (4) the
                       Executive terminates his employment on account of a
                       Constructive Termination, the Employer shall reimburse
                       the Executive for all legal fees and expenses reasonably
                       incurred by the Executive as a result of such
                       termination, including all fees and expenses, if any,
                       incurred in contesting or disputing any such termination
                       or in seeking to obtain or enforce any right or benefit
                       provided by this Agreement; provided that, in order to be
                       reimbursed under subsection (4) of this paragraph, the
                       Executive must prevail in a court of law on his claim
                       that the termination was on account of a Constructive
                       Termination.

                   (g) Captions and Section Headings. Captions and section
                       headings used herein are for convenience only and are not
                       a part of this Agreement and shall not be used in
                       construing it.

                   (h) Entire Agreement. This Agreement constitutes the entire
                       understanding and agreement of the parties with respect
                       to its subject matter and any and all prior agreements,
                       understandings or representations with respect to the
                       subject matter hereof are terminated and canceled in
                       their entirety and are of no further force or effect.

                   (i) Governing Law. This Agreement and the rights of the
                       parties hereunder shall be governed by and construed in
                       accordance with the laws of the State of Georgia, without
                       regard to the conflicts of laws provisions thereof.

                   (j) Exhibits. All exhibits to this Agreement are incorporated
                       herein by reference thereto.


                                       15
<PAGE>
                  (k) Survival. The covenants of Executive in Sections 6 and 7,
                      and the obligations of Employer in Sections 4 and 5 to the
                      extent provided therein, shall survive the termination of
                      this Agreement and Executive's employment hereunder and
                      shall not be extinguished thereby.

                  (l) Counterparts. This Agreement may be executed in two or
                      more counterparts, each of which will take effect as an
                      original and all of which shall evidence one and the same
                      agreement.

         11. Definitions.

                  (a) "Change in Control" means if, at any time, any of the
                       following events shall have occurred:

                           (i) The Employer is merged or consolidated or
                               reorganized into or with another corporation or
                               other legal person, and as a result of such
                               merger, consolidation or reorganization, less
                               than a majority of the combined voting power of
                               the then-outstanding securities of such
                               corporation or person immediately after such
                               transaction is held in the aggregate by the
                               holders of Voting Shares immediately prior to
                               such transaction;

                          (ii) The Employer sells or otherwise transfers all or
                               substantially all of its assets to any other
                               corporation or other legal person, and as a
                               result of such sale or transfer less than a
                               majority of the combined voting power of the
                               then-outstanding securities of such corporation
                               or person immediately after such sale or transfer
                               is held in the aggregate by the holders of Voting
                               Shares immediately prior to such sale or
                               transfer;

                         (iii) There is a report filed on Schedule 13D or
                               Schedule 14D-1 (or any successor schedule, form,
                               or report), each as promulgated pursuant to the
                               Securities Exchange Act of 1934 (the "Exchange
                               Act"), disclosing that any person (as the term
                               "person" is used in Section 13(d)(3) or Section
                               14(d)(2) of the Exchange Act) has become the
                               beneficial owner (as the term "beneficial owner"
                               is defined under Rule 13d-3 or any successor rule
                               or regulation promulgated under the Exchange Act)
                               of securities representing thirty (30%) percent
                               or more of the Voting Shares;

                          (iv) Employer files a report or proxy statement with
                               the Securities and Exchange Commission pursuant
                               to the Exchange Act disclosing in response to
                               Form 8-K or Schedule 14A (or any successor
                               schedule, form or report or item therein) that a
                               change in control of the Employer has or may have
                               occurred or will or may occur in the future
                               pursuant to any then-existing contract or
                               transaction, provided, that a Change in Control
                               will not be deemed to have occurred if a
                               potential change in control disclosed in such
                               filing does not in fact occur; or

                                      16
<PAGE>
                           (v) If during any period of two (2) consecutive
                               years, individuals who at the beginning of any
                               such period constitute the Directors of the
                               Employer cease for any reason to constitute at
                               least a majority thereof, unless the election, or
                               the nomination for election by the Employer's
                               shareholders, of each Director of the Employer
                               first elected during such period was approved by
                               a vote of at least two-thirds of the Directors of
                               the Employer then still in office who were
                               Directors of the Employer at the beginning of any
                               such period.

                          (vi) Notwithstanding the foregoing provisions of
                               Subsections (iii) and (iv) above, a "Change in
                               Control" shall not be deemed to have occurred for
                               purposes of this Agreement (A) solely because
                               (1) the Employer, (2) a subsidiary of the
                               Employer, (3) any Employer-sponsored employee
                               stock ownership plan or other employee benefit
                               plan of the Employer or (4) Executive, either
                               files or becomes obligated to file a report or
                               proxy statement under or in response to Schedule
                               13D, Schedule 14D-1, Form 8-K or Schedule 14A
                               (or any successor schedule, form, or report or
                               item therein) under the Exchange Act, disclosing
                               beneficial ownership by such company, plan or
                               the Executive of shares of Voting Shares,
                               whether in excess of thirty (30%) percent or
                               otherwise, or because the Employer reports that
                               a change of control of the Employer has or may
                               have occurred or will or may occur in the future
                               by reason of such beneficial ownership or (B)
                               solely because of a change in control of any
                               Subsidiary.

                         (vii) Notwithstanding the foregoing, if prior to any
                               event described in Subsections (i), (ii), (iii)
                               or (iv) of this Subsection (a) instituted by any
                               person who is not an officer or director of the
                               Employer, or prior to any disclosed proposal
                               instituted by any person who is not an officer
                               or director of the Employer which could lead to
                               any such event, management proposes any
                               restructuring of the Employer which ultimately
                               leads to an event described in Subsections (i),
                               (ii), (iii) or (iv) of this Subsection (a)
                               pursuant to such management proposal, then a
                               "Change in Control" shall not be deemed to have
                               occurred for purposes of this Agreement.

                  (b) "Constructive Termination" means termination by Executive
                      of this Agreement and employment with the Employer (except
                      in connection with Executive's death, Total Disability or
                      in anticipation by  Executive of a Termination  with
                      Cause) as a result of (i) assignment to Executive by
                      Employer of duties that are materially inconsistent with
                      Executive's position, duties or responsibilities as
                      described on Exhibit A, (ii) any reduction in Base Salary
                      below the level described in Section 3(b), participation
                      in the annual incentive program with the potential to earn
                      an annual cash bonus based on a percentage of Base Salary
                      which is a smaller percentage than provided to similarly
                      situated Executives, participation in the Omnibus Plan in
                      an award

                                      17
<PAGE>
                      range less  than that of similarly situated Executives, or
                      a reduction in the SERP contribution as defined in
                      Exhibit B, Section 3(e), (iii) a material failure by
                      Employer to fulfill its obligations under this Agreement
                      which is not cured within ten (10) business days after
                      receipt by Employer of such written notice from Executive
                      specifying the nature of the material failure.

                  (c) "Date of Termination" means (i) the date on which the
                      written notice under Section 4 or Section 5 is given by
                      Executive or Employer; provided, if within thirty (30)
                      days after receiving Executive's notice, Employer
                      notifies Executive that a dispute exists concerning the
                      termination, the Date of Termination shall be the date on
                      which the dispute is finally resolved, either by mutual
                      written agreement of the parties, by a binding and final
                      arbitration award if agreed upon by the Executive and the
                      Employer or by a final judgment, order or decree of a
                      court of competent jurisdiction, the time for appeal
                      therefrom having expired and no appeal having been
                      perfected; provided, during the period of dispute,
                      Employer agrees to continue Executive's Total
                      Compensation or (ii) in the case of the failure of the
                      Employer's successor to assume this Agreement, the
                      effective date of the Change in Control.

                  (d) "Employer," for purposes of Sections 4 and 5, means the
                      Employer as herein before named and any successor which
                      executes the Agreement or otherwise becomes bound by all
                      the terms and provisions of this Agreement by operation of
                      law.

                  (e) "Good Reason Resignation" means termination of this
                      Agreement by Executive during the Change in Control Term
                      as a result of (i) any diminishment in, or an alteration
                      of, Executive's duties inconsistent with position and
                      status with the Company as in effect immediately prior to
                      the Change in Control, (ii) assignment to Executive by
                      Employer of duties that are inconsistent with Executive's
                      position, duties and responsibilities in effect
                      immediately prior to the Change in Control, (iii) any
                      removal of Executive from or failure to re-elect him or
                      appoint him to any of such positions, except in the case
                      of a Termination With Cause, or on account of Total
                      Disability, (iv) any reduction in one or more components
                      or elements of Executive's compensation and benefits
                      package described in Section 3 and in Exhibit B hereof
                      that is in effect immediately prior to the Change in
                      Control, (v) failure by the Employer to obtain the
                      assumption of agreement to perform this Agreement by any
                      successor to the Employer, or (vi) a change in Executive's
                      location of employment outside of the standard statistical
                      metropolitan area of Atlanta, Georgia.

                  (f) "Termination With Cause" means termination of this
                      Agreement by Employer as a result of (i) the willful
                      engaging by Executive in misconduct which is materially
                      injurious to the Company, monetarily or otherwise, (ii)
                      conduct by Executive amounting to fraud, dishonesty, gross
                      negligence or willful misconduct in matters affecting the
                      fiscal affairs of Employer, (iii) material inattention to,
                      failure to adequately perform or breach of his duties
                      hereunder

                                      18
<PAGE>
                      (other than as a result of illness or injury), provided
                      such event has not been cured within ten (10) business
                      days after receipt by Executive of written notice from
                      Employer of its occurrence, (iv) excessive unexcused
                      absences (other than vacation as provided on Exhibit B,
                      illness or disability) by Executive from work, (v)
                      Executive's material failure to comply with federal,
                      state or local laws in connection with his employment
                      (vi) Executive's conviction of (or plea of guilty or nolo
                      contendere to) a felony or to a misdemeanor involving
                      moral turpitude, or (vii) Executive's excessive use or
                      abuse of drugs, alcohol or other toxic substances
                      impairing his ability to perform his duties hereunder.

                  (g) "Termination Without Cause" means a termination of this
                      Agreement by Employer which is not a termination because
                      of the death of Executive, a Termination With Cause, a
                      Voluntary Resignation, a Good Reason Resignation, a
                      Constructive Termination or Executive's Total Disability.

                  (h) "Total Compensation" means Total Direct Compensation plus
                      Total Indirect Compensation.

                  (i) "Total Direct Compensation" means the sum of (i)
                      Executive's highest weekly Base Salary paid during the 36
                      months preceding his Date of Termination multiplied by 52
                      plus (ii) the greater of (a) his highest annual incentive
                      or commission pay earned during any of the three (3)
                      12-month periods preceding the Executive's Date of
                      Termination or (b) his weekly Base Salary as of the Date
                      of Termination annualized for the year of termination
                      multiplied by the incentive or commission pay that would
                      have been payable had target incentive levels established
                      in Exhibit B been earned for the year of termination.
                      Such pay shall be determined prior to any pre-tax
                      deferrals under the Employer's then existing deferral
                      programs including, but not limited to, the Employer's
                      Section 125 plan, Section 401(k) plan and deferred
                      compensation plan.

                  (j) "Total Disability" means the inability of Executive to
                      perform his material and substantial duties hereunder by
                      reason of mental or physical illness, injury or disease
                      which is expected to result in death or be of indefinite
                      duration. The Compensation Committee of the Board of
                      Directors shall determine in good faith whether the
                      Executive has suffered Total Disability.

                  (k) "Total Indirect Compensation" means the sum of (i) the
                      benefits described in (A) or (B) herein, whichever is
                      larger and (ii) the Employer Contribution, reimbursement
                      or payment which would have been made for the calendar
                      year of termination to fund the Benefits described on
                      Exhibit B. Each qualified and non-qualified plan and
                      program taken into account under (A) or (B) herein and
                      enumerated under Schedule B shall be determined
                      separately.

                                      19
<PAGE>
                      (A) is the sum of the highest benefits accrued,
                      contributions paid or an equivalent value attributable
                      thereof during the three (3) 12-month periods preceding
                      the Date of Termination, and (B) is an amount that, in the
                      event the plan or program specifies a contribution amount,
                      percentage, grant or vesting schedule, equals such
                      contribution or percentage, determined as if Executive had
                      continued in employment for the period specified in
                      Section 4(e)(ii) or Section 5(f)(ii)(B), as applicable,
                      and using Total Direct Compensation as the base to which
                      such contribution or percentage shall be applied.

                  (l) "Voluntary Resignation" means a termination of this
                      Agreement by Executive on account of retirement or other
                      employee-initiated termination which does not constitute a
                      Constructive Termination or Good Reason Resignation.

                  (m) "Voting Shares" means at any time the then-outstanding
                      securities  entitled to vote generally in the election of
                      directors of the Employer.

         IN WITNESS WHEREOF, Employer and Executive have each executed and
delivered this Agreement, as of the date first shown above.

                                                EMPLOYER:
                                                CHOICEPOINT INC.

                                                By:    /s/ Derek V. Smith

                                                Name   Derek V. Smith

                                                Title: Chairman & CEO

                                                EXECUTIVE:

                                                /s/ Steven W. Surbaugh

                                      20
<PAGE>
                                    EXHIBIT A

              INITIAL DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE

TITLE: Chief Financial Officer

DUTIES:

Steven W. Surbaugh ("Executive") shall be responsible for the management of
ChoicePoint Inc. ("Company"), as indicated below in his capacity as Chief
Financial Officer. The duties set forth below may be modified by Employer in
accordance with the terms of the Employment Agreement, dated April 25, 2002,
between the Employer and Executive.

Executive will report to the Company's Chief Operating Officer. Executive's
primary responsibility is to provide leadership and direction to the overall
finance, accounting, and administration function at the Employer and to provide
general financial advice and counsel to the senior management team and the Board
of Directors. The primary duties of the Executive are:

1.   Directing the preparation of annual operating  budgets and the monitoring
     and reporting of monthly performance vs. budget internally to the Board of
     Directors, appropriate regulatory bodies, and the Company's shareholders
     pursuant to Company policy, and all regulations and laws.

2.   Directing preparation and review of capital requests to the appropriate
     level of authority as prescribed by Company policy and the By-Laws.

3.   Preparing of special financial analyses relating to the Company as may be
     required from time to time by the Chief Executive Officer, Chief Operating
     Officer, Board of Directors, and outside auditors.

4.   Oversight and supervision of day-to-day accounting and finance functions
     and the timely preparation and maintenance of accurate financial records,
     including:

         a.  accounts payable
         b.  credit, billing, and collections
         c.  general accounting
         d.  fixed asset accounting
         e.  payroll processing and HR deduction compliance documentation
             maintenance
         f.  treasury and cash management
         g.  financial and management reporting

                                      21
<PAGE>
5.   Oversight and supervision of the following corporate staff functions:

         a.  Human Resource/Training Departments
         b.  Benefit Plans/Executive Compensation
         c.  Risk Management/General Insurance
         d.  Facilities/Office Management/Purchasing
         e.  Tax Departments

6.   Under direction of Chief Operating Officer, at specified intervals, causing
     proposed operating and capital expenditure budgets to be reviewed and
     approved by the Board of Directors.

7.   Under direction of Chief Operating Officer, planning and directing
     investigations and negotiations pertaining to mergers, joint ventures,
     acquisitions of businesses, or the sale of the Company's assets pursuant to
     Company policy and the By-Laws.

8.   Analyzing operating results of the Company relative to establishing
     financial objectives and insuring that appropriate steps are taken to
     correct any unsatisfactory conditions.

9.   Insuring the adequacy and soundness of the Company's financial structure,
     reviewing projections of the Company's working capital requirements,
     causing negotiations or otherwise arranging for outside financing as maybe
     indicated.

                                      22
<PAGE>
                                    EXHIBIT B

                      COMPENSATION, BENEFITS AND SEVERANCE

Executive:        Steven W. Surbaugh         Title:   Chief Financial Officer
          ----------------------------------        ----------------------------

Effective Date of Exhibit B:        April 25, 2002
                             ------------------------

Section 3.        Compensation and Benefits.

In addition to the plans, programs or arrangements established from time to time
for other similarly situated employees, Executive shall also be entitled,
pursuant to Section 3 of the Agreement, to the compensation, benefits and
perquisites set forth herein.

         Section 3(c): Annual Incentive Program.

         Executive shall be entitled to participate in the ChoicePoint Inc.
         Incentive Compensation Plan, and pursuant to the terms of such plan, be
         eligible for an annual cash bonus as a percentage of Base Salary
         determined by the achievement of certain performance measurements
         specified in the plan. This incentive level shall continue each
         calendar year until adjusted by the Compensation Committee of the
         Board.

                                   2002 Award



Level of Achievement                                    % of Base Salary
--------------------                                    ----------------
                                                    
       Target                                                  50%
       Maximum                                                100%
       Greater than Maximum                             at discretion of CEO

       Transformational Priorities                          -25% to 50%


                  Based on your continued employment and satisfactory
                  performance, the minimum award for the 2002 plan year will be
                  $300,000. Any 2002 award greater than this amount will not be
                  proprated due to a partial year of employment.

         Section 3(d): Omnibus Plan.

         Executive shall be entitled to participate in the ChoicePoint Inc. 1997
         Omnibus Stock Incentive Plan and be considered to receive grants under
         such plan as may be determined by the Compensation Committee from time
         to time in its sole discretion and in accordance with the terms of the
         plan.

                  1997 Omnibus Plan Grants

                  As of the Effective Date of the Agreement, the Compensation
                  Committee approved for the Executive the following: 150,000
                  nonqualified stock options and

                                      23
<PAGE>
                  20,000 Restricted Shares, which are more fully described in
                  the respective Nonqualified Employee Stock Option Agreement
                  and Restricted Stock Agreement.

         Section 3(e): Non-Qualified Plan.

         Executive shall be entitled to participate in the ChoicePoint Inc.
         Deferred Compensation Plan ("Deferred Compensation Plan") pursuant to
         the terms of such plan. Executive shall be eligible for an SERP
         contribution equal to 0-10% of "Compensation" as the term is defined
         under such plan.

         Section 3(f): Benefits

         Executive shall be entitled to participate in Employer's benefit
         programs for similarly situated salaried employees pursuant to the
         terms of such programs, including, without limitation, medical, dental,
         life insurance, long-term disability insurance, flexible spending
         account arrangements and the Employer's flexible credit plan. Pursuant
         to the terms of the Company's Executive Fringe Benefit Policy,
         Executive shall be entitled to the following fringe benefits and
         perquisites, provided at Employer's expense:



              Benefit                                Amount                            Duration (1)
---------------------------------------------------------------------------------------------------------------
                                                                      
Executive Loan                        Up to $50,000                          Term of Agreement

---------------------------------------------------------------------------------------------------------------
Vacation                              Employer policy,                       Annually
                                      subject to minimum of 4 weeks

---------------------------------------------------------------------------------------------------------------
Financial Planning/                   Maximum amount $15,000                 Annually for Term of Agreement,
Tax Preparation                                                              including year following year of
                                                                             death

---------------------------------------------------------------------------------------------------------------
Executive Physical                    $1,000                                 Annually

---------------------------------------------------------------------------------------------------------------
Personal Umbrella                     $5,000,000                             Term of Agreement
Insurance Policy

---------------------------------------------------------------------------------------------------------------
Club Dues                             One Club                               Term of Agreement

---------------------------------------------------------------------------------------------------------------
Life Insurance                        $2,000,000                             Term of Agreement

---------------------------------------------------------------------------------------------------------------
Short-Term                            100% of Base Salary                    Earlier of 6 months or end of
Disability Insurance                                                         Total Disability

---------------------------------------------------------------------------------------------------------------
Long-Term Disability                  45% of Total                           Earlier of age 65 or end of
                                      Direct Compensation                    Total Disability

---------------------------------------------------------------------------------------------------------------


         (1)      In each case where the benefit is intended to be provided for
         the Term of the Agreement, "Term" shall include the Initial Term and
         any renewal term.

                                      24
<PAGE>
SECTION 10.   DEFINITIONS.

         Section 10(k): "Total Indirect Compensation"

         Subparagraph (k) is determined by taking into account the following
         benefits:

                  a)       Matching and profit sharing contributions under the
                           ChoicePoint Inc. 401(k) Profit Sharing Plan;

                  b)       Excess contributions (made as a result of any
                           limitation(s) on  ChoicePoint's  qualified plan
                           benefits) and SERP contributions under the
                           ChoicePoint Inc. Deferred Compensation Plan.

                                      25
<PAGE>
                                    EXHIBIT C

                                 GENERAL RELEASE

THIS GENERAL RELEASE ("Release") is entered into on the date(s) signed below by
and between ChoicePoint Inc. or a subsidiary of ChoicePoint Inc. ("employer"), a
Georgia Corporation, and Steven W. Surbaugh ("Executive").

                                    RECITALS

        A. Employer and Executive have entered into an Employment and
           Compensation Agreement ("the Agreement").

        B. Section 4 (e) of the Agreement provides that Executive is eligible
           for severance benefits only if, among other conditions, Executive
           executes and delivers the Release to Employer within 30 days after
           termination of employment, and the Release becomes effective and
           irrevocable.

        C. Executive has terminated employment with Employer under one of the
           circumstances set forth in Section 4 of the Agreement which otherwise
           entitles Executive to receive benefits ("Severance Benefits") under
           the Agreement.

        D. Executive desires to qualify for benefits offered under the Agreement
           by executing the Release.

        E. In consideration of the mutual promises contained herein, Employer
           and Executive agree as follows:

                1.   Consideration. In consideration for Executive's agreement
                     to release all claims described in paragraph 2 below,
                     Executive will receive the Severance Benefits specified
                     in the Agreement.  Executive acknowledges that, but for
                     execution of this Release, Executive would not be
                     entitled to receive Severance Benefits.  The amount,
                     timing and form of payment of Severance Benefits shall be
                     determined pursuant to the terms of the Agreement.  This
                     Release will continue in force and effect even if some
                     portion of the Severance Benefits provided under the
                     Agreement is returned to Employer as a result of
                     Executive's reemployment in any salaried capacity by
                     Employer or any of its affiliates.

                2.   Release. As consideration for the Severance Benefits
                     extended to Executive under the terms of the Agreement
                     and this Release, benefits to which Executive
                     acknowledges that Executive would not otherwise be
                     entitled, Executive agrees for Executive, Executive's
                     heirs, executors, administrators, successors and assigns
                     to forever release and discharge Employer and its
                     subsidiaries, related companies, successors and assigns,
                     officers, directors, agents, executives, and former
                     executives from any and all claims, debts, promises,
                     agreements, demands, causes of actions, losses and
                     expenses of every nature whatsoever known or unknown,
                     suspected or unsuspected, filed or unfiled, arising prior
                     to the Acceptance Date of this Release, or arising out of
                     or in connection with Executive's employment by and of
                     Employer and any affiliate of Employer.  This total
                     release includes, but is not limited to, breach of
                     contract (express or implied) including breach of the
                     implied covenant of good faith and fair dealing;
                     intentional

                                      26
<PAGE>
                     infliction of emotional harm; wrongful discharge;
                     violation of public policy; defamation; invasion of
                     privacy, impairment of economic opportunity; negligent
                     infliction of emotional distress; or any other tort; any
                     claims for punitive, compensatory, and retaliatory
                     discharge damages, back or front pay claims and fringe
                     benefits; attorney's fees; the Civil Rights Act of 1866,
                     42 U.S.C.  section 1981, as amended; Title VII of the
                     Civil Rights Act of 1964, 42 U.S.C.  section 2000(e) et
                     seq., as amended; the Age Discrimination in Employment
                     Act of 1967, 29 U.S.C.  section 621 et seq., as amended;
                     the Rehabilitation Act of 1973, 29 U.S.C.  section 701,
                     et seq., as amended; the Older Workers' Benefit
                     Protection Act, 42 U.S.C.  section 621 et seq., the
                     Americans with Disabilities Act of 1990, 42 U.S.C.
                     section 12101 et seq., as amended; the False Claims Act,
                     31 U.S.C.  section 3729, et seq., as amended; or any
                     other federal, State, or municipal statute or ordinance
                     or common law claim relating to discrimination in
                     employment or otherwise regulating the employment
                     relationship, or regulating the health or safety of the
                     work place.  This Release does not extend to unpaid
                     accrued vacation available, vested pension benefits
                     (including, without limitation, benefits under Employer's
                     qualified retirement and non-qualified deferred
                     compensation plans) unemployment compensation claims, or
                     workers' compensation claims.

                     "A general release does not extend to claims which the
                     creditor does not know or suspect to exist in his favor at
                     the time of executing the release, which if known by him
                     must have materially affected his settlement with the
                     debtor."

                 3.  No Pending or Future Lawsuits. Executive represents that
                     Executive has no lawsuits, claims or actions pending in
                     Executive's name, or on behalf of any other person or
                     entity, against Employer or any other person or entity
                     referred to herein.  Executive also represents that
                     Executive does not intend to bring any new or different
                     claims on Executive's own behalf or on behalf of any
                     other person or entity against Employer and/or its
                     subsidiaries, related companies, successors and assigns,
                     officers, directors, agents, executives and former
                     executives.  Moreover, Executive hereby promises,
                     warrants, represents and covenants that Executive will
                     file no claim, lawsuit, or other action on Executive's or
                     any other person or entity's behalf against Employer
                     and/or any other person or entity referred to herein
                     based on any actions taken, circumstances, consequences,
                     or conduct occurring during Executive's employment by and
                     leaving of Employer and/or any affiliate of Employer.
                     Executive understands that the consideration set forth in
                     this Release constitutes the sole sums Executive can
                     recover from Employer and/or any other person or entity
                     referred to herein for any litigation arising from
                     actions taken, circumstances, consequences, and/or
                     conduct that occurred during Executive's employment by
                     and/or leaving of Employer and/or any affiliate of
                     Employer.  Executive agrees that Executive will not seek
                     or apply for reemployment, employment, or independent
                     contractor status with Employer, other than upon the
                     request of Employer.

                4.   Covenant Not to Sue. Executive agrees that Executive will
                     not file any action, or Suit contesting the legality of the
                     ending of Executive's employment or the validity of this
                     Release or attempting to negate, modify, or reform this
                     Release. Executive warrants and represents that Executive
                     has not assigned or in any way conveyed, transferred or
                     encumbered all or any portion of the claims or rights
                     covered by this Release.

                5.   Enforcement of Agreement The parties hereto agree that each
                     provision of this Release is a material provision and
                     that failure of any party to perform any one provision
                     hereof shall be the

                                      27
<PAGE>
                     basis for voiding the entire Release at the option of the
                     other party, or for pursuing an action at law for such
                     breach. Any party may waive or excuse the failure of any
                     other party to perform any provision of this Release,
                     provided, however, that any such waiver shall not
                     preclude the enforcement of this Release upon any
                     subsequent breach, whether or not similar in character,
                     to any waived breach.  Upon any breach by Executive,
                     Employer may cease any future payments.  The parties
                     further agree that in the event that suit is instituted
                     to enforce any of the rights of the parties to this
                     Release, the prevailing party in such litigation shall be
                     entitled, as additional damages, to reasonably incurred
                     attorneys' fees and costs incurred in the enforcement of
                     this Release.

                6.   Effective Date of Release. Executive is entitled to review
                     and consider this Release for twenty-one (21) calendar
                     days following the date of receipt of the Release (the
                     "Receipt Date") before signing and returning this Release
                     to Employer. If Executive does not accept the terms of
                     this Release in writing and deliver the executed Release
                     to Employer within twenty-one (21) days following the
                     Receipt Date, no Severance Benefits will be payable to
                     the Executive under the Agreement. For a period of seven
                     (7) calendar days following the date of Executive's
                     execution of this Release (the "Acceptance Date"),
                     Executive may revoke this Release ("Revocation Period").
                     Executive may revoke this Release only by giving Employer
                     formal, written notice of Executive's revocation of this
                     Release to the name and address set forth in paragraph
                     (c) of Section 12 of this Release, to be received by
                     Employer by the close of business on the seventh (7th)
                     day following Executive's execution of this Release (or
                     fifteen (15) days if Executive is subject to the laws of
                     the state of Minnesota). This Release shall not become
                     effective in any respect until the Revocation Period has
                     expired without notice of revocation. In the absence of
                     Executive's revocation of this Release, the eighth (8th)
                     day, or the fifteenth (15th) day if subject to Minnesota
                     law, after Executive's execution of this Release shall be
                     the "Effective Date" of this Release, at which time the
                     rights of all parties under this Release become fully
                     enforceable.

                7.   Performance of Release. Each of the parties signing this
                     Release warrants and represents that he/she/it shall
                     execute and deliver any and all instruments, agreements,
                     documents or other writings, and shall perform all other
                     acts deemed to be necessary to effect the terms and
                     purposes of this Release.

                8.   Other Releases. This Release constitutes a single,
                     integrated, written contract expressing the entire
                     understanding between the parties with respect to the
                     subject matter hereof.  No covenants, agreements,
                     representations or warranties of any kind whatsoever,
                     whether oral, written or implied, have been made by any
                     party hereto, except as specifically set forth in this
                     Release.  All prior discussions, agreements,
                     understandings and negotiations have been and are merged
                     and integrated into, and are superseded by, this Release
                     with respect to the subject matter hereof.  However, the
                     provision of any written agreements between Employer and
                     the Executive which by their terms continue beyond the
                     ending of employment, shall continue in full force and
                     effect and shall not be affected by the terms of this
                     Release.

                9.   Modification. No cancellation, modification, amendment,
                     deletion, addition, or other changes in this Release or
                     any provision hereof or waiver of any right herein
                     provided shall be effective for any purpose unless
                     specifically set forth in a written agreement signed by
                     both Executive and an authorized representative of
                     Employer.

                                      28
<PAGE>
                10.  Construction and Severability. In the event that any
                     provision of this Release shall be held to be void,
                     voidable, or unenforceable, the remaining portions hereof
                     shall remain in full force and effect. The parties agree
                     and intend that no provision of this Release should be
                     considered in a legal or agency proceeding to be void,
                     voidable or unenforceable if it can be interpreted or
                     modified to read in a way that is legal and enforceable.

                11.  Acknowledgment: Executive warrants and represents to
                     Employer as follows:

                       (a) Executive has had ample time to review all of the
                           provisions of this Release and fully understands it
                           and the choices with respect to advisability of
                           making the Release provided herein.

                       (b) Executive has been encouraged by Employer to review
                           all of the provisions of this Release with
                           independent legal counsel and other advisors, and has
                           had the opportunity to pursue such a review.

                       (c) Executive acknowledges that Executive has entered
                           into this Release by Executive's free will and choice
                           without any compulsion, duress, or undue influence
                           from anyone.

                       (d) Executive does not have any actions pending against
                           Employer and/or its subsidiaries, related companies,
                           successors and assigns, officers, directors, agents,
                           Executives and former Executives, that address claims
                           that are released under the terms of this Release,
                           and that no such claims will be filed during the
                           Revocation Period of this Release without the formal
                           notification of Executive's revocation of this
                           Release.

                       (e) Executive understands that if Executive is
                           re-employed by Employer, any unpaid Severance
                           Benefits will not be paid. If Severance Benefits are
                           paid in a lump sum and Executive is rehired,
                           Executive must repay the portion of the Severance
                           Benefits attributable to the period of time after his
                           reemployment date. If Executive is rehired at a lower
                           base salary than in effect immediately prior to
                           commencement of the severance period, the difference
                           between the Severance Benefits attributable to base
                           salary and the lower base salary will continue to be
                           paid to Executive through the severance period.

                       (f) Executive understands that if Executive has a loan
                           from Employer, is in possession of Employer property,
                           or is otherwise indebted to Employer, no Severance
                           Benefits will be paid until arrangements have been
                           made regarding these obligations. If satisfactory
                           arrangements are not made, such obligations to
                           Employer will be deducted from Executive's Severance
                           Benefits.

                12.  Notice.

                      (a)  This Release, and any revocation of this Release or
                           other required communication, shall be deemed to be
                           delivered to and received by Employer at the address
                           set forth in paragraph (b) below on the date
                           postmarked if it is sent by U.S. first class,
                           registered or certified mail, return receipt
                           requested, postage prepaid. Executive may send this
                           Release to the address set forth in paragraph (b)
                           below using any other means (including personal
                           delivery, overnight delivery service, expedited
                           courier, messenger, or facsimile), but the Release
                           will be deemed to have been received by Employer only
                           when it actually is received by Employer.

                                      29
<PAGE>
                      (b)  The Release, revocation of this Release and any other
                           communication, which is required or permitted to be
                           delivered to Employer hereunder, shall be addressed
                           as follows:

                                        ChoicePoint Inc.
                                        1000 Alderman Drive
                                        Alpharetta, Georgia 30005
                                        Attention: Insurance and Benefits
                                        Department

                                        Facsimile number (770) 619-8784

                           or to such other address as Employer may have
                           specified in a notice duly given to the Executive.

PLEASE READ AND CONSIDER THIS AGREEMENT CAREFULLY BEFORE EXECUTING. THIS
SETTLEMENT AGREEMENT AND RELEASE INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS.

The undersigned further states he/she has carefully read this Release, knows and
understands its contents, and that he/she executes it as their own free act and
deed.

                                               CHOICEPOINT INC.
                                By:
                                   ---------------------------------------------
                                                (Signature)

                                Name:
                                     -------------------------------------------
                                                  (Print)

                                Date of ChoicePoint Signature:
                                                              ------------------

                                Receipt Date:
                                             -----------------------------------
                                   (Date of actual delivery if by hand or five
                                   days after mailing)

                                      30
<PAGE>
                                                  EXECUTIVE

                                By:
                                   --------------------------------------------
                                   (Signature)

                                Acceptance Date:
                                                --------------------------------
                                                (Date of execution by Executive)

                                Name:             Steven W. Surbaugh
                                     -------------------------------------------
                                                     (Print)
                                Address:
                                        ----------------------------------------

                                Social Security Number:
                                                       -------------------------

NOTICE TO EXECUTIVE: YOU MUST RETURN THE ENTIRE GENERAL RELEASE TO THE ABOVE
ADDRESS -- IF YOU RETURN ONLY THIS PAGE, YOUR SEVERANCE BENEFITS CANNOT BE
PROCESSED.

                                      31