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Exhibit 10.42
FAIR
ISAAC CORPORATION
Terms and Conditions of Nonstatutory Stock Option Agreement
These
are the terms and conditions applicable to the NONSTATUTORY STOCK
OPTION granted by Fair Isaac Corporation, a Delaware corporation
(“Fair Isaac”), to you, the optionee listed on the
Notice of Grant of Stock Option attached hereto as the cover page
(the “Cover Page”), effective as of the date specified
on the Cover Page. The Cover Page together with these Terms and
Conditions of Nonstatutory Stock Option Agreement constitute the
Nonstatutory Stock Option Agreement (the “Option
Agreement”). This Option is granted pursuant to the terms of
Fair Isaac’s 1992 Long-term Incentive Plan (the
“Plan”).
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Nonstatutory
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This Option is not intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code. |
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Vesting
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Your Option vests and will be
exercisable on the vesting dates, as shown on the Cover Page. In
addition, your entire Option vests and will be exercisable in full
in the event that: |
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your service as an employee or
director of Fair Isaac (or any subsidiary) terminates because of
your Disability or death, or |
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any written employment agreement
(other than a stock option agreement) between you and Fair Isaac
provides for acceleration of this Option upon a change in control
of Fair Isaac or upon any other specified event or combination of
events. |
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No additional shares become
exercisable after your employment or service with Fair Isaac has
terminated for any reason; and all unvested options hereunder are
cancelled as of the last day of your employment or service. Vested
options may be exercised in the manner and during the period of
time set forth in this Option Agreement. |
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Exercise
Period
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The right to purchase shares under
this Option Agreement terminates at 3:00 p.m. Pacific Time on the
earliest of |
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the Expiration Date shown on the
Cover Page; or |
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the 90th day after the termination
date of your service as an employee or director of Fair Isaac (or
any subsidiary), except if your termination results from
Retirement, Disability or death; or |
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the anniversary date of your
Retirement as an employee or director of Fair Isaac (or any
subsidiary); or |
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the anniversary date of the
commencement of your Disability, if you become disabled while an
employee or director of Fair Isaac (or any subsidiary) or |
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the anniversary date of your death,
if you die while an employee or director of Fair Isaac (or any
subsidiary). |
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Leaves of
Absence
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For purposes of this Option, your
service does not terminate when you go on a military leave, a sick
leave or another bona fide leave of absence, if the leave
was approved by Fair Isaac in writing. |
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Unless you return to active work upon
termination of your approved leave, your service will be treated as
terminating on the later of 90 days after you went on leave or
the date that your right to return to active work is guaranteed by
law or by a contract. Fair Isaac will determine which leaves count
for this purpose. |
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Restrictions on
Exercise
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You may not exercise this Option if
the issuance of shares at that time would violate any law or
regulation, as determined by Fair Isaac. Moreover, you cannot
exercise this Option unless you have accepted this Option in
accordance with procedures specified by Fair Isaac. |
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Notice of
Exercise
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If you do not exercise this Option
through an automated electronic exercise system approved by Fair
Isaac, then you must notify Fair Isaac in writing of your intent to
exercise this Option. |
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The notice must specify how many
shares you wish to purchase and must specify how your shares should
be registered (i.e., in your name only, in your and your
spouse’s names as community property, or as joint tenants
with right of survivorship). |
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If someone else wants to exercise
this Option after y |
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