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Fair
Isaac Corporation
1992 Long-term Incentive
Plan
Nonstatutory Stock
Option Agreement
INITIAL
GRANTS
(FOR Non-employee
Directors)
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 of grant
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, as
amended (the “Plan”). Terms that are not defined in
this Option Agreement will have the meanings given to them in the
Plan.
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Nonstatutory
Stock Option
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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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The applicable
percentage of this Option will vest and become exercisable on the
Vesting Dates, as shown on the Cover Page. In addition, this entire
Option will vest and become exercisable in full in the event
that:
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• Your service as a
director of Fair Isaac (or any Subsidiary) terminates because of
your Disability or death, or
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• Fair Isaac is subject
to a Change in Control while you are still a director of Fair Isaac
(or any Subsidiary).
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Options that
are not exercisable, or do not become exercisable in accordance
with the foregoing provisions, as of the termination of your
service as a director, shall terminate as of such date. Vested
Options may be exercised in the manner and during the period of
time set forth in this Option Agreement.
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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 first anniversary
date of the termination date of your service as a director of Fair
Isaac (or any Subsidiary).
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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 returned
a signed copy of the Option Agreement to Fair Isaac
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You must notify
Fair Isaac in writing of your intent to exercise this Option
. The notice must specify how many shares you wish to
purchase and must also 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 your death, that person must
prove to Fair Isaac’s satisfaction that he or she is entitled
to do so.
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When you submit
your notice, you must include payment of the exercise price shown
on the Cover Page for the shares you are purchasing. Payment may be
made in one (or a combination of two or more) of the following
forms, as approved by Fair Isaac in its sole discretion:
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