TRANSITION AGREEMENT

Exhibit 10.1

CONFIDENTIAL

TRANSITION AGREEMENT

     THIS TRANSITION AGREEMENT (this “Agreement”) is made and entered into by and between Gresham T. Brebach, Jr. (“Brebach”), a resident of Massachusetts, and Fair Isaac Corporation (the “Company”), a Delaware corporation.

BACKGROUND

     A. On November 2, 2006 the Company and Brebach agreed it was in their mutual best interests for Brebach to resign his employment with the Company as a Business Strategy Vice President, effective November 2, 2006. By virtue of his resignation, Brebach no longer has a role as an executive officer or an officer of the Company as set forth in Section 16 of the Securities Exchange Act of 1934.

     B. Notwithstanding Brebach’s resignation as an officer of the Company effective November 2, 2006, Brebach has agreed to remain employed with the Company in a transitional role through January 1, 2007.

     C. The parties are mutually concluding their employment relationship amicably, but mutually recognize that such a relationship may give rise to potential claims or liabilities.

     D. The parties expressly deny that they may be liable to each other on any basis or that they have engaged in any unlawful or improper conduct toward each other or treated each other unfairly.

     E. The parties desire to resolve all issues now in dispute between them and have agreed to a full settlement of such issues.

     NOW THEREFORE, in consideration of the mutual promises and provisions contained in this Agreement, the Release and the Second Release referred to below, the parties, intending to be legally bound, agree as follows:

AGREEMENTS

1. Employment Termination . The parties hereby confirm that Brebach ‘ s employment with the Company will automatically terminate effective January 1, 2007, unless earlier terminated in accordance with paragraph 4 below (Brebach’s last day of employment referred to as the “Separation Date”).

2. Release and Second Release by Brebach . At the same time that Brebach executes this Agreement, he shall also execute a Release in the form attached to this Agreement as Exhibit A (the “Release”), in favor of the Company and its affiliates, divisions, committees, directors, officers, employees, agents, predecessors, successors and assigns. If on or within 21 days after the Separation Date Brebach executes a second release in the form of Exhibit B (the “Second Release”), then Brebach will be eligible for additional consideration as set out in paragraph 4 below. This Agreement will not be interpreted or construed to limit the Release or the Second Release in any manner. The existence of any dispute respecting the interpretation of this Agreement or the alleged breach of this Agreement will not nullify or otherwise affect the validity or enforceability of the Release or the Second Release.

3. Transition Period. For the period beginning November 2, 2006 and ending on the Separation Date (the “Transition Period”), Brebach has served as and will continue to be a full time employee of the Company. During the Transition Period, Brebach will continue to receive his regular base salary at the annual rate of $350,000.00, paid in accordance with the Company’s regular payroll cycle, and will participate in other employee benefits programs and plans in accordance with the terms of such programs and plans; provided, however that Brebach will not be eligible for payment under any bonus or incentive plans or programs of the Company, including, but not limited to, the Management Incentive Plan. During the Transition Period Brebach will facilitate a smooth transition of his prior responsibilities, assist with ongoing matters on which he worked prior to the Transition Period, and will assist on other matters as requested by the Company. Brebach will not be required to maintain regular office hours during the Transition Period, but must devote such time as is necessary to complete his responsibilities during the Transition Period and be generally available to the Company by phone or personal computer. As of November 2, 2006, Brebach ceased to be a Section 16 officer of the Company. Brebach shall not act as an employee, contractor, consultant or in any other capacity for any other entity other than the Company during the Transition Period.

4. Early Termination of Employment. Brebach and the Company agree that Brebach’s employment with the Company will automatically end on January 1, 2007 without further action by either party,

except that his employment will end (and the Separation Date will be) earlier if (i) Brebach rescinds or attempts to rescind this Agreement or the Release, (ii) Brebach terminates his employment during the Transition Period, (iii) Brebach dies, or (iv) the Company notifies Brebach of his material breach of the terms of this Agreement, the Release, or his Non-Disclosure Agreement and, if curable, such breach is not cured by Brebach within 10 days of receipt of the Company’s notification to Brebach of the breach, provided however, should any cure reasonably require more than 10 days to cure after receipt of a notice of breach, Brebach shall not be in breach of this Agreement if within 10 days after his receipt of notice he commences the cure and diligently pursues it thereafter.

5. Payment . Subject to the conditions described in this paragraph 5 below, the Company will make a lump-sum payment to Brebach in the amount of $25,000.00, less regular payroll withholdings. In addition, if Brebach signs the Second Release in accordance with paragraph 2 above, subject to the other conditions described in this paragraph 5 below, (x) the Company will make a lump-sum payment to Brebach in the amount of $120,000.00, less regular payroll withholdings, and (y) if Brebach elects available continued coverage of benefits (COBRA) in accordance with applicable laws and plans, the Company will pay the COBRA premiums for four months following the Separation Date (or until COBRA benefits are no longer available to Brebach, if earlier). Thereafter, COBRA continuation shall be at the sole expense of Brebach. Any lump-sum payments payable hereunder will be paid to Brebach as soon as practical after expiration of the applicable rescission period, consistent with the Company’s regular payroll cycle. The Company will make such payments and pay such premiums under this paragraph 4 only if: (i) Brebach has not rescinded this Agreement, the Release or the Second Release, as applicable, within the applicable rescission period, and (ii) Brebach has not breached his obligations under this Agreement, the Release, the Second Release or the Non-Disclosure Agreement dated December 31, 2003, between Brebach and the Company (“the Non-Disclosure Agreement”).

6. Retirement Plans . To the extent that Brebach is currently a participant in a pension, profit-sharing, or other retirement savings plan sponsored by the Company, Brebach will be entitled to withdraw from such plan and/or receive benefits at the times and under the terms and conditions set forth in the plan.

Following the Separation Date, the Company will make no further contributions to any pension, profit-sharing, or retirement plan or any other benefits plans, on behalf of Brebach.

7. Future References. It is Brebach’s responsibility to direct or cause to be directed all future official requests for references concerning him to the Vice President, Human Resources, of the Company, who will respond to such requests by confirming the dates of Brebach’s employment, identifying the position he held, and at his request, confirming his base salary.

8. Stock Options . Brebach agrees and acknowledges that the options listed in this paragraph below are his only options to purchase shares of the Company’s Common Stock and that such options are exercisable only to the extent reflected in his applicable stock option agreement. Brebach further agrees and acknowledges that his options to purchase the Company’s Common Stock will lapse and cease to be outstanding as of 90 days after the Separation Date, unless previously exercised in accordance with the terms of the Company’s 1992 Long-Term Incentive Plan and the applicable option agreement.

9. Non-Disclosure and Non-Solicitation Agreements .

      a.  Confidential Information . Brebach acknowledges and affirms his continuing obligation to comply with the terms and conditions of the Non-Disclosure Agreement.

      b.  Agreement Not to Hire . During the Transition Period and for a period of 12 consecutive months after the Separation Date, Brebach shall not, directly or indirectly (including without limitation as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any

association, consultant or otherwise), hire, engage or solicit any employee of the Company or induce or attempt to induce any employee of the Company to cease working for the Company.

      c.  Acknowledgment . Brebach hereby acknowledges that the provisions of this paragraph 9 are reasonable and necessary to protect the legitimate interests of the Company and that any violation of this paragraph 9 by Brebach shall cause substantial and irreparable harm to the Company that would not be quantifiable and for which no adequate remedy would exist at law and accordingly injunctive relief will be available for any violation of this paragraph 9.

      d.  Blue Pencil Doctrine . If the duration of or the scope of any business activity covered by any provision of this paragraph 9 is in excess of what is determined to be valid and enforceable under applicable law, such provision shall be construed to cover only that duration, scope or activity that is determined to be valid and enforceable. Brebach hereby acknowledges that this paragraph 9 shall be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

10. Confidentiality .

      a.  General Standard . The provisions of this Agreement, the Release and the Second Release (collectively “Confidential Separation Information”) will be treated by Brebach as confidential. Accordingly, Brebach will not disclose Confidential Separation Information to anyone at any time, except as provided in subparagraph 10(b) below.

      b.  Exceptions .

(i) It will not be a violation of this Agreement for Brebach to disclose Confidential Separation Information to his immediate family, his attorneys, his accountants or tax advisors, or his financial planners.

(ii) It will not be a violation of this Agreement for Brebach to disclose to employers and/or prospective employers that he is constrained from certain activities as a result of the terms of paragraph 9 above. Nor will it be a violation of this Agreement for Brebach to inform Company employees who ask him about employment opportunities outside the Company that the terms of paragraph 9 of this Agreement preclude him from engaging in certain activities that could interfere with their employment with the Company.

11. Records, Documents, and Property . Brebach acknowledges and represents that he has delivered to the Company any and all Company records and any and all Company property in his possession or under his control, including without limitation, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, data, tables, or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or confidential, proprietary, or other secret information of the Company and all copies thereof, and keys, access cards, access codes, source codes, passwords, credit cards, personal computers, telephones, and other electronic equipment belonging to the Company.

12. Non-disparagement . For a period of one year after the Separation Date, Brebach will not defame or disparage the reputation, character, image, products, or services of the Company, or the reputation or character of the Company’s directors or officers. The Company will instruct its current directors and officers not to defame or disparage Brebach’s reputation and, for a period of one year after the Separation Date, the Company will not authorize, encourage or permit any director or officer of the Company to defame or disparage Brebach’s reputation.

13. Claims Against the Company .

      a.  Non-recommendation . Brebach will not recommend or suggest to any potential claimants or plaintiffs or their attorneys or agents that they initiate claims or lawsuits against the Company, any of its affiliates or divisions, or any of its or their directors, officers, employees, or agents, nor will Brebach voluntarily aid, assist or cooperate with any claimants or plaintiffs or their attorneys or agents in any claims or lawsuits now pending or commenced in the future against the Company, any of its affiliates or divisions, or any of its or their directors, officers, employees, or agents; provided, however that this Agreement will not be interpreted or construed to prevent Brebach from giving testimony in response to questions asked pursuant to a legally enforceable subpoena, deposition notice, or other legal process, or during any legal proceeding or arbitrations involving the Company, any of its affiliates or divisions, or any of its or their directors, officers, employees, or agents, or from participating in any investigation by a governmental or law enforcement agency.

      b.  Agreement to Assist and Cooperate . At the Company’s reasonable request and upon reasonable notice, Brebach agrees that he will, at any future time, be available, with or without subpoena, to assist the Company with respect to matters concerning which Brebach has or may have knowledge as a result of or in connection with his employment by the Company. Such assistance may include, without limitation, participating in interviews, reviewing documents or things, giving depositions, testifying, or engaging in other reasonable activities in connection with any litigation or investigation, with respect to matters that Brebach has or may have knowledge of by virtue of his employment by or service to the Company or any related entity. In performing his obligations under this paragraph 13(b) to testify or otherwise provide information, Brebach will honestly, truthfully, forthrightly, and completely provide the information requested. Brebach will comply with this Agreement upon notice from the Company that the Company or its attorneys believe that his compliance would be helpful in the resolution of an investigation or the prosecution or defense of claims.

14. Full Compensation . Brebach understands that the payments and other consideration provided by the Company under this Agreement will fully compensate Brebach for and extinguish any