EXHIBIT 10.1
VOTING AGREEMENT
This VOTING
AGREEMENT is dated as of May 21, 2009 (this
“Agreement”) between Fair Isaac Corporation, a Delaware
corporation (the “Company”), and Southeastern Asset
Management, Inc., a Tennessee corporation
(“Southeastern”).
WHEREAS
Southeastern has requested that the Board of Directors of the
Company amend the Rights Agreement, dated August 9, 2001, by and
between the Company and Mellon Investor Services LLC (the
“Rights Agreement”) to permit Southeastern, together
with its Affiliates and Associates, to Beneficially Own up to (but
less than) 20% of the then outstanding shares of the Common Stock
of the Company; and
WHEREAS, the
Company has conditioned the approval of such amendment on
Southeastern’s entry into this Agreement,
NOW, THEREFORE, in
consideration of the covenants and undertakings set forth herein,
the parties hereto agree as follows:
Section
1.
Definitions . Capitalized terms used and not
otherwise defined herein have the definitions assigned to them in
the Rights Agreement.
Section
2. Voting
Arrangements . If Southeastern, together with all
Affiliates and Associates of Southeastern, Beneficially Own 15% or
more of the shares of Common Stock of the Company then outstanding,
then Southeastern shall vote, or cause to be voted, all such shares
of Common Stock in excess of 15% of the shares of Common Stock then
outstanding on all matters submitted to a vote of the holders of
Common Stock (whether at a meeting or by written consent) in
accordance with the recommendation of the Board of Directors of the
Company or, if the Board of Directors of the Company does not make
a recommendation with respect to a particular matter, in proportion
to the votes cast by the holders of Common Stock other than
Southeastern, its Affiliates and
Associates. Southeastern shall use best efforts to cause
all shares of Common Stock of the Company Beneficially Owned by
Southeastern, its Affiliates or Associates to be represented, in
person or by proxy, at all meetings of holders of Common Stock of
the Company.
Section
3.
Termination . This Agreement may be terminated by
mutual consent of the Company and Southeastern.
Section 4.
Specific Performance . Southeastern agrees that any breach by
it of any provision of this Agreement would irreparably injure the
Company and that money damages would be an inadequate remedy
therefor. Accordingly, Southeastern agrees that the
Company shall be entitled to one or more injunctions enjoining any
such breach and requiring specific performance of this Agreement
and consents to
