EXHIBIT 10.59
FAIR, ISAAC AND COMPANY, INCORPORATED
NONSTATUTORY STOCK OPTION AGREEMENT
NOVEMBER 16, 2001
FOR THOMAS GRUDNOWSKI
NONSTATUTORY This option is not intended to qualify as an
incentive stock STOCK OPTION option under
Section 422 of the Internal Revenue Code.
VESTING Your entire option vests and will be
exercisable in full on the Vesting Date, as
shown on the Notice of Grant of Stock Options
and Options Agreement ("Option Agreement").
In addition, your entire option vests and
will be exercisable in full in the event
that:
- Your service as an employee or director
of Fair, Isaac (or any subsidiary)
terminates because of your disability or
death, or
- Fair, Isaac is subject to a Change in
Control while you are still an employee or
director of Fair, Isaac (or any
subsidiary).
No additional shares become exercisable after
your Fair, Isaac service has terminated for
any reason.
DEFINITIONS "Retirement" means that you are eligible for
normal retirement or early retirement, as
defined as follows:
- "Normal Retirement Age" means age 65
- "Early Retirement" means age 55 and
completed 10 Years of Service. One Year of
Service is the completion of at least
1,000 hours of service during the year.
"Disability" means that you are unable to
engage in any substantial gainful activity by
reason of a medically determinable, physical
or mental impairment which can be expected to
result in death or which has lasted (or can
be expected to last) for a continuous period
of not less than 12 months.
"Change in control" shall be deemed to occur
upon the occurrence of BOTH (A):
i. The sale, lease conveyance or other
disposition of all or substantially all
of Fair, Isaac's assets as an entirety
or substantially as an entirety to any
person, entity or group of persons
acting in concert;
ii. Any "person" (as such term is used
in Section 13(d) and 14(d) of the
Securities and Exchange Act of 1934, as
amended) becoming the "beneficial owner"
(as defined in Rule 13d-3 under said
Act), directly or indirectly of
securities of Fair, Isaac representing
50% or more of the total voting power
represented by Fair, Isaac's then
outstanding voting securities; or
iii. A merger or consolidation of Fair,
Isaac with any other corporation, other
than a merger or consolidation which
would result in the voting securities of
Fair, Isaac outstanding
immediately prior thereto continuing to
represent (either by remaining
outstanding or by being converted into
voting securities of the surviving
entity) at least 50% of the total voting
power represented by the voting
securities of the Company or such
surviving entity outstanding immediately
after such merger or consolidation;
AND (B):
i. A material adverse change in your
position with Fair, Isaac which
materially reduces your responsibility,
without "cause" and without your written
consent;
ii. A material reduction in your
compensation without your written
consent; or
iii. A relocation of your place of
employment without your written consent.
TERM Your option will expire in any event at the
close of business at Fair, Isaac headquarters
on the Expiration Date shown on the Option
Agreement. (It will expire earlier if your
Fair Isaac service terminates, as described
below.)
REGULAR
TERMINATION If your service as an employee, director,
consultant or advisor of Fair, Isaac (or any
subsidiary) terminates for reasons other than
retirement, disability or death, then your
option will expire at the close of business
at Fair, Isaac headquarters on the earlier of
the expiration date stated in the Option
Agreement or the 90th day after your
termination date.
Fair, Isaac determines when your service
terminates for this purpose.
RETIREMENT If you retire as an employee or director of
Fair, Isaac (or any subsidiary), or your
service as a non-employee director terminates
for any reason, then your option will expire
at the close of business at Fair, Isaac
headquarters on the earlier of the expiration
date stated in the Option Agreement or the
date 12 months after the date of your
retirement. During that 12-month period, you
may exercise your option.
Fair, Isaac determines your retirement date
for this purpose.
DISABILITY If you become disabled as an employee,
director, consultant or advisor of Fair,
Isaac (or any subsidiary), then your option
will expire at the close of business at Fair,
Isaac headquarters on the earlier of the
expiration date stated in the Option
Agreement or the date 12 months after the
commencement of your disability.
Fair, Isaac determines the commencement date
of your disability for this purpose.
DEATH If you die as an employee, director,
consultant or advisor of Fair, Isaac (or any
subsidiary), then your option will expire at
the close of business at Fair, Isaac
headquarters on the earlier of the expiration
date stated in the Option Agreement or the
date 12 months after the date of death.
During that 12-month period, your estate,
beneficiary or heirs may exercise your
option.
-2-
LEAVES OF
ABSENCE 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. But your service
will be treated as terminating 90 days after
you went on leave, unless your right to
return to active work is guaranteed by law or
by a contract. And your service terminates in
any event when the approved leave ends,
unless you immediately return to active work.
Fair, Isaac determines which leaves count for
this purpose.
RESTRICTIONS
ON EXERCISE You agree not to 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.
NOTICE OF
EXERCISE When you wish to exercise this option, you
must notify Fair, Isaac by filing the proper
"Notice of Exercise" form at the address
given on the form. The notice will be
effective when it is received by Fair, Isaac.
But if your notice was sent by facsimile
transmission, it will be effective only if it
is promptly confirmed by filing a form with
an original signature.
Your notice must specify how many shares you
wish to purchase. Your notice must also
specify how your shares should be registered
(in your name only or in your and your
spouse's names as community property or as
joint tenants with right of survivorship).
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.
FORM OF
PAYMENT When you submit your Notice of Exercise, you
must include payment of the exercise price
for the shares you are purchasing, as shown
on the Option Agreement. Payment may be made
in one (or a combination of two or more) of
the following forms:
- Your personal check, a cashier's check
or a money order.
- Irrevocable directions to a securities
broker approved by Fair, Isaac to sell
your option shares and to deliver all or a
portion of the sale proceeds to Fair,
Isaac in payment of the exercise price.
(The balance of the sale proceeds, if any,
will be delivered to you via your broker.)
The directions must be given by signing a
special "Notice of Exercise" form provided
by Fair, Isaac.
- Certificates for Fair, Isaac stock that
you have owned for at least 12 months,
along with any forms needed to effect a
transfer of the shares to Fair, Isaac. The
value of the shares, determined as of the
effective date of the option exercise,
will be applied to the exercise price.
WITHHOLDING
TAXES You will not be allowed to exercise this
option unless you make acceptable
arrangements to pay any withholding taxes
that may be due as a result of the option
exercise. These arrangements must be
satisfactory to Fair, Isaac. You may direct
Fair, Isaac to withhold shares with a market
value equal to the withholding taxes due from
-3-
the shares to be issued as a result of your
exercise.
RESTRICTIONS
ON RESALE By signing the Option Agreement, you agree
not to sell any shares at a time when
applicable laws or Fair, Isaac policies
prohibit a sale. This restriction will apply
as long as you are an employee or director of
Fair, Isaac (or a subsidiary).
TRANSFER OF
OPTION Prior to your death, only you or a permitted
assignee as defined herein may exercise this
option (unless this option or a portion
thereof has been transferred to your former
spouse by a domestic relations order by a
court of competent jurisdiction). You may
transfer this option or a portion of this
option by gift to members of your immediate
family, a partnership consisting solely of
you and/or members of your immediate family,
or to a trust established for the benefit of
you and/or members of your immediate family
(including a charitable remainder trust whose
income beneficiaries consist solely of such
persons). For purposes of the foregoing,
"immediate family" means your spouse,
children or grandchildren, including
step-children or step-grandchildren. Any of
these persons is a "permitted assignee."
However, such transfer shall not be effective
until you have delivered to Fair, Isaac
notice of such transfer. You cannot otherwise
transfer or assign this option. For instance,
you may not sell this option or use it as
security for a loan. If you attempt to do any
of these things, this option will immediately
become invalid. You may, however, dispose of
this option in your will or by a written
beneficiary designation. Such a designation
must be filed with Fair, Isaac on the proper
form and will be recognized only if it is
received at Fair, Isaac headquarters before
your death.
RETENTION
RIGHTS Your option, the Option Agreement or the
terms of this Agreement do not give you the
right to be retained by Fair, Isaac (or any
subsidiaries) in any capacity. Fair, Isaac
(and any subsidiaries) reserve the right to
terminate your service at any time, with or
without cause.
STOCKHOLDER
RIGHTS You, or your estate, beneficiaries or heirs,
have no rights as a stockholder of Fair,
Isaac until a certificate for your option
shares has been issued. No adjustments are
made for dividends or other rights if the
applicable record date occurs before your
stock certificate is issued, except as
described in the Plan.
ADJUSTMENTS In the event of a stock split, a stock
dividend or a similar change in Fair, Isaac
stock, the number of shares covered by this
option and the exercise price per share may
be adjusted as Fair, Isaac may determine
pursuant to the Plan.
APPLICABLE LAW This Agreement will be interpreted and
enforced under the laws of the State of
Delaware (without regard to its rules on
choice of law).
-4-
OTHER
AGREEMENTS The Option Agreement and this Nonstatutory
Stock Option Agreement constitute the entire
understanding between you and Fair, Isaac
regarding this option. Any prior agreements,
commitments or negotiations concerning this
option are superseded. This Agreement may be
amended only in writing.
BY SIGNING THE NOTICE OF GRANT AND STOCK OPTION AGREEMENT, YOU AGREE TO ALL OF
THE TERMS AND CONDITIONS DESCRIBED ABOVE.
-5-