EXHIBIT 10.60
FAIR, ISAAC AND COMPANY, INCORPORATED
TERMS AND CONDITIONS OF NONSTATUTORY STOCK OPTION AGREEMENT
EFFECTIVE OCTOBER 7, 2002
These are the terms and conditions applicable to the NONSTATUTORY
STOCK OPTION granted by Fair, Isaac and Company, Incorporated, 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. 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").
NONSTATUTORY This Option is not intended to qualify as an
incentive stock option under Section 422 of
the Internal Revenue Code.
VESTING 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:
- your service as an employee or director of
Fair, Isaac (or any subsidiary) terminates
because of your Disability or death, or
- any written employment agreement (other
than an 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.
No additional shares become exercisable after
your employment or service with Fair, Isaac
has terminated for any reason.
EXERCISE PERIOD The right to purchase shares under this
Option Agreement terminates at 3:00 p.m.
Pacific Time on the earliest of
- the Expiration Date shown on the Cover
Page; or
- the 90th day after the termination date
of your service as an employee, director,
consultant or advisor of Fair, Isaac (or
any subsidiary), except if your
termination results from Retirement,
Disability or death; or
- the anniversary date of your Retirement
as an employee or director of Fair, Isaac
(or any subsidiary); or
- the anniversary date of the commencement
of your Disability, if you become disabled
while an employee, director, consultant or
advisor of Fair, Isaac (or any subsidiary)
or
- the anniversary date of your death, if
you die while an employee or director of
Fair, Isaac (or any subsidiary).
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.
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.
RESTRICTIONS
ON EXERCISE 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.
NOTICE OF
EXERCISE If you do not exercise this option through an
automated electronic exercise vehicle
approved by Fair, Isaac, then you must notify
Fair, Isaac of your intent to exercise this
Option by completing the appropriate Notice
of Exercise form before your right to
purchase shares under this Option Agreement
terminates. If you send your Notice Of
Exercise by facsimile transmission, it will
be effective only if it is promptly confirmed
by filing a form with an original signature.
The Notice of Exercise must specify how many
shares you wish to purchase and must 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
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:
- Your personal check, a cashier's check
or a money order;
- Irrevocable directions to a securities
broker approved by Fair, Isaac to sell
shares underlying this Option and to
deliver all or a portion of the sale
proceeds to Fair, Isaac in payment of the
exercise price and the balance of the sale
proceeds to you; all pursuant to a special
"Notice of Exercise" form provided by
Fair, Isaac; or
- Certificates for shares of Fair, Isaac
common stock that you have owned for at
least 12 months, along with any forms
needed to effect a transfer of those
shares to Fair, Isaac with the value of
the shares, determined as of the effective
date of the exercise of this Option,
applied to the exercise price.
-2-
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 exercise
of this Option. 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
the shares to be issued as a result of your
exercise of this Option.
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.
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 transfer,
pledge, hypothecate, assign or otherwise
dispose of this Option, including using this
Option as security for a loan. Any attempts
to do any of these things contrary to the
provisions of this Option, and the levy of
any attachment or similar process upon this
Option, shall be null and void. 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.
RETENTION
RIGHTS Neither your Option nor the terms of this
Option Agreement give you the right to
continue as an employee or director of 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, subject to the
terms of any written employment agreement
signed by you and Fair, Isaac.
STOCKHOLDER
RIGHTS You, or your assignees, estate, beneficiaries
or heirs, have no rights as a stockholder of
Fair, Isaac until a certificate for any
portion of shares underlying this Option 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 any adjustments to the
capital stock of Fair, Isaac as described in
Article 10 of the Plan, 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.
-3-
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).
OTHER
AGREEMENTS This Option Agreement, the Plan and any
written agreement between you and Fair, Isaac
(or any subsidiaries) providing for
acceleration of options granted to you by
Fair, Isaac upon a change in control of Fair,
Isaac constitute the entire understanding
between you and Fair, Isaac regarding this
Option. Any other prior agreements,
commitments or negotiations concerning this
Option are superseded. If there is any
inconsistency between the provisions of this
Agreement and the Plan, the provisions of the
Plan shall govern. This Agreement may be
amended only in writing.
DEFINITIONS "Retirement" means the date 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.
BY SIGNING THE COVER PAGE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED ABOVE AND IN THE PLAN.
-4-