Amendment 3
FAIR, ISAAC AND COMPANY, INCORPORATED
1992 LONG-TERM INCENTIVE PLAN
(Effective November 19, 1999)
Effective as of November 19, 1999, the Fair, Isaac and Company,
Incorporated 1992 Long-Term Incentive Plan is hereby amended as follows:
1. A new Section 3.4 is added to Article 3 of the Plan as follows:
3.4 Outside Director Option Limitations. Notwithstanding the
limitations set forth in Section 3.1 above, effective February 1, 2000,
there shall be an additional 150,000 aggregate number of Options
available for awards under the Plan to Outside Directors as further
described in Section 4.2 below.
2. Section 4.2 of the Plan is amended in its entirety as follows:
4.2 Outside Directors. Any other provision of the Plan
notwithstanding, the participation of Outside Directors in the Plan
shall be subject to the following restrictions:
(a) Outside Directors shall receive no Awards other
than the NSOs described in this Section 4.2.
(b)(i) Each person who first becomes an Outside
Director on or after the date of the Company's 2000 annual
meeting of stockholders shall, upon becoming an Outside
Director, receive an NSO covering 20,000 Common Shares
(subject to adjustment under Article 10), hereinafter referred
to as an "Initial Grant". Such Initial Grant shall become
exercisable in increments of 4,000 shares (subject to
adjustment under Article 10) on each of the first through
fifth anniversaries of the date of grant.
(ii) Each Outside Director who was acting as
an Outside Director prior to the Company's 2000 annual meeting
of stockholders shall be entitled to receive an NSO grant of
Common Shares in an amount sufficient to increase his or her
Initial Grant to 20,000 Common Shares effective as of the date
of such annual meeting.
(iii) On the date of each annual meeting of
stockholders of the Company held on or after January 1, 2000,
each Outside Director who has been an Outside Director at
least since the prior annual meeting shall receive an NSO
covering 5,000 Common Shares (subject to adjustment under
Article 10), hereinafter referred to as an "Annual Grant."
Such Annual Grants shall be exercisable in full on the date of
grant.
(iv) On the date of each annual meeting of
stockholders of the Company held on or after January 1, 2000,
each Outside Director who chairs a standing committee at the
direction of the Chairman of the Board shall receive an NSO
covering an additional 1,000 Common Shares (subject to
Adjustment under Article 10) hereinafter referred to as a
"Committee Grant". Such Committee Grant shall be exercisable
in full on the date of grant.
EXHIBIT 10.8
(c) All NSOs granted to an Outside Director under
this Section 4.2 shall also become exercisable in full in the
event of the termination of such Outside Director's service
for any reason.
(d) The Exercise Price under all NSOs granted to an
Outside Director under this Section 4.2 shall be equal to 100%
of the Fair Market Value of a Common Share on the date of
grant, payable in one of the forms described in Sections 6.1,
6.2, 6.3 and 6.4.
(e) All Initial Grants granted to an Outside Director
under this Section 4.2 shall terminate on the earliest of (i)
the 10th anniversary of the date of grant or (ii) the date 12
months after the termination of such Outside Director's
service for any reason. All Annual Grants granted to an
Outside Director under this Section 4.2 shall terminate on the
earliest of (i) the fifth anniversary of the date of grant or
(ii) the date 12 months after the termination of such Outside
Director's service for any reason.
3. This Amendment 3 shall only become effective if approved by the
Company's stockholders at the Company's next annual meeting of stockholders. If
not approved, the provisions of Section 4.2 of the Plan in effect immediately
prior to November 19, 1999, shall remain in effect.
To record the adoption of this amendment to the Fair, Isaac and
Company, Incorporated Stock Option Plan for Non-Employee Directors by an
Executive Committee of the Board on November 19, 1999, the Corporation has
caused its authorized officers to affix the corporate name hereto.
Fair, Isaac and Company, Incorporated
By /s/ PETER L. MCCORKELL
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Peter L. McCorkell
Senior Vice President and Secretary
EXHIBIT 10.8