EX-10.56






Exhibit 10.56




AMENDED AND RESTATED MANAGEMENT AGREEMENT




          This Amended and Restated Management Agreement (this “Agreement”) is entered into as of June
30, 2008, by and between Fair Isaac Corporation, a Delaware corporation (the “Company”), and
Laurent Pacalin (“Executive”).




          WHEREAS, Executive is currently employed by the Company and the Company desires to continue to
employ Executive under the terms and conditions set forth in this Agreement;




          WHEREAS, the Company and Executive are parties to a Management Agreement dated April 22, 2008
(the “Prior Agreement”) which the parties desire to amend and restate in its entirety as set forth
in this Agreement;




          WHEREAS, in October 2004, the American Jobs Creation Act of 2004 (the “Act”) was enacted,
Section 885 of which Act added new provisions to the Internal Revenue Code of 1986, as amended
(the “Code”) pertaining to deferred compensation. The Treasury Department has issued final
regulations and guidance regarding the deferred compensation provisions of the Act, which permit
service providers and service recipients a transition period to modify existing deferred
compensation arrangements to bring them into compliance with the Act;




          WHEREAS, the parties agree that it is in their mutual best interests to modify, amend and
clarify the terms and conditions of the Prior Agreement, as set forth in this Agreement, with the
full intention of complying with the Act so as to avoid the additional taxes and penalties that may
be imposed under the Act;




          WHEREAS, Executive is a key member of the management of the Company and has heretofore devoted
substantial skill and effort to the affairs of the Company; and




          WHEREAS, it is desirable and in the best interests of the Company and its shareholders to
continue to obtain the benefits of Executive’s services and attention to the affairs of the
Company; and




          WHEREAS, it is desirable and in the best interests of the Company and its shareholders to
provide inducement for Executive (A) to remain in the service of the Company in the event of any
proposed or anticipated change in control of the Company and (B) to remain in the service of the
Company in order to facilitate an orderly transition in the event of a change in control of the
Company, without regard to the effect such change in control may have on Executive’s employment
with the Company; and




          WHEREAS, it is desirable and in the best interests of the Company and its shareholders that
Executive be in a position to make judgments and advise the Company with respect to proposed
changes in control of the Company; and




          WHEREAS, the Executive desires to be protected in the event of certain changes in control of
the Company; and




 









 





          WHEREAS, for the reasons set forth above, the Company and Executive desire to enter into this
Agreement.



          NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements
contained herein, the Company and Executive agree as follows:



     1. Events. No amounts or benefits shall be payable or provided for pursuant to this
Agreement unless an Event shall occur during the Term of this Agreement.



          (a) For purposes of this Agreement, an “Event” shall be deemed to have occurred if any of the
following occur:





	 	 (i)	 	Any “person” (as defined in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, or any
successor statute thereto (the “Exchange Act”)) acquires or becomes a
“beneficial owner” (as defined in Rule 13d-3 or any successor rule
under the Exchange Act), directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the
Company’s securities entitled to vote generally in the election of
directors (“Voting Securities”) then outstanding or 30% or more of the
shares of common stock of the Company (“Common Stock”) outstanding,
provided, however, that the following shall not constitute an Event
pursuant to this Section 1(a)(i):






	 	(A)	 	any acquisition or beneficial
ownership by the Company or a subsidiary of the Company;
	 
	 	(B)	 	any acquisition or beneficial
ownership by any employee benefit plan (or related trust)
sponsored or maintained by the Company or one or more of its
subsidiaries;
	 
	 	(C)	 	any acquisition or beneficial
ownership by any corporation (including without limitation an
acquisition in a transaction of the nature described in Section
1(a)(ii)) with respect to which, immediately following such
acquisition, more than 70%, respectively, of (x) the combined
voting power of the Company’s then outstanding Voting Securities
and (y) the Common Stock is then beneficially owned, directly or
indirectly, by all or substantially all of the persons who
beneficially owned Voting Securities and Common Stock,
respectively, of the Company immediately prior to such
acquisition in substantially the same proportions as their




2









 






	 	 	 	ownership of such Voting Securities and Common Stock, as the
case may be, immediately prior to such acquisition; or
	 
	 	(D)	 	any acquisition of Voting
Securities or Common Stock directly from the Company; and






	 	 	 	Continuing Directors shall not constitute a majority of the members
of the Board of Directors of the Company. For purposes of this
Section 1(a)(i), “Continuing Directors” shall mean: (A) individuals
who, on the date hereof, are directors of the Company, (B)
individuals elected as directors of the Company subsequent to the
date hereof for whose election proxies shall have been solicited by
the Board of Directors of the Company or (C) any individual elected
or appointed by the Board of Directors of the Company to fill
vacancies on the Board of Directors of the Company caused by death or
resignation (but not by removal) or to fill newly-created
directorships, provided that a “Continuing Director” shall not
include an individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to
the threatened election or removal of directors (or other actual or
threatened solicitation of proxies or consents) by or on behalf of
any person other than the Board of Directors of the Company; or
	 
	 	(ii)	 	Consummation of a reorganization, merger or
consolidation of the Company or a statutory exchange of outstanding
Voting Securities of the Company (other than a merger or consolidation
with a subsidiary of the Company), unless immediately following such
reorganization, merger, consolidation or exchange, all or substantially
all of the persons who were the beneficial owners, respectively, of
Voting Securities and Common Stock immediately prior to such
reorganization, merger, consolidation or exchange beneficially own,
directly or indirectly, more than 70% of, respectively, (x) the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the
corporation resulting from such reorganization, merger, consolidation
or exchange and (y) the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, consolidation
or exchange in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger, consolidation or
exchange, of the Voting Securities and Common Stock, as the case may
be; or




3









 






	 	(iii)	 	(x) Approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company or (y)
the sale or other disposition of all or substantially all of the assets
of the Company (in one or a series of transactions), other than to a
corporation with respect to which, immediately following such sale or
other disposition, more than 70% of, respectively, (1) the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors and
(2) the then outstanding shares of common stock of such corporation is
then beneficially owned, directly or indirectly, by all or
substantially all of the persons who were the beneficial owners,
respectively, of the Voting Securities and Common Stock immediately
prior to such sale or other disposition in substantially the same
proportions as their ownership, immediately prior to such sale or other
disposition, of the Voting Securities and Common Stock, as the case may
be; or
	 
	 	(iv)	 	A majority of the members of the Board of
Directors of the Company shall have declared that an Event has occurred
or, if a majority of the members of the Board of Directors has
previously declared that an Event will occur upon satisfaction of
specified conditions, such specified conditions have been satisfied.





     Notwithstanding anything stated in this Section 1(a), an Event shall not be deemed to occur
with respect to Executive if (x) the acquisition or beneficial ownership of the 30% or greater
interest referred to in Section 1(a)(i) is by Executive or by a group, acting in concert, that
includes Executive or (y) a majority of the then combined voting power of the then outstanding
voting securities (or voting equity interests) of the surviving corporation or of any corporation
(or other entity) acquiring all or substantially all of the assets of the Company shall,
immediately after a reorganization, merger, exchange, consolidation or disposition of assets
referred to in Section 1(a)(ii) or 1(a)(iii), be beneficially owned, directly or indirectly, by
Executive or by a group, acting in concert, that includes Executive.



          (b) For purposes of this Agreement, a “subsidiary” of the Company shall mean any entity of
which securities or other ownership interests having general voting power to elect a majority of
the board of directors or other persons performing similar functions are at the time directly or
indirectly owned by the Company.




     2. Payments and Benefits. If any Event shall occur during the Term of this Agreement
and the employment of Executive with the Company is voluntarily or involuntarily terminated under
circumstances specified in Section 2(a), then Executive shall be entitled to receive from the
Company or its successor (which term as used herein shall include any person acquiring
all or substantially all of the assets of the Company) a cash payment and other benefits on the
following basis:



4









 





          (a) If at any time within 90 days before, or at any time upon or after the occurrence of, the
first Event to occur (the “First Event”) and prior to the end of the Transition Period, the
employment of Executive with the Company is voluntarily or involuntarily terminated for any reason
(unless such termination is a voluntary termination by Executive other than for Good Reason, is on
account of the death or Disability of the Executive or is a termination by the Company for Cause),
subject to the limitations set forth in Sections 2(d), 2(e), and 2(f), Executive shall be entitled
to the following:





	 	(i)	 	The Company shall pay Executive’s full base
salary through the Termination Date at the rate then in effect in
accordance with the normal payroll practices of the Company.
	 
	 	(ii)	 	The Company or its successor shall make a cash
payment to Executive in an amount equal to one (1) times the sum of (A)
the annual base salary of Executive in effect immediately prior to the
First Event plus (B) the cash bonus or cash incentive compensation
received by the Executive from the Company for the fiscal year
preceding the First Event. If the fiscal year preceding the First
Event is FY09 or earlier, the cash bonus or cash incentive compensation
value shall be the actual amount received or $60,000, whichever is
greater. Any amount payable under this Section 2(a)(ii) will be paid
to Executive in a lump sum on the first regular payroll date of the
Company or its successor to occur after the first day of the seventh
month following the Termination Date.
	 
	 	(iii)	 	For a 12-month period after the Termination
Date, the Company shall allow Executive to participate in any insured
group health and group life insurance plan or program (but not a
self-insured medical expense reimbursement plan within the meaning of
Section 105(h) of the Code) in which the Executive was entitled to
participate immediately prior to the First Event as if Executive were
an employee of the Company during such 12-month period;
provided, however, that in the event that Executive’s
participation in any such health or life insurance plan or program of
the Company is barred, the Company, at its sole cost and expense, shall
arrange to provide Executive with insured benefits substantially
similar to those which Executive would be entitled to receive under
such plan or program if Executive were not barred from participation.
Benefits otherwise receivable by Executive pursuant to this Section
2(a)(iii) shall be reduced to the extent comparable benefits are
received by Executive from another employer or other third party during
such 12-month period, and Executive shall promptly report receipt of any such
benefits to the Company.





5









 





	 	(iv)	 	Any outstanding and unvested stock options
granted to Executive shall be accelerated and become immediately
exercisable by Executive (and shall remain exercisable for the
applicable post-termination exercise periods specified in the
applicable stock option agreements), any unvested restricted stock
units granted to Executive shall be accelerated and shares of Company
stock shall be issued to Executive or cash shall be paid to Executive,
as specified in the applicable restricted stock unit agreement, and any
restricted stock awarded to Executive and subject to forfeiture shall
be fully vested and shall no longer be subject to forfeiture.





          (b) The Company shall also pay to Executive reimbursement for all legal fees and
expenses incurred by Executive in his lifetime as a result of such termination and relating
to claims not barred by the applicable statutes of limitations, including, but not limited
to, all such fees and expenses, if any, incurred in contesting or disputing any such
termination or in seeking to obtain or enforce any right or benefit provided by this
Agreement. The amount of expenses eligible for reimbursement hereunder during any given
calendar year shall not affect the expenses eligible for reimbursement in any other calendar
year. Executive shall submit verification of expenses to the Company within 60 days from
the date the expense was incurred, and the Company shall reimburse eligible expenses within
30 days thereafter, but in any case no later than the last day of the calendar year
following the calendar year in which the expense was incurred. The right to reimbursement
of legal fees and expenses hereunder may not be exchanged for cash or any other benefit.




          (c) In addition to all other amounts payable to Executive under this Section 2,
Executive shall be entitled to receive all benefits payable to Executive under any other
plan or agreement relating to retirement benefits, pursuant to the terms and conditions of
such plan or agreement.




          (d) Executive shall not be required to mitigate the amount of any payment or other
benefit provided for in Section 2 by seeking other employment or otherwise, nor shall the
amount of any payment or other benefit provided for in Section 2 be reduced by any
compensation earned by Executive as the result of employment by another employer after the
Termination Date or otherwise, except as specifically provided in this Agreement.




          (e) Notwithstanding any other provision of this Agreement, the Company will not pay to
Executive, and Executive will not be entitled to receive, any payment pursuant to Section
2(a)(ii) unless and until:





	 	(i)	 	Executive executes, and there shall be
effective following any statutory period for revocation or rescission,
a release that irrevocably and unconditionally releases the Company,
any company acquiring the Company or its assets, and their past and
current shareholders,




6









 






	 	 	 	directors, officers, employees and agents from
and against any and all claims, liabilities, obligations, covenants,
rights and damages of any nature whatsoever, whether known or unknown,
anticipated or unanticipated; provided, however, that
the release shall not adversely affect Executive’s rights to receive
benefits to which he is entitled under this Agreement or Executive’s
rights to indemnification under applicable law, the charter documents
of the Company, any insurance policy maintained by the Company or any
written agreement between the Company and Executive; and
	 
	 	ii)	 	Executive executes an agreement prohibiting
Executive for a period of one (1) year following the Termination Date
from soliciting, recruiting or inducing, or attempting to solicit,
recruit or induce, any employee of the Company or of any company
acquiring the Company or its assets to terminate the employee’s
employment.





          (f) If the termination of Executive’s employment with the Company occurs at any time
within 90 days before the occurrence of the First Event, Executive shall be entitled to no
payments or benefits under this Section 2 unless, in addition to satisfying all other
requirements and conditions of this Section 2, Executive also reasonably demonstrates within
30 days of the First Event that such termination of employment (x) was requested by a party
other than the Board of Directors of the Company that had previously taken other steps
reasonably calculated to result in, and which ultimately results in, the First Event, or (y)
otherwise arose in connection with or in anticipation of the First Event that ultimately
occurs.




          (g) The obligations of the Company under this Section 2 shall survive the termination
of this Agreement.




3. Certain Reduction of Payments by the Company.



          (a) Notwithstanding anything contained herein to the contrary, prior to the payment of
any amounts pursuant to Section 2(a) hereof, an independent national accounting firm
designated by the Company (the “Accounting Firm”) shall compute whether there would be any
“excess parachute payments” payable to Executive, within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the “Code”), taking into account the total
“parachute payments,” within the meaning of Section 280G of the Code, payable to Executive
by the Company or any successor thereto under this Agreement and any other plan, agreement
or otherwise. If there would be any
excess parachute payments, the Accounting Firm will compute the net after-tax proceeds to
Executive, taking into account the excise tax imposed by Section 4999 of the Code, if (i)
the payments hereunder were reduced, but not below zero, such that the total parachute
payments payable to Executive would not exceed three (3) times the “base




7









 




amount” as defined
in Section 280G of the Code, less One Dollar ($1.00), or (ii) the payments hereunder were
not reduced. If reducing the payments hereunder would result in a greater after-tax amount
to Executive, such lesser amount shall be paid to Executive. If not reducing the payments
hereunder would result in a greater after-tax amount to Executive, such payments shall not
be reduced. The determination by the Accounting Firm shall be binding upon the Company and
Executive subject to the application of Section 3(b) hereof.




          (b) If as a result of uncertainty in the application of Sections 280G of the Code, it
is possible that excess parachute payments will be paid when such payment would result in a
lesser after-tax amount to Executive, such a payment will be void ab initio as
regards any such excess. Any excess will be treated as an overpayment by the Company to
Executive. Executive will return the overpayment to the Company within fifteen (15) business
days of any determination by the Accounting Firm that excess parachute payments have been
paid when not so intended, with interest at an annual rate equal to the rate provided in
Section 1274(d) of the Code (or 120% of such rate if the Accounting Firm determines that
such rate is necessary to avoid an excise tax under Section 4999 of the Code) from the date
Executive received such excess until it is repaid to the Company.




          (c) All fees, costs and expenses (including, but not limited to, the cost of retaining
experts) of the Accounting Firm shall be borne by the Company and the Company shall pay such
fees, costs, and expenses as they become due. In performing the computations required
hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal
purposes at the highest possible marginal tax rates which could be applicable to Executive
in the year of receipt of the payments, unless Executive agrees otherwise.




4. Definition of Certain Additional Terms.



          (a) “Cause” shall mean, and be limited to, (i) willful and gross neglect of
duties by the Executive or (ii) an act or acts committed by the Executive constituting a
felony and substantially detrimental to the Company or its reputation.




          (b) “Disability” shall mean Executive’s absence from his duties with the
Company on a full time basis for 180 consecutive business days, as a result of Executive’s
incapacity due to physical or mental illness, unless within 30 days after written notice of
intent to terminate is given by the Company following such absence Executive shall have
returned to the full time performance of Executive’s duties.




          (c) “Good Reason” shall mean if, without Executive’s express written consent,
any of the following shall occur:




8









 









	 	(i)	 	a material reduction of Executive’s authority,
duties, or responsibilities in the Company or its successor, including:
(A) a material reduction in Executive’s budget authority, or (B) a
material reduction in the authority, duties, or responsibilities of the
person to whom Executive reports, but excluding any isolated,
insubstantial, or inadvertent action not taken in bad faith and which
is remedied by the Company within five (5) days after receipt of notice
thereof from Executive;
	 
	 	(ii)	 	a material reduction by the Company in
Executive’s annual base salary or target incentive in effect
immediately prior to the First Event;
	 
	 	(iii)	 	the taking of any action by the Company that
would result in a material reduction of the aggregate benefits enjoyed
by Executive under the Company’s pension, life insurance, medical,
health and accident, disability, deferred compensation, incentive
awards, employee stock options, restricted stock or stock unit awards,
or savings plans in which Executive was participating at the time of
the First Event;
	 
	 	(iv)	 	the Company requiring Executive to relocate to
any place other than a location within fifty miles of the location at
which Executive performed his primary duties immediately prior to the
First Event or, if Executive is based at the Company’s principal
executive offices, the relocation of the Company’s principal executive
offices to a location more than fifty miles from its location
immediately prior to the First Event, except for required travel on the
Company’s business to an extent substantially consistent with
Executive’s prior business travel obligations; or
	 
	 	(v)	 	the failure of the Company to obtain agreement
from any successor to assume and agree to perform this Agreement, as
contemplated in Section 5(b).





          (d) As used herein, other than in Section 1(a) hereof, the term “person” shall mean an
individual, partnership, corporation, estate, trust or other entity.




          (e) “Termination Date” shall mean the date of termination of Executive’s employment,
which in the case of termination for Disability shall be the 30th day after notice is
given as required in Section 4(b); provided, however, that for purposes of Section 2(a)(ii) of this
Agreement only, the Termination Date shall mean the date on which a “separation from service” has
occurred for purposes of Section 409A of the Code and the regulations and guidance thereunder.




9









 








          (f) “Transition Period” shall mean the one-year period commencing on the date of the
First Event and ending on the first anniversary of the First Event.




     5. Successors and Assigns.



          (a) This Agreement shall be binding upon and inure to the benefit of the successors, legal
representatives and assigns of the parties hereto; provided, however, that the Executive shall not
have any right to assign, pledge or otherwise dispose of or transfer any interest in this Agreement
or any payments hereunder, whether directly or indirectly or in whole or in part, without the
written consent of the Company or its successor.




          (b) The Company will require any successor (whether direct or indirect, by purchase of a
majority of the outstanding voting stock of the Company or all or substantially all of the assets
of the Company, or by merger, consolidation or otherwise), by agreement in form and substance
satisfactory to Executive, to assume expressly and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession (other than in the case of a merger or consolidation) shall be
a breach of this Agreement. As used in this Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid that is required
to execute and deliver the agreement as provided for in this Section 5(b) or that otherwise becomes
bound by all the terms and provisions of this Agreement by operation of law.




     6. Governing Law. This Agreement shall be construed in accordance with the laws of
the State of Minnesota.



     7. Notices. All notices, requests and demands given to or made pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed
by United States registered or certified mail, return receipt requested, postage pre-paid,
addressed to the last known residence address of Executive or in the case of the Company, to its
principal executive office to the attention of each of the then directors of the Company with a
copy to its Secretary, or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notice of change of address shall be effective only
upon receipt.



     8. Remedies and Claim Process. If Executive disputes any determination made by the
Company regarding Executive’s eligibility for any benefits under this Agreement, the amount or
terms of payment of any benefits under this Agreement, or the Company’s application of any
provision of this Agreement, then Executive shall, before pursuing any other remedies that may be
available to Executive, seek to resolve such dispute by submitting a written claim notice to the
Company. The notice by Executive shall explain the specific reasons for Executive’s claim and
basis therefor. The Board of Directors shall review such claim and the Company will notify
Executive in writing of its response within 60 days of the date on which Executive’s notice of
claim was given. The notice responding to Executive’s claim will explain the specific reasons for
the decision. Executive shall submit a written claim hereunder before pursuing any other



10









 





process
for resolution of such claim. This Section 8 does not otherwise affect any rights that Executive
or the Company may have in law or equity to seek any right or benefit under this Agreement.



     9. Severability. In the event that any portion of this Agreement is held to be
invalid or unenforceable for any reason, it is hereby agreed that such invalidity or
unenforceability shall not affect the other portions of this Agreement and that the remaining
covenants, terms and conditions or portions hereof shall remain in full force and effect.



     10. Integration. The benefits provided to Executive under this Agreement shall be in
lieu of any other severance pay or benefits available to Executive under any other agreement, plan
or program of the Company to the extent such other severance pay or benefits do not constitute
deferred compensation within the meaning of Section 409A of the Code. In the event that any
payments or benefits become payable to Executive pursuant to Section 2 of this Agreement, then this
Agreement will supersede and replace any other agreement, plan or program applicable to Executive
to the extent that such other agreement, plan or program provides for payments or benefits to
Executive that do not constitute deferred compensation within the meaning of Section 409A of the
Code and that arise out of the involuntary termination of Executive’s employment or termination by
Executive for Good Reason. In addition, the acceleration of stock options and lapsing of
forfeiture provisions of restricted stock units or other equity awards provided pursuant to Section
2(a)(iv) of this Agreement shall not be subject to the provisions of Article 13 of the Company’s
1992 Long-Term Incentive Plan (or similar successor provision or plan).



     11. Miscellaneous. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and signed by the
parties. No waiver by either party hereto at any time of any breach by the other party to this
Agreement of, or compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior to similar time.



     12. Term. This Agreement shall commence on the date of this Agreement and shall
terminate, and the Term of this Agreement shall end, on the later of (A) December 31, 2012,
provided that such period shall be automatically extended for one year and from year to year
thereafter until notice of termination is given by the Company or Executive to the other party
hereto at least 60 days prior to December 31, 2012 or the one-year extension period then in effect,
as the case may be, or (B) if the First Event occurs on or prior to December 31, 2012 (or prior to
the end of the extension year then in effect as provided for in clause (A) hereof), the first
anniversary of the First Event.



     13. Section 409A. This Agreement is intended to satisfy the requirements of Section
409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations
interpreting such provisions, and should be interpreted accordingly.



11









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	Fair Isaac Corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Mark N. Greene	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	    Mark N. Greene	 	 
	 

	 	 	 	    Its Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Laurent Pacalin	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Laurent Pacalin	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






12