EX-10.59







Exhibit 10.59









June 30, 2008




Mark N. Greene

Chief Executive Officer

Fair Isaac Corporation

901 Marquette Avenue, Suite 3200

Minneapolis, MN 55402




Dear Mark:



This letter agreement supplements and amends the letter agreement between you and Fair Isaac
Corporation (the “Company”) dated February 13, 2007 (the “Offer Letter”) regarding the terms and
conditions of your employment as Chief Executive Officer of the Company, as follows:




Interpretation: This letter agreement is intended to satisfy, or otherwise be exempt from, the
requirements of Sections 409A(a)(2), (3), and (4) of the Internal Revenue Code of 1986, as
amended (the “Code”), including current and future guidance and regulations interpreting such
provisions, and it should be interpreted accordingly.



Change
in Control: In order to provide you with protection in the event of a
change in control of the Company, and to accomplish our mutual intention to
comply with Section 409A of the Code regarding deferred compensation, you and
the Company will enter into an Amended and Restated Management Agreement, as
may be amended from time to time (“Amended Management Agreement”), the terms of
which are incorporated herein by reference (except that terms defined in the
Amended Management Agreement apply only to the use of such terms in the Amended
Management Agreement, and terms defined in this letter agreement apply only to
the use of such terms in this letter agreement), which shall supersede and
replace the Management Agreement between you and the Company dated February 14,
2007 (the “Prior Management Agreement”).



Severance:  The first paragraph of the section under the heading,
“Severance,” in the Offer Letter is hereby amended in
relevant part to provide as follows:




Upon a Qualifying Termination the Company
will, for a period of twenty-four (24) months
following the effective date of termination of your
employment, allow you to continue to participate in
any insured group health and group life insurance
plan or program of the Company (but not any
self-insured medical expense reimbursement plan
within the meaning of Section 105(h) of the Internal
Revenue Code) at the Company’s expense, to the extent
you were a participant in such plans as of your last
day of employment;



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however, if your participation in
any such plan is barred, the Company will arrange to
provide you with substantially similar insured
coverage at its expense. Benefits provided by the
Company may be reduced if you become eligible for
comparable benefits from another employer or third
party.




The definition of “Good Reason” in the Offer Letter is hereby amended for purposes
of this letter agreement to provide as follows:




“Good Reason” means any one or more of the following conditions occur
without your written consent: (i) a material reduction in your authority,
duties, or responsibilities as Chief Executive Officer, including a
reduction in your budget authority or a requirement that you report to a
corporate officer or employee instead of reporting directly to the Board of
Directors of the Company; (ii) the relocation of your principal office for
Company business to a location more than fifty (50) miles from the Company’s
current headquarters; or (iii) material breach by the Company of any terms
or conditions of this letter agreement, which breach has not been caused by
you and which has not been cured by the Company within fifteen (15) days
after written notice thereof to the Company from you.




The last paragraph of the section under the heading, “Severance,” in the Offer
Letter is hereby amended to provide as follows:




You shall not be eligible for any severance pay under this letter agreement
if the termination of your employment occurs within 90 days before, or at
any time upon or after, the occurrence of a First Event and prior to the end
of the Transition Period, as “First Event” and “Transition Period” are
defined in the Amended Management Agreement, except that you will be
eligible for severance pay under the terms and conditions of this letter
agreement if the termination of your employment is otherwise a Qualifying
Termination and occurs within 90 days before the First Event, and you fail
to satisfy the condition set forth in Section 2(f) of the Amended Management
Agreement.



* * *




[signature page follows]




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Except as specifically set forth in this letter, the Offer Letter remains in full force and
effect as amended by this letter agreement. Please indicate your agreement to this letter
agreement by signing this letter below, and returning it to Richard Deal for recordkeeping.




Sincerely,




Margaret (Peggy) Taylor

Compensation Committee Chair




Enclosures:




o Amended and Restated Management Agreement



I accept and agree to the amended terms and conditions of employment with Fair Isaac Corporation as
set forth above.




	 	 	 	 	 
	/s/ Mark N. Greene 

Mark N. Greene

	 	 

       Dated
	 	 







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