exv10w1






Exhibit 10.1




November 19, 2010




Mr. Thomas Bradley

13 Crocus Hill

St. Paul, MN 55102



Dear Tom:



This letter agreement confirms our discussions regarding agreed-upon transition arrangements and
your retirement from employment with Fair Isaac Corporation (the “Company”). To carry out our
agreed-upon arrangement, this letter amends the letter agreement entered into between you and the
Company dated March 11, 2009 (the “Employment Letter”).



Effective November 18, 2010, you will retire as the Company’s Executive Vice President, Chief
Financial Officer and resign from any and all positions as an officer or director of any direct or
indirect subsidiaries of the Company and from any fiduciary positions with any Company benefit
plan. In order to facilitate transition of your responsibilities, your employment with the Company
will continue from November 18, 2010 through April 15, 2011 (“Retirement Date”), on the terms and
conditions of the Employment Letter, subject to the following amendments:




	 	 	 
	Title:

	 	You will serve as the Company’s Vice President, Finance.
	 
	 	 
	Term:

	 	The term of your employment will end on the Retirement Date, April 15, 2011.
	 
	 	 
	Responsibilities:

	 	During your employment as Vice President, Finance, you will report to the Company’s Chief Executive
Officer (“CEO”) and will provide transitional support to the finance operations and otherwise advise the
Company as requested in areas within the scope of your previous responsibilities as Chief Financial
Officer. You agree to serve the Company faithfully and to the best of your ability, consistent with the
expectations for this position.
	 
	 	 
	Initial Base Salary:

	 	You will be paid a base salary at the rate of $320,000 per year commencing November 18, 2010 for services
performed, in accordance with the regular payroll practices of the Company with annual review by the
Compensation Committee of the Board (the “Committee”). Your performance and base salary will be reviewed
by the Committee annually during the first quarter of each fiscal year and may be adjusted upward from
time to time at the discretion of the Committee, but will not be reduced without your consent during the
Term.
	 
	 	 
	Incentive Bonus:

	 	You acknowledge that your incentive bonus for FY 2010 under the Company’s Management Incentive Plan will
be $0.00 and that you will not be eligible for any incentive compensation for FY 2011.
	 
	 	 
	Annual Equity:

	 	You acknowledge that you will not be eligible for any additional equity grants from the Company. Your
outstanding equity holdings will continue in place in






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	 	accordance with the terms and conditions of the applicable agreements,
represented in the Company’s records by grant numbers 009591 and 009597.
	 
	 	 
	Benefits:

	 	You will be eligible to participate in the employee
benefit plans and programs generally available to
employees of the Company to the extent that you meet the
eligibility requirements for each individual plan or
program and subject to the provisions, rules and
regulations applicable to each such plan or program as
in effect from time to time. The plans and programs of
the Company may be modified or terminated by the Company
in its discretion.
	 
	 	 
	Vacation:

	 	You agree to use all accrued vacation time off available
to you before your Retirement Date, in accordance with
the policies and practices of the Company, such that no
vacation time will be paid to you upon termination of
your employment. Vacation time shall be taken at such
times so as not to unduly disrupt the operations of the
Company.
	 
	 	 
	Severance:

	 	You and the Company agree that this transition and your
retirement from the Company constitutes a Qualifying
Termination and that you are eligible for severance in
accordance with the terms and conditions of the
“Severance” provisions of the Employment Letter. The
Company will pay you severance at the time and in the
manner set out in the Employment Letter, subject to you
fulfilling all of the conditions for receiving such
severance, including but not limited to signing and not
revoking the enclosed release of all claims against the
Company, its affiliates, officers, directors, employees,
agents and assigns (the “Release”). You and the Company
agree that your severance will be calculated based on
your final annual base salary rate of $320,000 and that
your bonus component of severance will be $0.00.
	 
	 	 
	Entire Agreement:

	 	Except as expressly modified by this letter, all
provisions of the Employment Letter continue in effect
through the Retirement Date in accordance with its
terms. The Employment Letter, as amended herein, the
PIIA, the Indemnification Agreement, and the Management
Agreement constitute the entire agreement between the
parties, and supersede all prior discussions, agreements
and negotiations between you and the Company. No
amendment or modification of the Employment Letter or
this amendment will be effective unless made in writing
and signed by you and an authorized officer of the
Company.






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Please acknowledge your acceptance of the terms and conditions of your transition and retirement,
and the amendment of the Employment Letter, by signing below.



Sincerely,



/s/ Mark N. Greene




Mark N. Greene

Chief Executive Officer



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




	 	 	 	 	 
	/s/ Thomas Bradley

	 	 
	 	November 19, 2010
	 

	 	 	 	 
	Thomas Bradley

	 	 	 	Dated











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RELEASE BY THOMAS BRADLEY



Definitions. I intend all words used in this Release to have their plain meanings in
ordinary English. Specific terms that I use in this Release have the following meanings:





	 	A.	 	I, me, and my include both me (Thomas Bradley) and
anyone who has or obtains any legal rights or claims through me.
	 
	 	B.	 	FICO means Fair Isaac Corporation, any company related to Fair Isaac
Corporation in the present or past (including without limitation, its predecessors,
parents, subsidiaries, affiliates, joint venture partners, and divisions), and any
successors of Fair Isaac Corporation.
	 
	 	C.	 	Company means FICO; the present and past officers, directors,
committees, shareholders, and employees of FICO; any company providing insurance to
FICO in the present or past; the present and past employee benefit plans sponsored or
maintained by FICO (other than multiemployer plans) and the present and past
fiduciaries of such plans; the attorneys for FICO; and anyone who acted on behalf of
FICO or on instructions from FICO.
	 
	 	D.	 	Agreement means the letter agreement between me and FICO dated March
9, 2009, as amended by letter agreement dated November 19, 2010, including all of the
documents attached to such agreements.
	 
	 	E.	 	My Claims mean all of my rights that I now have to any relief of any
kind from the Company, whether I now know about such rights or not, including without
limitation:






	 	1.	 	all claims arising out of or relating to my employment with
FICO or the termination of that employment;
	 
	 	2.	 	all claims arising out of or relating to the statements,
actions, or omissions of the Company;
	 
	 	3.	 	all claims for any alleged unlawful discrimination,
harassment, retaliation or reprisal, or other alleged unlawful practices
arising under the laws of the United States or any other country or of any
state, province, municipality, or other unit of government, including without
limitation, claims under Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, the
Family and Medical Leave Act, 42 U.S.C. § 1981, the Employee Retirement Income
Security Act, the Equal Pay Act, the Worker Adjustment and Retraining
Notification Act, the Sarbanes-Oxley Act, the Lilly Ledbetter Fair Pay Act of
2009, the Minnesota Human Rights Act, the Genetic Information Nondiscrimination
Act, Lilly Ledbetter Fair Pay Act of 2009, the Fair Credit Reporting Act, the
California Fair Employment and Housing Act, the Minneapolis Civil Rights
Ordinance, and workers’ compensation non-interference or non-retaliation
statutes (such as Minn. Stat. § 176.82);





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	 	4.	 	all claims for alleged wrongful discharge; breach of contract; breach of implied
contract; failure to keep any promise; breach of a covenant of good faith and fair dealing;
breach of fiduciary duty; estoppel; my activities, if any, as a “whistleblower”; defamation;
infliction of emotional distress; fraud; misrepresentation; negligence; harassment;
retaliation or reprisal; constructive discharge; assault; battery; false imprisonment;
invasion of privacy; interference with contractual or business relationships; any other
wrongful employment practices; and violation of any other principle of common law;
	 
	 	5.	 	all claims for compensation of any kind, including without
limitation, bonuses, commissions, stock-based compensation or stock options,
vacation pay and paid time off, perquisites, and expense reimbursements;
	 
	 	6.	 	all rights I have under California Civil Code section 1542,
which states that: “A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially affected his
settlement with the debtor;”
	 
	 	7.	 	all claims for back pay, front pay, reinstatement, other
equitable relief, compensatory damages, damages for alleged personal injury,
liquidated damages, and punitive damages; and
	 
	 	8.	 	all claims for attorneys’ fees, costs, and interest.






	 	 	 	However, My Claims do not include any claims that the law does not allow to
be waived; any claims that may arise after the date on which I sign this Release;
any rights I may have to indemnification from FICO as a current or former officer,
director or employee of FICO; any claims for payment of severance benefits under the
Agreement; any rights I have to severance pay or benefits under the Agreement; or
any claims I may have for earned and accrued benefits under any employee benefit
plan sponsored by the Company in which I am a participant as of the date of
termination of my employment with FICO.




Consideration. I am entering into this Release in consideration of FICO’s obligations to
provide me certain severance benefits as specified in the Agreement. I will receive consideration
from FICO as set forth in the Agreement if I sign and do not rescind this Release as provided
below. I understand and acknowledge that I would not be entitled to the consideration under the
Agreement if I did not sign this Release. The consideration is in addition to anything of value
that I would be entitled to receive from FICO if I did not sign this Release or if I rescinded this
Release. I acknowledge and represent that I have received all payments and benefits that I am
entitled to receive (as of the date of this Release) by virtue of any employment by the Company.



Agreement to Release My Claims. In exchange for the consideration described in the
Agreement, I give up and release all of My Claims. I will not make any demands or claims against
the Company for compensation or damages relating to My Claims. The consideration that I am
receiving is a fair compromise for the release of My Claims.



Cooperation. Upon the reasonable request of the Company, I agree that I will (i) timely
execute and deliver such acknowledgements, instruments, certificates, and other ministerial
documents (including without limitation, certification as to specific actions performed by me in my
capacity as an officer of the Company) as may be necessary or appropriate to formalize and complete
the applicable corporate records;






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(ii) reasonably consult with the Company regarding business matters that I was involved with while
employed by the Company; and (iii) be reasonably available, with or without subpoena, to be
interviewed, review documents or things, give depositions, testify, or engage in other reasonable
activities in connection with any litigation or investigation, with respect to matters that I may
have knowledge of by virtue of my employment by or service to the Company. In performing my
obligations under this paragraph to testify or otherwise provide information, I will honestly,
truthfully, forthrightly, and completely provide the information requested, volunteer pertinent
information and turn over to the Company all relevant documents which are or may come into my
possession.



My Continuing Obligations. I understand and acknowledge that I must comply with all of my
post-employment obligations under the Agreement and under the Proprietary Information and
Inventions Agreement I signed on March 11, 2009. I will cooperate with the Company in the
transition of my duties. In addition, I will not defame or disparage the reputation, character,
image, products, or services of FICO, or the reputation or character of FICO’s directors, officers,
employees and agents, and I will refrain from making public comment about the Company except upon
the express written consent of an officer of FICO.



Additional Agreements and Understandings. Even though FICO will provide consideration for
me to settle and release My Claims, the Company does not admit that it is responsible or legally
obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for
My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it
treated me unfairly.



Advice to Consult with an Attorney. I understand and acknowledge that I am hereby being
advised by the Company to consult with an attorney prior to signing this Release and I have done
so. My decision whether to sign this Release is my own voluntary decision made with full knowledge
that the Company has advised me to consult with an attorney.



Period to Consider the Release. I understand that I have 21 days from the date I received
this Release (or 21 days after the last day of my employment with FICO, if later) to consider
whether I wish to sign this Release. If I sign this Release before the end of the 21-day period,
it will be my voluntary decision to do so because I have decided that I do not need any additional
time to decide whether to sign this Release. I understand and agree that if I sign this Release
prior to my last day of employment with FICO it will not be valid and FICO will not be obligated to
provide the consideration described in the Release.



My Right to Rescind this Release. I understand that I may rescind this Release at any time
within 15 days after I sign it, not counting the day upon which I sign it. This Release will not
become effective or enforceable unless and until the 15-day rescission period has expired without
my rescinding it. I understand that if I rescind this Release FICO will not be obligated to
provide the consideration described in the Release.



Procedure for Accepting or Rescinding the Release. To accept the terms of this Release, I
must deliver the Release, after I have signed and dated it, to FICO by hand or by mail within the
21-day period that I have to consider this Release. To rescind my acceptance, I must deliver a
written, signed statement that I rescind my acceptance to FICO by hand or by mail within the 15-day
rescission period. All deliveries must be made to FICO at the following address:






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Richard S. Deal

SVP, Chief HR Officer

Fair Isaac Corporation

901 Marquette Avenue

Suite 3200

Minneapolis, MN 55402



If I choose to deliver my acceptance or the rescission by mail, it must be postmarked within the
period stated above and properly addressed to FICO at the address stated above.



Interpretation of the Release. This Release should be interpreted as broadly as possible
to achieve my intention to resolve all of My Claims against the Company. If this Release is held
by a court to be inadequate to release a particular claim encompassed within My Claims, this
Release will remain in full force and effect with respect to all the rest of My Claims. I agree
that the provisions of this Release may not be amended, waived, changed or modified except by an
instrument in writing signed by an authorized representative of FICO and by me.



My Representations. I am legally able and entitled to receive the consideration being
provided to me in settlement of My Claims. I have not been involved in any personal bankruptcy or
other insolvency proceedings at any time since I began my employment with FICO. No child support
orders, garnishment orders, or other orders requiring that money owed to me by FICO be paid to any
other person are now in effect.



I have read this Release carefully. I understand all of its terms. In signing this Release, I
have not relied on any statements or explanations made by the Company except as specifically set
forth in the Agreement. I am voluntarily releasing My Claims against the Company. I intend this
Release and the Agreement to be legally binding.




	 	 	 	 	 	 	 	 	 
	Dated:

	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Thomas Bradley
	 	 







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