exv10w27






Exhibit 10.27









July 28, 2010




Mr. Jordan W. Graham

210 Devonshire Blvd.

San Carlos, California 94070



Dear Jordan:



This letter agreement confirms our discussions regarding our desire to employ you at Fair Isaac
Corporation (the “Company”) as the Company’s Executive Vice President, Scores and President of FICO
Consumer Services responsible for leading the B2B and B2C components of our Scores Segment, and
sets out the terms and conditions on which you will join the Company, as follows:




	 	 	 

	Title:

	 	You will serve as the Company’s Executive Vice
President, Scores and President of FICO Consumer
Services.
	 
	 	 
	Term:

	 	The term of this letter agreement shall be for a
period commencing on August 2, 2010 and ending on
December 31, 2013 unless earlier terminated by
either party as provided in this letter agreement
(the “Term”). Upon expiration of the Term, your
employment shall automatically extend for one year
and from year to year thereafter on December
31st, pursuant to the terms and conditions set forth
in this letter agreement (or as modified by mutual
consent) unless the Company elects not to extend
this agreement by providing you with written notice
at least six (6) months prior to the scheduled
expiration date.
	 
	 	 
	Responsibilities:

	 	During your employment hereunder with the Company as
Executive Vice President, Scores and President of
FICO Consumer Services, you will report to the
Company’s Chief Executive Officer (“CEO”) and will
be responsible for the strategic leadership and
management of the Company’s B2B and B2C Scores
businesses and other functions to which you may be
assigned from time to time by the CEO of the
Company. You agree to serve the Company faithfully
and to the best of your ability, and to devote your
full working time, attention and efforts to the
business of the Company. You will be able to serve
as a Corporate Director on one outside Board.
Additionally, you may participate in charitable
activities and personal investment activities to a
reasonable extent, and you may serve as a director
of business and civic organizations as approved by
the Company’s Board of Directors (the “Board”), so
long as such activities and directorships do not
interfere with the performance of your duties and
responsibilities to the Company.






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	Contingencies:

	 	The terms of this letter agreement are contingent
upon the approval of the Company’s Compensation
Committee of the Board. Your employment is also
contingent upon the results of a background check,
which includes a criminal records check, reference
checks and verification of both education and
employment history. If the results of your
background check reveal information that is
inconsistent with information you have previously
provided, this offer may be rescinded.
	 
	 	 
	Representations:

	 	By accepting the terms of this letter agreement and
signing below, you represent and confirm that you
are under no contractual or legal commitments that
would prevent you from fulfilling your duties and
responsibilities to the Company as Executive Vice
President, Scores and President of FICO Consumer
Services.
	 
	 	 
	Initial Base Salary:

	 	You will be paid a base salary at the rate of
$450,000 per year 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.
	 
	 	 
	Signing Bonus:

	 	On the first regular payroll date of the Company
following your first day of active employment with
the Company, you will be paid a signing bonus in the
amount of $200,000, less applicable taxes.
	 
	 	 
	Incentive Bonus:

	 	For each full fiscal year of the Company that you
are employed during the Term, you will participate
in two cash incentive bonus plans. The first is an
annual incentive award opportunity under the
Management Incentive Plan payable from 0% to 100%,
with a target award equal to 50%, of your base
salary at the rate in effect at the end of such
fiscal year, pursuant to the terms and conditions
established by the Compensation Committee from time
to time. Funding is tied to overall Company
performance, plus personal performance against
objectives to be established during the first
quarter of each fiscal year. Any annual incentive
bonus earned for a fiscal year will be paid to you
by December 31 following the end of such fiscal
year. For the Company’s fiscal year 2010, you are
guaranteed to receive an incentive award of no less
than $50,000, less applicable taxes, provided you
remain actively employed by the Company as of the
regular annual payout date for incentive bonuses
under the Company’s FY10 Management Incentive Plan.
For the Company’s fiscal year 2011, you are
guaranteed to receive an incentive award of no less
than $225,000, less applicable taxes, provided you
remain actively employed by the Company as of the
regular annual payout date for incentive bonuses
under the Company’s FY11 Management Incentive Plan.
	 
	 	 
	 

	 	The second is an annual incentive opportunity under
the FY Consumer Services Incentive Plan ranging from
$0 (failure to achieve FY Consumer Services
Incentive Plan Goal) to a Target of $200,000
(achievement of FY Consumer Services Incentive Plan
Goal) with the award for above FY Consumer Services
Incentive Plan Goal performance increasing
exponentially above Target. The annual FY Consumer
Services Incentive Plan Goal will be established
during each annual business planning cycle, with
such FY Consumer Services Incentive






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	 	Plan Goal being tied directly to the growth of the Consumer Services
business. You will begin participating in the FY Consumer Services Incentive
Plan at the beginning of FY11 (October 1, 2010) with the specific FY
Consumer Services Incentive Plan Goal and award formulas to be established
by the Compensation Committee with your input prior to this date and jointly
for all fiscal years thereafter. Any annual incentive bonus earned for a
fiscal year will be paid to you by December 31 following the end of such
fiscal year.
	 
	 	 
	Annual Equity:

	 	For each full fiscal year of the Company that you are
employed during the Term, you will be eligible for an
annual equity grant based on achievement of objectives
established by the Committee at the Committee’s sole
discretion. Objectives will be established during the
first quarter of the fiscal year. In accordance with the
policies and practices of the Company, some or all of such
annual equity grant may be in the form of restricted stock
units that are economically equivalent to an option award.
Such equivalency will be determined by the Company in its
sole discretion.
	 
	 	 
	Initial Equity:

	 	The Company shall grant to you, effective as of your hire
effective date (the “Date of Grant”) a non-statutory
option to purchase 200,000 shares of the common stock of
the Company (the “Initial Option”), subject to the terms
of the Company’s 1992 Long-Term Incentive Plan, as amended
(the “Plan”), and a stock option agreement to be entered
into by you and the Company. The Initial Option shall
carry a seven-year term and an exercise price equal to the
Fair Market Value (as defined in the Plan) of the
Company’s common stock as of the Date of Grant. In
accordance with the policies and practices of the Company,
and prior to the Date of Grant, you may elect to receive
Restricted Stock Units (“RSU”) in lieu of up to one-half
of the shares of the Initial Option. If elected, you will
receive one RSU for every three shares of the Initial
Option that you forego, and such RSUs will be subject to
the Plan and a RSU agreement to be entered into by you and
the Company. All Initial Options and RSUs granted will be
subject to four-year ratable vesting.
	 
	 	 
	Benefits:

	 	While employed by the Company during the Term, you will be
eligible to participate in the employee benefit plans and
programs generally available to other executive officers
of the Company, and in such other employee benefit plans
and programs 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:

	 	While employed by the Company during the Term, you will
receive vacation time off in accordance with the policies
and practices of the Company, except that your annual
accrual rate shall not be less than four weeks paid
vacation off per year. Vacation time shall be taken at
such times so as not to unduly disrupt the operations of
the Company.
	 
	 	 
	Travel:

	 	In performing your responsibilities as Executive Vice
President, Scores and President of FICO Consumer Services,
you will be required to travel extensively, both within
the United States and internationally. For travel
required in the course of performing your duties and
responsibilities, you will be allowed to






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	 	select United Airlines in order to take advantage of your frequent flier
status to upgrade to business class at no cost to the Company with that
airline unless business class is available at a lower price in a competing
airline. All other terms and conditions of the Company’s Travel Policy will
apply.
	 
	 	 
	Office Location:

	 	Your primary office will be your home office.
However you will initially be expected to spend
significant time in the Company’s office in San
Rafael, California and, on an ongoing basis, its
headquarters office in Minneapolis, Minnesota.
	 
	 	 
	Inventions Agreement:

	 	As a condition of your employment and of receiving
payments and benefits in accordance with this
Agreement, you will be required to sign the enclosed
Proprietary Information and Inventions Agreement
(the “PIIA”), the terms of which are incorporated
herein by reference.
	 
	 	 
	Change in Control:

	 	In order to provide inducement for you (1) to remain
in the service of the Company in the event of any
proposed or anticipated change in control of the
Company and (2) 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,
you and the Company will enter into a Management
Agreement dated as of the same date as this letter
agreement (the “Management Agreement”). The
Management Agreement will be coterminous with this
letter unless modified by mutual consent.
	 
	 	 
	Termination:

	 	Either you or the Company may terminate the
employment relationship during the Term or after the
Term at any time and for any reason. Upon
termination of your employment by either party for
any reason, you will promptly resign any and all
positions you then hold as officer or director of
the Company or any of its affiliates.
	 
	 	 
	Severance:

	 	In the case of any involuntary termination of your
employment by the Company without Cause or in the
case of voluntary resignation of your employment for
Good Reason (each a “Qualifying Termination”), prior
to January 1, 2013, the Company will pay you as
severance pay an amount equal to (a) 1.75 times your
annual base salary at the rate in effect on your
last day of employment; plus (b) one (1) times the
total incentive bonus payments paid to you for the
fiscal year preceding the Qualifying Termination (if
the Qualifying Termination occurs prior to your
receipt of your incentive bonus under the Company’s
FY11 Management Incentive Plan, the total incentive
bonus payment under this paragraph shall be
$225,000). In addition, upon a Qualifying
Termination the Company will, for a period of twelve
(12) 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; 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.






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	 	In the case of any involuntary termination of your employment by the Company
without Cause; or in the case of voluntary resignation of your employment
for Good Reason (each a “Qualifying Termination”), on or after January 1,
2013 but prior to the expiration of the Term; the Company will pay you as
severance pay an amount equal to one (1) times the sum of (a) your annual
base salary at the rate in effect on your last day of employment plus
(b) the total incentive bonus payments paid to you for the fiscal year
preceding the Qualifying Termination (if the Qualifying Termination occurs
prior to your receipt of your incentive bonus under the Company’s FY11
Management Incentive Plan, the total incentive bonus payment under this
paragraph shall be $225,000). In addition, upon a Qualifying Termination
the Company will, for a period of twelve (12) 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; 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.
	 
	 	 
	 

	 	Payment by the Company of any severance pay or premium reimbursements under
this paragraph will be conditioned upon you (1) signing and not revoking a
full release of all claims against the Company, its affiliates, officers,
directors, employees, agents and assigns, substantially in the form attached
to this letter agreement as Exhibit A, (2) complying with your
obligations under the PIIA or any other agreement between you and the
Company then in effect, (3) cooperating with the Company in the transition
of your duties, and (4) agreeing not to disparage or defame the Company, its
affiliates, officers, directors, employees, agents, assigns, products or
services. Any severance payable will be paid to you in a lump sum on the
first day of the seventh month following your “separation from service” as
determined under Section 409A of the Internal Revenue Code, but not earlier
than expiration of any rescission periods.
	 
	 	 
	 

	 	For purposes of this letter agreement, “Cause” and “Good Reason” have the
following definitions:
	 
	 	 
	 

	 	“Cause” means a determination in good faith by the Company of the existence
of one or more of the following: (i) commission by you of any act
constituting a felony; (ii) any intentional and/or willful act of fraud or
material dishonesty by you related to, connected with or otherwise affecting
your employment with the Company, or otherwise likely to cause material harm
to the Company or its reputation; (iii) the willful and/or continued
failure, neglect, or refusal by you to perform in all material respects your
duties with the Company as an employee, officer or director, or to fulfill
your fiduciary responsibilities to the Company,






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	 	which failure, neglect or refusal has not been cured within fifteen (15)
days after written notice thereof to you from the Company; or (iv) a
material breach by you of the Company’s material policies or codes of
conduct or of your material obligations under the PIIA or other written
agreement signed by you and the Company.
	 
	 	 
	 

	 	“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 Executive Vice President, Scores and
President of FICO Consumer Services, including a material reduction in your
budget authority or a requirement that you report to a corporate officer or
employee instead of reporting directly to the CEO of the Company, provided
that a reduction in the size or scope of the Company’s current or
anticipated business shall not constitute a material reduction in your
authority, duties or responsibilities under this subsection; or (ii)
material breach by the Company of any terms or conditions of this letter
agreement or of any material obligations of the Company under any other
written agreement signed by you and the Company, 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.
	 
	 	 
	 

	 	In the event of termination of your employment by the Company for Cause,
resignation by you other than for Good Reason, or termination due to your
death or any disability for which you are qualified for benefits under the
Company’s group long-term disability program, the Company’s only obligation
hereunder shall be to pay such compensation and provide such benefits as are
earned by you through the date of termination of employment.
	 
	 	 
	 

	 	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 Management Agreement, except that you will be eligible for
severance pay under 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 Management Agreement.






	 	 	 

	Indemnification
Agreement:

	 	The Company will indemnify you in connection with your
duties and responsibilities for the Company, as set out in
the Indemnification Agreement dated as of the same date as
this letter agreement (the “Indemnification
Agreement”).
	 
	 	 
	Taxes:

	 	The Company may withhold from any compensation payable to
you in connection with your employment such federal, state
and local income and employment taxes as the Company shall
determine are required to be withheld pursuant to any
applicable law or regulation.
	 
	 	 
	Assignment:

	 	This letter agreement shall not be assignable, in whole or
in part, by either party without the written consent of
the other party, except that the Company may, without your
consent, assign its rights and obligations under this
letter agreement






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	 	to any corporation or other business entity (i) with which the Company may
merge or consolidate, or (ii) to which the Company may sell or transfer all
or substantially all of its assets or capital stock; provided, however, that
no such assignment shall relieve the Company of its obligations hereunder in
the event that the assignee shall fail to perform the same.
	 
	 	 
	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.
	 
	 	 
	Applicable Law:

	 	This letter agreement shall be interpreted and construed
in accordance with the laws of the State of California.
	 
	 	 
	Entire Agreement:

	 	This letter agreement, 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
this letter agreement will be effective unless made in
writing and signed by you and an authorized officer of
the Company.





If you have any questions about the terms of this letter agreement, please contact me or Richard
Deal.



Sincerely,




Mark N. Greene

Chief Executive Officer



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




	 	 	 	 	 	 	 

	/s/ Jordan W. Graham
 


	 	 
	 	August 2, 2010
 

	 	 
	Jordan W. Graham

	 	 	 	Dated	 	 








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EXHIBIT A




RELEASE BY JORDAN W. GRAHAM


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 (Jordan W. Graham) 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 FIC; and anyone who acted on behalf of
FICO or on instructions from FICO.
	 
	 	D.	 	Agreement means the Letter Agreement, Management Agreement,
Indemnification and Proprietary Information and Invention Assignment Agreement between
me and FICO 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, 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; (ii) reasonably consult with the Company regarding business
matters that I was involved with while






9









 







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 dated July 28, 2010. 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:



Senior Vice President, Chief HR Officer

Fair Isaac Corporation

901 Marquette Avenue

Suite 3200

Minneapolis, MN 55402







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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:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

Jordan W. Graham
	 	 







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