exv10w25





Exhibit 10.25








January 12, 2009




Ms. Deborah Kerr

214 South Rios Avenue

Solana Beach, CA 92075



Dear Deborah:



This letter agreement confirms our discussions regarding our desire to retain your employment at
Fair Isaac Corporation (the “Company”) as the Company’s Executive Vice President, Chief Technology
& Products Officer, 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, Chief Technology & Products Officer.
	 
	 	 
	Term:

	 	The term of this letter agreement shall be for a
period commencing on your employment start date
(anticipated to be February 2, 2009 or earlier) and
ending on the 3rd anniversary of this
date, unless earlier terminated by either party as
provided in this letter agreement (the “Term”).
	 
	 	 
	Responsibilities:

	 	During your employment with the Company as Executive
Vice President, Chief Technology & Products Officer,
you will report to the Company’s Chief Executive
Officer (“CEO”) and will be responsible for the
growth and strategic leadership of the various
business units or 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 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.
	 
	 	 
	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, Chief Technology & Products Officer.
	 
	 	 
	Initial Base Salary:

	 	You will be paid a base salary at the rate of
$425,000 per year for services performed, in
accordance with the regular payroll practices of the
Company with






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	 	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
during the Term.
	 
	 	 
	Incentive Bonus:

	 	For each full fiscal year of the Company that you are employed during the Term,
you will be eligible for an annual incentive award opportunity 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 Committee from time to time. Objectives will be established during the
first quarter of the 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 2009, you are guaranteed to receive an incentive
award of no less than $145,000, 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 FY09 Management Incentive Plan.
	 
	 	 
	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 225,000 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 exercise price
of the Initial Option shall be 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 exchange up to one-half of these Initial Options for Restricted Stock
Units (“RSU”) on a three Initial Options per one RSU basis. All initial Options
and RSUs granted will be subject to four-year ratable vesting.
	 
	 	 
	Signing Bonus:

	 	You will receive a signing bonus of $100,000, less applicable taxes, on the
Company’s first available payroll date following the commencement of your
employment. Should you voluntarily terminate your employment with the Company
without Good Reason or should the Company terminate your employment with Cause
and either such termination of employment occurs before you complete twelve
months of employment from your start date, you will be responsible to repay a pro
rata amount of your signing bonus. This pro rata amount will be calculated by
dividing the net after tax amount of the signing bonus you receive by 365, and
then multiplying that amount by the number of days from the last day of your
employment through the one-year anniversary of your start date. You further
authorize the Company to withhold this amount from any final wages due to you and
agree to remit any remaining amount owed






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	 	within 30 calendar days of the effective date of your voluntary termination of employment.
	 
	 	 
	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.
	 
	 	 
	Office Location:

	 	Your office will be located at the Company’s location in San Diego, CA. Of
course, in your position regular travel will be required in the course of
performing your duties and responsibilities as Executive Vice President, Chief
Technology & Products Officer. The Company will allow you to book business class
tickets for all work-related domestic and international travel, subject to the
terms and conditions of the Company’s travel policies, including advance ticket
purchase requirements.
	 
	 	 
	Inventions Agreement:

	 	As a condition 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”).
	 
	 	 
	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 case of involuntary termination of your employment by the Company without
Cause prior to the expiration of the Term or in the case of voluntary resignation
of your employment for Good Reason prior to the expiration of the Term (each a
“Qualifying Termination”), 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 payment
paid to you for the fiscal year preceding the Qualifying Termination (if the






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	 	Qualifying Termination occurs prior to your receipt of your incentive bonus
under the Company’s FY09 Management Incentive Plan, the total incentive
bonus payment under this paragraph shall be $145,000). 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, 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 agreement between 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, Chief Technology &
Products Officer, 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






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	 	Company’s current or anticipated business, including without limitation
a diminution in, or divesture relating to, the Company’s scoring,
application or tools strategy or 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, 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 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.






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	Applicable Law:

	 	This letter agreement shall be interpreted and construed
in accordance with the laws of the State of Minnesota.
	 
	 	 
	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/ Deborah L. Kerr
 

Deborah Kerr

	 	 
	 	January 13, 2009
 

Dated
	 	 







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EXHIBIT A




RELEASE BY DEBORAH KERR


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 (Deborah Kerr) and anyone
who has or obtains any legal rights or claims through me.






	 	B.	 	FIC 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 FIC; the present and past officers, directors,
committees, shareholders, and employees of FIC; any company providing insurance to FIC
in the present or past; the present and past fiduciaries of any employee benefit plan
sponsored or maintained by FIC (other than multiemployer plans); the attorneys for
FIC; and anyone who acted on behalf of FIC or on instructions from FIC.
	 
	 	D.	 	Agreement means the *[letter agreement / Management Agreement / or
other relevant agreement]* between me and FIC dated *[date]*, including all of the
documents attached to such agreement.
	 
	 	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 FIC
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 any
federal, state, or local statute, ordinance, or regulation, 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, 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 Family and Medical Leave Act, the Fair Credit Reporting Act, the Minnesota
Human Rights 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);
	 
	 	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




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	 	 	 	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 FIC as a current or former officer,
director or employee of FIC; 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 FIC.




Consideration. I am entering into this Release in consideration of FIC’s obligations to
provide me certain severance benefits as specified in the Agreement. I will receive consideration
from FIC 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 FIC 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 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






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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 *[date]*. I will not defame or disparage the reputation, character,
image, products, or services of FIC, or the reputation or character of FIC’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 FIC.



Additional Agreements and Understandings. Even though FIC 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 FIC, 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 FIC it will not be valid and FIC 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 FIC 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 FIC 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 FIC by hand or by mail within the 15-day
rescission period. All deliveries must be made to FIC at the following address:



Vice President of Human Resources

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 FIC 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






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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 FIC 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 FIC. No child support
orders, garnishment orders, or other orders requiring that money owed to me by FIC 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.




	 	 	 	 	 	 	 

	 
	 
	 

Date

	 	 
	 	 

Deborah Kerr
	 	 







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