ex10.htm


    EXHIBIT
10.1

    


     

    VOTING
AGREEMENT

     

     

    This
VOTING AGREEMENT is dated as of May 21, 2009 (this “Agreement”) between Fair
Isaac Corporation, a Delaware corporation (the “Company”), and Southeastern
Asset Management, Inc., a Tennessee corporation (“Southeastern”).

     

    WHEREAS
Southeastern has requested that the Board of Directors of the Company amend the
Rights Agreement, dated August 9, 2001, by and between the Company and Mellon
Investor Services LLC (the “Rights Agreement”) to permit Southeastern, together
with its Affiliates and Associates, to Beneficially Own up to (but less than)
20% of the then outstanding shares of the Common Stock of the Company;
and

     

    WHEREAS,
the Company has conditioned the approval of such amendment on Southeastern’s
entry into this Agreement,

     

    NOW,
THEREFORE, in consideration of the covenants and undertakings set forth herein,
the parties hereto agree as follows:

     

    Section
1.        Definitions.  Capitalized
terms used and not otherwise defined herein have the definitions assigned to
them in the Rights Agreement.

     

    Section
2.        Voting
Arrangements.  If Southeastern, together with all Affiliates
and Associates of Southeastern, Beneficially Own 15% or more of the shares of
Common Stock of the Company then outstanding, then Southeastern shall vote, or
cause to be voted, all such shares of Common Stock in excess of 15% of the
shares of Common Stock then outstanding on all matters submitted to a vote of
the holders of Common Stock (whether at a meeting or by written consent) in
accordance with the recommendation of the Board of Directors of the Company or,
if the Board of Directors of the Company does not make a recommendation with
respect to a particular matter, in proportion to the votes cast by the holders
of Common Stock other than Southeastern, its Affiliates and
Associates.  Southeastern shall use best efforts to cause all shares
of Common Stock of the Company Beneficially Owned by Southeastern, its
Affiliates or Associates to be represented, in person or by proxy, at all
meetings of holders of Common Stock of the Company.

     

    Section
3.        Termination.  This
Agreement may be terminated by mutual consent of the Company and
Southeastern.

     

    Section
4.        Specific
Performance.  Southeastern agrees that
any breach by it of any provision of this Agreement would irreparably injure the
Company and that money damages would be an inadequate remedy therefor.  Accordingly,
Southeastern agrees that the Company shall be entitled to one or more
injunctions enjoining any such breach and requiring specific performance of this
Agreement and consents to the entry thereof, in addition to any other remedy to
which the Company is entitled at law or in
equity.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
5.        Notices.  All notices, requests and
other communications to either party hereunder shall be in writing (including
telecopy or similar writing) and shall be given,

     

    
      	
              if
      to the Company, to:

            
	 
      	 
      
	 
      	
              Fair
      Isaac Corporation

              901
      Marquette Avenue, Suite 3200

              Minneapolis,
      MN 55402-3232

              Attention:   
      Mark Scadina, General Counsel

              Telecopier:  (612)
      758-6002

            
	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      
	 
      	
              Skadden,
      Arps, Slate, Meagher & Flom LLP

              525
      University Avenue, Suite 1100

              Palo
      Alto, CA 94301

              Attention:    Kenton
      J. King, Amr Razzak

              Telecopier:  (650)
      470-4570

            
	 
      	 
      
	
              if
      to Southeastern, to:

            
	 
      	 
      
	 
      	
              Southeastern
      Asset Management, Inc.

              6410
      Poplar Avenue - Suite 900

              Memphis,
      TN  38119

              Attention:    Jason
      Dunn

              Telecopier:  (901)
      818-5160

            
	 
      	 
      
	
              with
      a copy to:

            
	 
      	 
      
	 
      	
              Southeastern
      Asset Management, Inc.

              6410
      Poplar Ave., Suite 900

              Memphis,
      TN  38119

              Attention:    General
      Counsel

              Telecopier:  (901)
      260-0885

            


    

    


     

    or
such other address or telecopier number as such party may hereafter specify by
notice to the other party hereto. Each such notice, request or other
communication shall be effective when delivered at the address specified in this
Section 5.

     

    Section
6.        Amendments;
No Waivers.

     

     

    (a)       Any provision of this Agreement may be
amended or waived if, and only if, such amendment or waiver is in writing and signed,
in the case of an amendment, by Southeastern and the Company, or in the case of
a waiver, by the party against whom the waiver is to be
effective.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    (b)       No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies herein provided shall be
cumulative and not exclusive of any rights
or remedies provided by law.

     

    Section
7.        Expenses.  All costs and expenses
incurred in connection with this Agreement shall be paid by the party incurring
such cost or expense.

     

    Section
8.        Successors
and Assigns.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  Neither of the parties may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement without the written consent of
the other party hereto. Neither this Agreement nor any provision hereof is
intended to confer upon any Person other than the parties hereto any rights or
remedies hereunder.

     

    Section
9.        Counterparts;
Effectiveness.  This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

     

    Section
10.      Entire
Agreement.  This Agreement constitutes
the entire agreement between the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings and negotiations,
both written and oral, between the parties with respect thereto. No
representation, inducement, promise,
understanding, condition or warranty not set forth herein has been made or
relied upon by any of the parties hereto.

     

    Section
11.      Governing
Law.  This
Agreement shall be construed in accordance with and governed by the laws
of the State of
Delaware, without regard to the conflicts of law
rules of such state.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.

     

    
      
        	 
      	
                Fair
      Isaac Corporation

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/ 
      Mark N. Greene

                

              
	 
      	 
      	
                Name: 
      Mark N. Greene

              
	 
      	 
      	
                Title:    
      Chief Executive Officer

              
	 
      	 
      
	 
      	 
      
	 
      	
                Southeastern
      Asset Management, Inc.

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/ 
      Andrew R. McCarroll

                

              
	 
      	 
      	
                Name: 
      Andrew R. McCarroll

              
	 
      	 
      	
                Title:    
      Vice President and General Counsel