EX-10.1









Exhibit 10.1









March 11, 2009




Mr. Thomas Bradley

13 Crocus Hill

St. Paul, MN 55102




Dear Tom:



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 Financial
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 Financial Officer.
	 
	 	 
	Term:

	 	The term of this letter agreement shall be for a period
commencing on April 6, 2009 and ending on April 5, 2012,
unless earlier terminated by either party as provided in
this letter agreement (the “Term”). Upon expiration of
the Term, if you then remain employed by the Company,
your employment will continue on an at-will basis, with
the same position, salary, and incentive bonus in effect
immediately prior to expiration of the Term, until such
time as your position, salary, and/or incentive bonus
may be modified or adjusted by the Company in its sole
discretion.
	 
	 	 
	Responsibilities:

	 	During your employment hereunder with the Company as
Executive Vice President, Chief Financial Officer, 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 finance and
accounting operations 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 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






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	 	prevent you from fulfilling your duties and responsibilities to the Company as Executive Vice
President, Chief Financial Officer.
	 
	 	 
	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.
	 
	 	 
	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 $112,500, 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 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







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	 	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
headquarters in Minneapolis, MN. Of course, in your
position regular travel will be required in the
course of performing your duties and
responsibilities as Executive Vice President, Chief
Financial Officer.
	 
	 	 
	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”).
	 
	 	 
	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
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 $112,500). 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,






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	 	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 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, Chief Financial
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 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.






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	 	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.
	 
	 	 
	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






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	 	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,




/s/ Mark N. Greene

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/ Thomas Bradley

	 	 	 	March 11, 2009
	 
	 	 	 	 
	 

Thomas Bradley

	 	 
	 	Dated






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EXHIBIT A




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.	 	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 employee benefit plans sponsored or
maintained by FIC (other than multiemployer plans) and the present and past
fiduciaries of such 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;




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	 	 	 	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 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


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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 *[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.




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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 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.




	 	 	 	 	 	 	 	 	 
	Dated:


	 

	 	 

	 	 
	 	 

Thomas Bradley
	 	 







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