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As Of Filer Filing For·On·As Docs:Size 1/31/17 Fair Isaac Corp 10-Q 12/31/16 75:5.5M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report -- fico10-qq12017 HTML 582K 10: EX-10.10 Exhibit 10.10 10-Q Q1 2017 HTML 46K 11: EX-10.11 Exhibit 10.11 10-Q Q1 2017 HTML 50K 2: EX-10.2 Exhibit 10.2 10-Q Q1 2017 HTML 53K 3: EX-10.3 Exhibit 10.3 10-Q Q1 2017 HTML 48K 4: EX-10.4 Exhibit 10.4 10-Q Q1 2017 HTML 53K 5: EX-10.5 Exhibit 10.5 10-Q Q1 2017 HTML 49K 6: EX-10.6 Exhibit 10.6 10-Q Q1 2017 HTML 68K 7: EX-10.7 Exhibit 10.7 10-Q Q1 2017 HTML 70K 8: EX-10.8 Exhibit 10.8 10-Q Q1 2017 HTML 62K 9: EX-10.9 Exhibit 10.9 10-Q Q1 2017 HTML 63K 12: EX-31.1 Exhibit 31.1 10-Q Q1 2017 HTML 29K 13: EX-31.2 Exhibit 31.2 10-Q Q1 2017 HTML 29K 14: EX-32.1 Exhibit 32.1 10-Q Q1 2017 HTML 22K 15: EX-32.2 Exhibit 32.2 10-Q Q1 2017 HTML 22K 22: R1 Document and Entity Information HTML 42K 23: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 112K 24: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 43K (Parenthetical) 25: R4 Condensed Consolidated Statements of Income and HTML 89K Comprehensive Income (Unaudited) 26: R5 Condensed Consolidated Statement of Stockholders' HTML 62K Equity (Unaudited) 27: R6 Condensed Consolidated Statements of Cash Flows HTML 107K (Unaudited) 28: R7 Nature of Business HTML 40K 29: R8 Fair Value Measurements HTML 52K 30: R9 Derivative Financial Instruments HTML 63K 31: R10 Goodwill and Intangible Assets HTML 57K 32: R11 Composition of Certain Financial Statement HTML 31K Captions 33: R12 Revolving Line of Credit HTML 28K 34: R13 Senior Notes HTML 44K 35: R14 Restructuring Expenses HTML 36K 36: R15 Income Taxes HTML 29K 37: R16 Share-Based Payments HTML 79K 38: R17 Earnings per Share HTML 41K 39: R18 Segment Information HTML 132K 40: R19 Contingencies HTML 24K 41: R20 Nature of Business (Policies) HTML 46K 42: R21 Fair Value Measurements (Tables) HTML 44K 43: R22 Derivative Financial Instruments (Tables) HTML 56K 44: R23 Goodwill and Intangible Assets (Tables) HTML 56K 45: R24 Composition of Certain Financial Statement HTML 32K Captions (Tables) 46: R25 Senior Notes (Tables) HTML 44K 47: R26 Restructuring Expenses (Tables) HTML 36K 48: R27 Share-Based Payments (Tables) HTML 81K 49: R28 Earnings per Share (Tables) HTML 39K 50: R29 Segment Information (Tables) HTML 123K 51: R30 Nature of Business New Accounting Pronouncements HTML 42K (Detail) 52: R31 Fair Value Measurements - Financial Assets HTML 40K Measured at Fair Value on Recurring Basis (Detail) 53: R32 Derivative Financial Instruments - Additional HTML 29K Information (Detail) 54: R33 Derivative Financial Instruments - Summary of HTML 39K Outstanding Forward Foreign Currency Contracts by Currency (Detail) 55: R34 Derivative Financial Instruments - Gains (Losses) HTML 26K on Derivative Financial Instruments Recorded in Consolidated Statements of Income (Detail) 56: R35 Goodwill and Intangible Assets - Amortization HTML 30K Expense Associated with Intangible Assets (Detail) 57: R36 Goodwill and Intangible Assets - Additional HTML 24K Information (Detail) 58: R37 Goodwill and Intangible Assets - Estimated Future HTML 38K Intangible Asset Amortization Expense (Detail) 59: R38 Goodwill and Intangible Assets - Summary of HTML 34K Changes to Goodwill (Detail) 60: R39 Composition of Certain Financial Statement HTML 31K Captions - Property and Equipment (Detail) 61: R40 Revolving Line of Credit - Additional Information HTML 51K (Detail) 62: R41 Senior Notes - Additional Information (Detail) HTML 55K 63: R42 Restructuring Expenses - Summary of Restructuring HTML 35K Accruals and Certain Facility Closures (Detail) 64: R43 Income Taxes - Additional Information (Detail) HTML 36K 65: R44 Share-Based Payments - Additional Information HTML 33K (Details) 66: R45 Share-Based Payments - Summary of Option Activity HTML 65K (Details) 67: R46 Share-Based Payments - Summary of Restricted Stock HTML 47K Unit Activity (Details) 68: R47 Share-Based Payments - Summary of Performance HTML 47K Share Unit and Market Share Unit Activity (Details) 69: R48 Earnings per Share - Reconciliation of Numerators HTML 45K and Denominators of Basic and Diluted Earnings Per Share (Detail) 70: R49 Earnings per Share - Additional Information HTML 25K (Detail) 71: R50 Segment Information - Additional Information HTML 25K (Detail) 72: R51 Segment Information - Summary of Segment HTML 71K Information (Detail) 74: XML IDEA XML File -- Filing Summary XML 114K 73: EXCEL IDEA Workbook of Financial Reports XLSX 58K 16: EX-101.INS XBRL Instance -- fico-20161231 XML 1.22M 18: EX-101.CAL XBRL Calculations -- fico-20161231_cal XML 158K 19: EX-101.DEF XBRL Definitions -- fico-20161231_def XML 338K 20: EX-101.LAB XBRL Labels -- fico-20161231_lab XML 1.04M 21: EX-101.PRE XBRL Presentations -- fico-20161231_pre XML 649K 17: EX-101.SCH XBRL Schema -- fico-20161231 XSD 105K 75: ZIP XBRL Zipped Folder -- 0000814547-17-000005-xbrl Zip 135K
Exhibit |
1. | Grant of Stock Options. The
Company hereby grants to you, subject to the terms and conditions in this Employee Non-Statutory Stock Option Agreement (the “Agreement”) and subject to the terms and conditions of the Plan, an option to purchase the number of Shares specified on the cover page of this Agreement (the “Option”). |
2. | Non-Statutory Stock Option. This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Code and will be interpreted accordingly. |
3. | Vesting
and Exercise Schedule. This Option will vest and become exercisable as to the portion of Shares and on the dates specified on the cover page to this Agreement, so long as you remain an Employee. The vesting and exercise schedule is cumulative, meaning that to the extent the Option has not already been exercised and has not expired, terminated or been cancelled, you or the person otherwise entitled to exercise the Option as provided in this Agreement may at any time purchase all or any portion of the Shares that may then be purchased under that schedule. |
4. | Expiration. This Option will expire and will no longer be exercisable at 5:00 p.m. Central Time on the earliest of: |
(a) | the
expiration date specified on the cover page of this Agreement; |
(b) | the expiration of any applicable period specified in Section 6(e) of the Plan during which this Option may be exercised after your termination of Service; |
(c) | if the Committee has taken action to accelerate exercisability in accordance with Sections 13(b)(3) or 13(c) of the Plan, the expiration of any applicable exercise period specified by the Committee pursuant to such
action; |
(d) | the date (if any) fixed for cancellation of this Option pursuant to Section 13(b)(2) or 13(d) of the Plan; or |
(e) | the expiration of any applicable period specified in any other written agreement you have with the Company providing for accelerated vesting and exercisability. |
* | To
the extent any capitalized term used in this Agreement is not defined, it has the meaning assigned to it in the Plan as the Plan currently exists or as it is amended in the future. |
5. | Service Requirement. Except as otherwise provided
in Section 6(e) of the Plan, and as may otherwise be provided by action of the Committee in accordance with Sections 13(b)(3) or 13(c) of the Plan, this Option may be exercised only while you continue to provide Service to the Company or an Affiliate as an Employee, and only if you have continuously provided such Service since the date this Option was granted. |
6. | Leave of Absence. Your Service as an Employee will be deemed continuing while you are on a leave of absence approved by the Company in writing or guaranteed
by applicable law or other written agreement you have entered into with the Company (an “Approved Leave”). If you do not resume providing Service as an Employee following your Approved Leave, your Service will be deemed to have terminated upon the expiration of the Approved Leave. |
7. | Exercise of Option. Subject to Section 5 of this Agreement and to the Company’s policies governing trading in its securities, the vested and exercisable portion of this Option may be exercised through use of the account maintained
for you at E*TRADE or another automated electronic platform approved by the Company or through delivery to the Company’s Stock Administration office of written notification of exercise that states the number of Shares to be purchased and is signed or otherwise authenticated by the person exercising this Option. If the person exercising this Option is not the Optionee, he or she also must submit appropriate proof of his or her right to exercise this Option. |
8. | Payment of Exercise Price. When you submit your notice
of exercise pursuant to Section 7 of this Agreement, you must include payment of the exercise price of the Shares being purchased through one or a combination of the following methods: |
9. | Tax
Consequences and Withholding. You acknowledge that, regardless of any action taken by the Company or, if different, the Affiliate employing you (the "Employer"), the ultimate liability for all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (the “Tax-Related Items”) is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related |
10. | Payment of Employer NICs. As a condition to participation in the Plan and the exercise
of the Option, you hereby agree to accept all liability for any secondary Class 1 National Insurance contributions which would otherwise be payable by the Company or any Affiliate (including the Employer) or any successor thereto with respect to the exercise of the Option or any other event giving rise to taxation under the Option (the “Employer NICs”). Without prejudice to the foregoing, you acknowledge that you have entered into (or will enter into within the time period specified by the Company) a Joint Election Form provided by the Company and approved by HMRC and any other consent or elections required to effect the transfer of the Employer NICs to you. You further agree to execute such other joint elections
as may be required between you and any successor to the Company and/or the Employer. You further agree that the Company and/or the Employer may collect the Employer NICs by any of the means set forth in the Joint Election Form or Section 9 of this Agreement. |
11. | Delivery of Shares. As
soon as practicable after the Company receives the notice of exercise and exercise price provided for above, and determines that all conditions to exercise, including the tax withholding provisions of Section 9 and the compliance provisions of Section 20 of this Agreement, have been satisfied, it will arrange for the delivery of the Shares being purchased. Delivery of the Shares shall be effected by the electronic delivery of the Shares to a brokerage account maintained for you at E*TRADE (or another broker designated by the Company), or by another method provided by the Company. All Shares so issued will be fully paid and nonassessable. |
12. | Transfer
of Option. During your lifetime, only you (or your guardian or legal representative in the event of legal incapacity) may exercise this Option except in the case of a transfer described below. You may not assign or transfer this Option other than by a transfer upon your death in accordance with your will, by the applicable laws of descent and distribution in your country or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan (to the extent such designation is valid under applicable law). Following any such transfer, this Option shall continue to be subject to the same terms and conditions that were applicable to this Option immediately prior to its transfer and may be exercised by such permitted transferee as and to the extent that this Option has become exercisable and has not terminated in accordance with the provisions of the Plan and this Agreement. |
13. | No
Shareholder Rights Before Delivery of Shares. Neither you nor any permitted transferee of this Option will have any of the rights of a shareholder of the Company with respect to any Shares subject to this Option until such Shares have been delivered to you or your permitted transferee pursuant to Section 11 of this Agreement. No adjustments shall be made for dividends or other rights if the applicable record date occurs before such delivery has been effected, except as otherwise described in the Plan. |
14. | Nature of Grant. In accepting the grant of
this Option, you acknowledge, understand and agree as follows: |
(a) | The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan. |
(b) | The
grant of this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past. |
(c) | All decisions with respect to future option grants, if any, will be at the sole discretion of the Committee. |
(d) | You are voluntarily participating in the Plan. |
(e) | This
Option and any Shares subject to the Option, and the income and value of same, are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate (including, as applicable, the Employer) and which are outside the scope of your employment contract, if any. |
(f) | This Option and any Shares subject to the Option, and the income and value of same, are not to be considered part of your normal or expected compensation or salary for any purpose, including, but not limited
to, calculating any severance, resignation, termination, payment in lieu of notice, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. |
(g) | This Option and any Shares subject to the Option, and the income and value of same, are not intended to replace any pension rights or compensation. |
(h) | Unless otherwise agreed with the
Company, this Option and the Shares subject to the Option, and the income and value of the same, are not granted as consideration for, or in connection with, the services you may provide as a member of the board of directors or as a legal representative of an Affiliate. |
(i) | In the event that the Employer is not the Company, the grant of the Option will not be
interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of this Option will not be interpreted to form an employment contract with any Affiliate (including, as applicable, the Employer). |
(j) | This Option and Agreement do not give you a right to continued Service with the Company or any Affiliate (including the
Employer) and the Employer may terminate your Service at any time subject to local law and the terms of any employment agreement, if any, and otherwise deal with you without regard to the effect it may have upon you under this Agreement. |
(k) | The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty; if the underlying Shares do not increase in value, the Option will have no value; if you exercise your Option and acquire Shares, the value of such Shares may increase or decrease, even below the exercise price. |
(l) | No
claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from the termination of your Service (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any). |
(m) | Neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States (“U.S.”) Dollar that may affect the value of the Option or of any amounts due to you pursuant to the exercise of the Option
or the subsequent sale of any Shares acquired upon exercise. |
15. | Data Privacy. |
16. | No
Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You understand and agree that you should consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. |
17. | Governing Plan Document. This Agreement
and Option are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern. |
18. | Choice of Law and Venue. This Option and Agreement will be interpreted and construed in accordance with and governed by the laws of the State of Minnesota, and all Participants agree to the exclusive venue and jurisdiction of the State and Federal Courts located in Hennepin County, Minnesota and waive any objection based on lack of jurisdiction or inconvenient
forum. Any action relating to or arising out of this Plan must be commenced within one year after the cause of action accrued. This provision will not apply to Participants who relocate and primarily reside and work in California. |
19. | Binding Effect. This Agreement will be binding in all respects on your heirs, representatives, successors and assigns, and on the successors and assigns of the Company. |
20. | Compliance
with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon exercise of the Options prior to the completion of any registration or qualification of the shares under any U.S. federal, state or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion,
deem necessary or advisable. You understand that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, you agree that the Company shall have unilateral authority to amend the Agreement without your consent to the extent necessary to comply with securities or other laws applicable to the issuance of the Shares. |
21. | Compensation Recovery Policy. To
the extent that any compensation paid or payable pursuant to this Agreement is considered “incentive-based compensation” within the meaning and subject to the requirements of Section 10D of the Exchange Act, such compensation shall be subject to potential forfeiture or recovery by the Company in accordance with any compensation recovery policy adopted by the Board or any committee thereof in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder adopted by the SEC or any national securities exchange on which the Stock is then listed. This Agreement may be unilaterally amended by the Company to comply with any such compensation recovery policy. |
22. | Insider
Trading/Market Abuse Restrictions. You may be subject to insider trading restrictions and/or market abuse laws which may affect your ability to acquire or sell Shares or rights to Shares (e.g., the Option) during such times as you are considered to have "inside information" regarding the Company (as defined by the laws |
23. | Imposition of Other Requirements. The Company reserves the right to impose other requirements on your participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable for legal or administrative reasons (including if you relocate to another country after the Grant Date), and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
24. | Electronic Delivery and Participation. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic
system established and maintained by the Company or a third party designated by the Company. |
25. | Waiver. You acknowledge that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other Participant. |
26. | Severability. The
provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/23 Fair Isaac Corp. 10-K 9/30/23 121:11M 11/09/22 Fair Isaac Corp. 10-K 9/30/22 117:12M 11/10/21 Fair Isaac Corp. 10-K 9/30/21 119:12M 11/12/20 Fair Isaac Corp. 10-K 9/30/20 121:15M |