UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 18, 2007
FAIR ISAAC CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-16439
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94-1499887 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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901 Marquette Avenue, Suite 3200
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Minneapolis, Minnesota
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55402-3232 |
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(Address of principal executive offices)
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(Zip Code) |
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Registrant’s telephone number, including area code
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612-758-5200 |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On October 18, 2007, Fair Isaac Corporation (the “Corporation”) entered into a letter
agreement (the “Letter Agreement”) with Michael H. Campbell, the Corporation’s Executive Vice
President and Chief Operating Officer, covering certain terms of his employment. The Letter
Agreement has a term expiring on October 11, 2010 (the “Term”) and provides for an initial base
salary of $375,000, subject to annual review and upward adjustment by the Compensation Committee of
the Corporation’s Board of Directors (the “Committee”). The Letter Agreement further provides that
Mr. Campbell will be eligible for an annual cash incentive award of 0% to 100% of his base salary,
as in effect at the end of the fiscal year, with a target payout of 50% of his base salary. Mr.
Campbell will also be eligible for an annual equity grant based upon the achievement of objectives
established by the Committee with target performance resulting in an annual equity grant of 100,000
stock options at an exercise price equal to fair market value on the date of grant. In the event
of an involuntary termination of Mr. Campbell’s employment without “Cause” prior to the expiration
of the Term or in the event of a voluntary resignation for “Good Reason” prior to the expiration of
the Term, the Corporation will pay Mr. Campbell a severance amount equal to one times his
then-current annual base salary, plus the total incentive payments made to him during the preceding
twelve months, and Mr. Campbell will be eligible to participate in certain of the Corporation’s
benefit plans for twelve months following his termination date at the
Corporation's expense. Mr. Campbell’s receipt of these
severance amounts is conditioned on his delivery of an agreed upon form of release and certain
other conditions specified in the Letter Agreement.
The Management Agreement dated April 18, 2007 by and between the Corporation and Mr. Campbell
remains in full force and effect and was not amended or replaced by the Letter Agreement. The full
text of the Letter Agreement is filed herewith as Exhibit 10 and is incorporated by reference into
this Item 5.02(e).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
10
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Letter Agreement entered into on October 18, 2007 by and between
Fair Isaac Corporation and Michael H. Campbell. |
1