EXHIBIT 10.58
FAIR, XXXXX AND COMPANY, INCORPORATED
STOCK OPTION AGREEMENT
FEBRUARY 5, 2002
(FOR A. XXXXXX XXXXXX)
NONSTATUTORY
STOCK OPTION This option is not intended to qualify as an
incentive stock option under Section 422 of
the Internal Revenue Code.
VESTING Your entire option is 100% vested and
exercisable in full at all times.
TERM Your option will expire at the close of
business at Fair, Xxxxx and Company,
Incorporated ("Fair, Xxxxx") headquarters on
the earlier of (a) the Expiration Date shown
on the Notice of Grant of Stock Options and
Options Agreement ("Option Agreement,) or (b)
12 months after the date on which your
service, whether as a non-employee director,
consultant or employee with Fair, Xxxxx
terminates.
Fair, Xxxxx determines when your service
terminates for this purpose.
RESTRICTIONS ON
EXERCISE You agree not to exercise this option if the
issuance of shares at that time would violate
any law or regulation, as determined by Fair,
Xxxxx. Moreover, you cannot exercise this
option unless you have returned a signed copy
of the Option Agreement to Fair, Xxxxx.
NOTICE OF EXERCISE When you wish to exercise this option, you
must notify Fair, Xxxxx by filing Fair,
Isaac's "Notice of Exercise" form at the
address given on the form. The notice will be
effective when it is received by Fair, Xxxxx.
If your notice was sent by facsimile
transmission, it will be effective only if it
is promptly confirmed by filing a form with an
original signature.
Your notice must specify how many shares you
wish to purchase. Your notice must also
specify how your shares should be registered
(in your name only or in your and your
spouse's names as community property or as
joint tenants with right of survivorship).
If someone else wants to exercise this option
after your death, that person must prove to
Fair, Isaac's satisfaction that he or she is
entitled to do so.
FORM OF PAYMENT When you submit your Notice of Exercise, you
must include payment of the exercise price for
the shares you are purchasing, as shown on the
Option Agreement. Payment may be made in one
(or a combination) of the following forms:
- Cash or certified check.
- Irrevocable directions to a
securities broker approved by Fair,
Xxxxx to sell your option shares and
to deliver all or a portion of the
sale proceeds to Fair, Xxxxx in
payment of the exercise price. (The
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balance of the sale proceeds, if any,
will be delivered to you via your
broker.) The directions must be given
by signing a special "Notice of
Exercise" form provided by Fair,
Xxxxx.
- Certificates for Fair, Xxxxx stock
that you have owned for at least 12
months, along with any forms needed
to effect a transfer of the shares to
Fair, Xxxxx. The value of the shares,
determined as of the effective date
of the option exercise, will be
applied to the exercise price.
WITHHOLDING TAXES Fair, Xxxxx will not withhold taxes on stock
option exercises made by non-employee
directors.
RESTRICTIONS ON RESALE By signing the Option Agreement, you agree not
to sell any shares at a time when applicable
laws or Fair, Xxxxx policies prohibit a sale.
This restriction will apply as long as you are
a non-employee director of Fair, Xxxxx (or a
subsidiary).
TRANSFER OF OPTION Prior to your death, only you or a permitted
assignee as defined herein may exercise this
option (unless this option or a portion
thereof has been transferred to your former
spouse by a domestic relations order by a
court of competent jurisdiction). You may
transfer this option or a portion of this
option by gift to members of your immediate
family, a partnership consisting solely of you
and/or members of your immediate family, or to
a trust established for the benefit of you
and/or members of your immediate family
(including a charitable remainder trust whose
income beneficiaries consist solely of such
persons). For purposes of the foregoing,
"immediate family" means your spouse, children
or grandchildren, including step-children or
step-grandchildren. Any of these persons is a
"permitted assignee." However, such transfer
shall not be effective until you have
delivered to Fair, Xxxxx notice of such
transfer. You cannot otherwise transfer or
assign this option. For instance, you may not
sell this option or use it as security for a
loan. If you attempt to do any of these
things, this option will immediately become
invalid. You may, however, dispose of this
option in your will or by a written
beneficiary designation. Such a designation
must be filed with Fair, Xxxxx on the proper
form and will be recognized only if it is
received at Fair, Xxxxx headquarters before
your death.
RETENTION RIGHTS Neither the Option Agreement nor the terms of
this Agreement give you the right to be
retained by Fair, Xxxxx (or any subsidiaries)
in any capacity.
STOCKHOLDER RIGHTS You, or your estate, beneficiaries or heirs,
have no rights as a stockholder of Fair, Xxxxx
until a certificate for your option shares has
been issued. No adjustments are made for
dividends or other rights if the applicable
record date occurs before your stock
certificate is issued, except as otherwise
described herein.
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ADJUSTMENTS In the event of a subdivision of the
outstanding common stock of Fair, Xxxxx, a
declaration of a dividend payable in common
stock, a declaration of a dividend payable in
a form other than common stock in an amount
that has material effect on the price of
common stock, a combination or consolidation
of the outstanding common stock (by
reclassification or otherwise) into a lesser
number of common stock, a recapitalization, a
spinoff or a similar occurrence, the
Compensation Committee of the Board of
Directors shall make appropriate adjustments
in (a) the number of shares of common stock
underlying this option and (b) the exercise
price under this option. Except as provide
herein you shall have no rights by reason of
any issue by the Company of stock of any class
or securities convertible into stock of any
class, any subdivision or consolidation of
shares of stock of any class, the payment of
any stock dividend or any other increase or
decrease in the number of shares of stock of
any class.
In the event that the Company is a party to a
merger or other reorganization, this option
shall be subject to the agreement of merger or
reorganization. Such agreement may provide,
without limitation, for the assumption of this
option by the surviving corporation or its
parent, for their continuation by the Company
(if the Company is a surviving corporation),
or for settlement in cash.
APPLICABLE LAW This Agreement will be interpreted and
enforced under the laws of the State of
Delaware (without regard to its rules on
choice of law).
OTHER AGREEMENTS This Agreement constitutes the entire
understanding between you and Fair, Xxxxx
regarding this option. Any prior agreements,
commitments or negotiations concerning this
option are superseded. This Agreement may be
amended only in writing.
BY SIGNING THE NOTICE OF GRANT AND STOCK
OPTION AGREEMENT, YOU AGREE TO ALL OF THE
TERMS AND CONDITIONS DESCRIBED ABOVE.
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