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Title: |
Management Agreement |
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Entities: |
Fair Isaac Corp. |
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Date: |
2007 |
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Size: |
Preview shows 8KB of 42KB total |
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Price: |
$47 |
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ID: |
#2710917 |
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Start of
Preview |
MANAGEMENT AGREEMENT
This Management Agreement (this Agreement) is entered into as of February 14, 2007, by and between Fair Isaac Corporation, a Delaware corporation (the Company), and Mark N. Greene (Executive).
WHEREAS, Executive is expected to become a key member of the management of the Company and to devote substantial skill and effort to the affairs of the Company, pursuant to a letter agreement of even date hereof; and
WHEREAS, it is desirable and in the best interests of the Company and its shareholders to provide inducement for Executive (A) to remain in the service of the Company in the event of any proposed or anticipated change in control of the Company and (B) 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, without regard to the effect such change in control may have on Executives employment with the Company; and
WHEREAS, it is desirable and in the best interests of the Company and its shareholders that Executive be in a position to make judgments and advise the Company with respect to proposed changes in control of the Company; and
WHEREAS, the Executive desires to be protected in the event of certain changes in control of the Company; and
WHEREAS, for the reasons set forth above, the Company and Executive desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the Company and Executive agree as follows:
1. Events. No amounts or benefits shall be payable or provided for pursuant to this Agreement unless an Event shall occur during the Term (as defined in Section 12 of this Agreement).
(a) For purposes of this Agreement, an Event shall be deemed to have occurred if any of the following occur:
(i) Both (x) and (y) of this Section 1(a)(i) occur.
(x) Any person (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute thereto (the Exchange Act)) acquires or becomes a beneficial owner (as defined in Rule 13d-3 or any successor rule under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power
of the Companys securities entitled to vote generally in the election of directors (Voting Securities) then outstanding or 30% or more of the shares of common stock of the Company (Common Stock) outstanding, provided, however, that the following shall not constitute an Event pursuant to this Section 1(a)(i):
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(A) |
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any acquisition or beneficial ownership by the Company or a subsidiary of the Company; |
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(B) |
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any acquisition or beneficial ownership by any employee benefit plan (or related trust) sponsored or maintained by the Company or one or more of its subsidiaries; |
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(C) |
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any acquisition or beneficial ownership by any corporation (including without limitation an acquisition in a transaction of the nature described in Section 1(a)(ii)) with respect to which, immediately following such acquisition, more than 70%, respectively, of (x) the combined voting power of the Companys then outstanding Voting Securities and (y) the Common Stock is then beneficially owned, directly or indirectly, by all or substantially all of the persons who beneficially owned Voting Securities and Common Stock, respectively, of the Company immediately prior to such acquisition in substantially the same proportions as their ownership of such Voting Securities and Common Stock, as the case may be, immediately prior to such acquisition; or |
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(D) |
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any acquisition of Voting Securities or Common Stock directly from the Company; |
and
(y) Continuing Directors shall not constitute a majority of the members of the Board of Directors of the Company. For purposes of this Section 1(a)(i), Continuing Directors shall mean: (A) individuals who, on the date hereof, are directors of the Company, (B) individuals elected as directors of the Company subsequent to the date hereof for whose election proxies shall have been solicited by the Board of Directors of the Company or (C) any individual elected or appointed by the Board of Directors of the Company to fill vacancies on the Board of Directors of the Company caused by death or resignation (but not by removal) or to
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