SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code
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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 5.02.|| |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 10, 2022, Fair Isaac Corporation (the “Company”) announced that Stephanie Covert has taken on an expanded role as Executive Vice President, Software, where she will be responsible for all elements of the Company’s software business, including software technology, product management, service, sales and marketing functions. In connection with this organizational change, Claus Moldt, previously the Company’s Executive Vice President, Chief Technology Officer, has transitioned into the role of Vice President, Technology with the Company, effective as of January 6, 2022.
In connection with Mr. Moldt’s transition to his role as Vice President, Technology, the Company has entered into a new Letter Agreement with Mr. Moldt, which will replace his existing letter agreement with the Company. The term of the Letter Agreement is from January 6, 2022 through December 31, 2022. Pursuant to the Letter Agreement, Mr. Moldt’s base salary will remain unchanged from his previous compensation. So long as Mr. Moldt remains employed by the Company through December 10, 2022, any equity awards previously granted to Mr. Moldt but not yet vested shall vest subject to and in accordance with the vesting schedules and terms of the plans under which such awards were granted and as described in the Letter Agreement. In his new role, Mr. Moldt will no longer be eligible to participate in the Company’s Management Incentive Plan.
If Mr. Moldt voluntarily terminates his employment for any reason prior to December 10, 2022, Mr. Moldt will be entitled to the following severance pay and benefits pursuant to the Letter Agreement: (i) a cash payment in an amount equal to one times the sum of (A) his annual base salary in effect on the last day of his employment, plus (B) the annual cash incentive payment last paid to him before the termination of his employment, such cash payment to be made in a lump sum on the 70th day following Mr. Moldt’s separation from service, and (ii) continuation of certain benefits pursuant to COBRA for 12 months. In addition, in the event that Mr. Moldt remains employed with the Company through December 10, 2022, he will not be entitled to any severance payments but will be entitled to continuation of certain benefits pursuant to COBRA for 12 months following his termination of employment unless he is terminated by the Company for “cause” (as defined in the Letter Agreement). Mr. Moldt’s receipt of any severance pay and benefits would be conditioned on his execution of a release of claims against the Company, his compliance with the terms of any agreements in effect between him and the Company, his cooperation in the transition of his duties, and his agreement not to disparage the Company.
The foregoing description of the Letter Agreement applicable to Mr. Moldt is a summary only and is qualified in all respects by reference to the full text of the Letter Agreement, attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated into this Item 5.02 by reference.
A press release by the Company announcing the appointment is filed as Exhibit 99.1 hereto and incorporated herein by reference.
|Item 9.01.|| |
Financial Statements and Exhibits.
|10.1||Letter Agreement dated January 6, 2022 by and between the Company and Claus Moldt|
|99.1||Press Release dated January 10, 2022|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|FAIR ISAAC CORPORATION|
|Mark R. Scadina|
|Executive Vice President, General Counsel and Corporate Secretary|
Date: January 10, 2022
January 6, 2022
2034 Tripiano Ct.
Mountain View, CA
This letter agreement (the Agreement) confirms details of your transition from Fair Isaac Corporation (the Company) to the role of Vice President, Technology (VP, Technology), and sets out the terms and conditions of your continued employment and mutually agreed-upon termination of employment with the Company, as follows:
|Title:||Beginning January 6, 2022, you will serve as the Companys VP, Technology. You acknowledge and agree that you are voluntarily consenting to this new role and all other terms and conditions of employment associated with this new role identified in this Agreement, subject to the terms and conditions identified in this Agreement.|
|Term and Termination:||Subject to you signing and not rescinding this Agreement and the release of claims attached to this Agreement as Exhibit A (the Release) within the periods of time identified in the Release for considering and rescinding the Release (which consideration and rescission periods also apply to this Agreement), the term of your employment as the Companys VP, Technology under the terms and conditions of this Agreement shall be for a period commencing on January 6, 2022 and ending on December 31, 2022 (the Term), unless earlier terminated by either party as provided in this Agreement. Notwithstanding anything in this Agreement to the contrary, your employment hereunder may be terminated before December 31, 2022: (1) by you at any time and for any reason, (2) by the Company for Cause (as defined below), (3) by the Company or you for any reason following an Event (as defined in your Management Agreement effective as of August 21, 2019, as amended as of March 2, 2021 (the Management Agreement)), (4) by the Company due to any disability for which you are qualified for benefits under the Companys group long-term disability program, or (5) because of your death. Upon signing this Agreement, you will promptly resign any and all positions you then hold as officer or director of the Company or any of its affiliates. Absent an earlier termination of your employment with the Company in accordance with this Agreement, your employment with the Company (and the Term) will terminate effective December 31, 2022.|
|Responsibilities:||During your employment hereunder with the Company as VP, Technology, you will report to the Companys Chief Executive Officer and will provide technology advisory services to the Chief Executive Officer and other members of the executive team on topics including product development, cloud operations, information technology, cyber security and product management in the context of the companys platform and legacy software applications strategies, and you will be responsible for other functions to which you may be assigned from time to time by the Companys Chief Executive Officer or their designee. You agree to serve the Company faithfully and to the best of your ability. You agree to devote your full attention and efforts to the Companys business.|
|Representation:||By accepting your continued employment with the Company under this Agreement and signing below, you represent and confirm that you are under no contractual or legal commitments that would prevent you from fulfilling your duties and responsibilities to the Company as VP, Technology.|
|Initial Base Salary:||During the Term, you will be paid a full-time equivalent base salary at the rate of $500,000 per year for services performed, in accordance with the regular payroll practices of the Company with annual review by the Companys Board of Directors Leadership Development and Compensation Committee (the Committee).|
|Incentive Bonus:||You will not participate in the Companys Management Incentive Plan for Fiscal Year 2022 and for any future fiscal year.|
|Annual Equity:||If you remain employed with the Company through December 10, 2022, then the number of Restricted Stock Units (RSUs), Management Stock Units (MSUs), and Performance Stock Units (PSUs) previously granted to you and specified in the table below under the column Unvested Units Scheduled to Vest in 2022 shall vest subject to and in accordance with the vesting schedules and terms of the plans under which such RSUs, MSUs, and PSUs were granted (except for one RSU grant issued on August 21, 2019, a portion of which will vest earlier (August 21, 2022) than the remaining RSU grants).|
|Holder||Type||Grant Date||Units Granted||Unvested Units as of
Jan 1, 2022
Scheduled to Vest in
Calendar Year 2022
Whether and to the extent to which MSUs and unearned PSUs are earned and vest depends upon the terms of the applicable plans under which the MSUs and PSUs were granted.
|Benefits:||While employed by the Company during the Term, you (and your eligible dependents) 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 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.|
|Travel and Other|
|Business Expenses:||In performing your responsibilities as VP, Technology, you may be required to travel extensively, both within the United States and internationally. The Company will reimburse you promptly for all travel and other business expenses incurred by you in connection with the performance of your duties for the Company, subject to the Companys normal business expense and travel policies and procedures.|
|Vacation:||During your employment with the Company, you will receive vacation time off in accordance with the policies and practices of the Company. Vacation time shall be taken at such times so as not to unduly disrupt the operations of the Company.|
|Office Location:||Your employment will be based at the Companys offices located in San Jose, California.|
|Inventions Agreement:||You acknowledge and agree that you continue to be bound by the terms and conditions of the Proprietary Information and Inventions Agreement (PIIA) which you signed when you first joined the Company, the terms of which are incorporated herein by reference.|
|Agreement:||You acknowledge and agree that you continue to be bound by the terms and conditions of the Post-Employment Restrictions Agreement (PERA) which you signed when you first joined the Company, the terms of which are incorporated herein by reference.|
|Change in Control:||Your Management Agreement remains in full force and effect, and the terms of which are incorporated herein by reference (except that terms defined in the Management Agreement apply only to the use of such terms in the Management Agreement, and terms defined in this Agreement apply only to the use of such terms in this Agreement). Notwithstanding any other language in the Management Agreement to the contrary, you agree that this Agreement constitutes the Employment Agreement for purposes of the use of that term in the Management Agreement.|
|Severance:||In case of your voluntary termination of your employment for any reason prior to December 10, 2022 (a Qualifying Termination), then, subject to the conditions identified below, 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 annual incentive bonus last paid to you preceding the Qualifying Termination. In addition, upon any Qualifying Termination occurring prior to the expiration of the Term or any termination as a result of the expiration of the Term, then, subject to the conditions identified below, if you (and, if applicable, your eligible|
|dependents), complete and return the forms necessary to elect COBRA continuation coverage to the COBRA administrator for the group health plan in which you participate at the time of your Qualifying Termination, then the Company will provide you and your eligible dependents with COBRA continuation coverage at no cost to you, for a period of twelve (12) months following the effective date of termination of your employment, provided you remain eligible for COBRA. This continuation coverage will be provided only with respect to your base medical, dental, vision and Employee Assistance Program coverage under the group health plan in which you receive COBRA continuation coverage (and in Minnesota only, this applies to basic life insurance coverage), and shall not apply to any medical expense reimbursement account, dental care plan, vision care plan, or other arrangement for which you may be entitled to COBRA continuation coverage. To the extent necessary in order for you to avoid being subject to tax under section 105(h) of the Code (as defined below) on any payment or reimbursement of group medical, dental or other group health care expenses made to you or for your benefit pursuant to this paragraph, the Company shall impute as taxable income to you an amount equal to the COBRA continuation coverage cost described above.|
|Payment by the Company of any severance pay or premium reimbursements under the above 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 of the Release attached to this Agreement as Exhibit A, and delivering such signed release to the Company within the period specified in Exhibit A, (2) complying with your obligations under the PIIA, the PERA and 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 as set forth in Exhibit A. Subject to your execution and non-rescission of the release in the form attached hereto as Exhibit A and delivery of such signed release within the applicable periods specified in Exhibit A after your separation from service as determined under Section 409A of the Internal Revenue Code of 1986, as amended (the Code) and the regulations and all notices, rulings and other guidance issued by the Internal Revenue Service interpreting same (Section 409A) and your compliance with the other conditions identified above, any cash severance payable to you under this Agreement will be paid to you in a lump sum on the 70th day following your separation from service as determined under Section 409A.|
|For purposes of this Agreement, Cause has the following definition:|
|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 Companys material policies or codes of conduct or of your material obligations under the PIIA, the PERA or any other written agreement signed by you and the Company, which breach has not been cured within fifteen (15) days after written notice thereof to you from the Company.|
|In the event of termination of your employment by the Company for Cause, or termination due to your death or any disability for which you are qualified for benefits under the Companys group long-term disability program, the Companys only obligations hereunder shall be those obligations set forth immediately below in this paragraph. For any termination of your employment, you shall be entitled to (i) such compensation and any benefits (including any vested equity awards) as are earned by you or accrued or vested through the date of termination of employment, (ii) reimbursement of your business expenses incurred through the date of termination, subject to the Companys normal business expense and travel policies and procedures; (iii) payments or benefits due to you pursuant to any applicable plan, policy, arrangement of, or agreement with, the Company or any of its affiliates; and (iv) your rights under the Indemnification Agreement, the Companys (or any successors) charter documents or pursuant to applicable law or to be covered under any applicable directors and officers insurance policies.|
|In the event that you receive any payment or benefit under the Management Agreement following termination of your employment, you shall not be entitled to receive a comparable payment or benefit under this Agreement so as to prevent any duplication of any payments or benefits under this Agreement and the Management Agreement.|
|Indemnification:||The Company will continue to indemnify you in connection with your duties and responsibilities for the Company, as set out in the Indemnification Agreement between you and the Company dated as of August 21, 2019 (the Indemnification Agreement).|
|Prior Employment:||The Company understands that you may have other contractual obligations to former employers, but you have represented that no such obligations prevent you from fulfilling your duties and responsibilities to the Company as VP, Technology.|
|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 reasonably determine are required to be withheld pursuant to any applicable law or regulation. You acknowledge and agree that the Company has made no assurances or representations to you regarding the tax treatment of any consideration provided for in this Agreement and that the Company has advised you to obtain your own personal tax advice. Except for any tax amounts withheld by the Company from the payments or other consideration hereunder and any employment taxes required to be paid by the Company or any tax liabilities for you that are the direct result of the Company failing to make payments or to provide other consideration hereunder in accordance with the terms of this Agreement, you shall be responsible for payment of any and all taxes owed in connection with the consideration provided for in this Agreement.|
|No Offset:||In the event of any termination of your employment, you shall be under no obligation to seek other employment or otherwise mitigate damages. There shall be no offset against, or any recoupment of, any amounts, benefits or entitlements due to you hereunder on account of any remuneration or other benefit earned or received by you from subsequent employment.|
|Binding Nature:||As of the date first written above, this Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company and their respective successors, assigns, heirs, executors and administrators, except you may not assign your rights or obligations hereunder without the prior written consent of the Company (provided that if you should die while any payment, benefit or entitlement is due to you hereunder, such payment, benefit or entitlement shall be paid to your designated beneficiary, or, if there is no designated beneficiary, to your estate). In addition, no rights or obligations of the Company under this Agreement may be assigned or transferred by the Company without your prior written consent, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, or a sale, liquidation or other disposition of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, either contractually or as a matter of law.|
|Applicable Law:||This Agreement shall be interpreted and construed in accordance with the laws of the State of California.|
|Section 409A:||The parties hereto intend that all payments and benefits to be made or provided to you will be paid or provided in compliance with all applicable requirements of Section 409A (as defined above), and the provisions of this Agreement shall be construed and administered in accordance with and to implement such intent. In furtherance of the foregoing, the provisions set forth below shall apply notwithstanding any other provision in this Agreement.|
|(a) All payments to be made to you hereunder, to the extent they constitute a deferral of compensation subject to the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A), shall be made no later, and shall not be made any earlier, than at the time or times specified herein or in any applicable plan for such payments to be made, except as otherwise permitted or required under Section 409A.|
|(b) The date of your separation from service, as defined in Section 409A (and as determined by applying the default presumptions in Treas. Reg. §1.409A- 1(h)(1)(ii)), shall be treated as the date of your termination of employment for purposes of determining the time of payment of any amount that becomes payable to you related to your termination of employment and that is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment under Section 409A.|
|(c) To the extent any payment or delivery otherwise required to be made to you hereunder on account of your separation from service is properly treated as a deferral of compensation subject to Section 409A after taking into account all exclusions applicable to such payment and delivery under Section 409A, and if you are a specified employee under Section 409A at the time of your separation from service, then such payment and delivery shall not be made prior to the first business day after the earlier of (i) the expiration of six months from the date of your separation from service, or (ii) the date of your death (such first business day, the Delayed Payment Date). On the Delayed Payment Date, there shall be paid or delivered to you or, if you have died, to your estate, in a single payment or delivery (as applicable) all entitlements so delayed, and in the case of cash payments, in a single cash lump sum, an amount equal to aggregate amount of all payments delayed pursuant to the preceding sentence.|
|(d) In the case of any amounts payable to you under this Agreement that may be treated as payable in the form of a series of installment payments, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), your right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg. §1.409A-2(b)(2)(iii).|
|(e) To the extent that the reimbursement of any expenses eligible for reimbursement or the provision of any in-kind benefits under any provision of this Agreement would be considered deferred compensation under Section 409A (after taking into account all exclusions applicable to such reimbursements and benefits under Section 409A): (i) reimbursement of any such expense shall be made by the Company as soon as practicable after such expense has been incurred, but in any event no later than December 31st of the year following the year in which you incur such expense; (ii) the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall not affect the amount of such expenses eligible for reimbursement, or in- kind benefits to be provided, in any calendar year; and (iii) your right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit.|
|Section 280G:||Section 3 of the Management Agreement is incorporated in full into this Agreement and shall apply to any payment, benefit or entitlement paid or provided to you (or to be paid or so provided) hereunder or otherwise as if such payment, benefit or entitlement had been paid under the Management Agreement.|
|Notices:||Any notice, request or other communication required under this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally, or (ii) two days after having been sent by a recognized courier, provided written acknowledgement of receipt is obtained. Any such notices, requests or other communications shall be given to the Company, at Fair Isaac Corporation, Attn: General Counsel, 181 Metro Drive, Suite 700, San Jose, California, 95110, and to you at your home address in the Companys files (or to any other address the party provides in accordance with this notice provision).|
|Entire Agreement:||This Agreement and the Release constitute the entire agreement between the parties with respect to the subject matter hereto, and supersede all prior discussions, agreements and negotiations between you and the Company with respect to the subject matter hereof, including your prior letter agreement effective on August 21, 2019, as amended as of March 2, 2021; provided, however, the Management Agreement, the Indemnification Agreement, PIIA and|
|PERA remain in full force and effect in accordance with their terms, and the terms of the Management Agreement, the Indemnification Agreement, PIIA and PERA are incorporated herein by reference. No amendment or modification of this Agreement will be effective unless made in writing and signed by you and an authorized officer or director of the Company. Any waiver of this Agreement will only be effective if signed by the party against whom the waiver is being enforced (which in the case of the Company shall be an authorized officer or director). No waiver by any party of any breach of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar condition or provision at the same or any prior or subsequent time. If you do not sign this Agreement and the Release within the consideration period identified in the Release, or rescind the Release or this Agreement with the rescission period identified in the Release, then this Agreement and the Release will be null and void and of no effect.|
[signature page follows]
If you have any questions about the terms of this Agreement or the Release, please contact Richard Deal.
/s/ Will Lansing
President and Chief Executive Officer
Release of Claims attached hereto as Exhibit A
I accept and agree to the terms and conditions of employment with Fair Isaac Corporation as set forth above.
RELEASE OF CLAIMS BY
Definitions. I intend all words used in this Release of Claims (Release) to have their plain meanings in ordinary English. Specific terms that I use in this Release have the following meanings:
I, me, and my include both me (Claus Moldt) and anyone who has or obtains any legal rights or claims through me.
FICO 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.
Company means FICO; the present and past officers, directors, committees, shareholders, and employees of FICO; any company providing insurance to FICO in the present or past; the present and past employee benefit plans sponsored or maintained by FICO (other than multiemployer plans) and the present and past fiduciaries of such plans; the attorneys for FIC; and anyone who acted on behalf of FICO or on instructions from FICO.
Agreement means the letter agreement between me and FICO dated January 6, 2022, including all of the documents attached to such agreement.
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:
all claims arising out of or relating to my employment with FICO or the termination of that employment;
all claims arising out of or relating to the statements, actions, or omissions of the Company;
all claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under the laws of the United States or any other country or of any state, province, municipality, or other unit of government, 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, the Family and Medical Leave 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 Lilly Ledbetter Fair Pay Act of 2009, the Minnesota Human Rights Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the California Fair Employment and Housing Act, the Unruh Civil Rights Act, the California Law on Equal Pay, the California Labor Code and its associated Regulations and Wage Orders, and workers compensation non-interference or non-retaliation statutes;
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; 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;
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;
all rights I have under California Civil Code section 1542, which states that: A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her must have materially affected his settlement with the debtor or released party;
all claims for back pay, front pay, reinstatement, other equitable relief, compensatory damages, damages for alleged personal injury, liquidated damages, and punitive damages; and
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 FICO as a current or former officer, director or employee of FICO, including pursuant to the Indemnification Agreement (as defined in the Agreement); any claims for payments, entitlements or benefits due me under the Agreement or the Management Agreement (as defined in the Agreement), if applicable, subject to any terms or conditions under the Agreement or the Management Agreement, if applicable; 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 FICO or pursuant to any long-term incentive or equity plan or award agreement. In addition, nothing in this Release prohibits me from reporting possible violations of federal law or regulation to any governmental agency or entity or self-regulatory organization, disclosing any factual information related to a claim filed in a civil action or a charge filed with a governmental agency as specifically permitted under Section 1001 of the Californica Code of Civil procedure, discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that I have reasonable cause to believe is unlawful as specifically permitted under Section 12964.5 of the California Government Code, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation.
Consideration. I am entering into this Release in consideration of FICOs obligations to provide me certain consideration as specified in the Agreement. I will receive consideration from FICO 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 FICO if I did not sign this Release or if I rescinded this Release.
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 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, the PIIA and PERA (as defined in the Agreement). I will not defame or disparage the reputation, character, image, products, or services of FICO, or the reputation or character of FICOs 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 FICO or if required by law or by any court with actual or apparent jurisdiction.
Additional Agreements and Understandings. Even though FICO 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 (or waived my right to do 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 at least 21 days from the date I received this Release 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 FICO it will not be valid and FICO 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 7 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 7-day rescission period has expired without my rescinding it. I understand that if I rescind this Release FICO 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 FICO by hand or by mail within the 21-day consideration period identified above. To rescind my acceptance, I must deliver a written, signed statement that I rescind my acceptance to FICO by hand or by mail within the 7-day rescission period. All deliveries must be made to FICO at the following address:
Executive Vice President-Chief HR Officer
Fair Isaac Corporation
2665 Long Lake Road
Roseville, MN 55113
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 FICO at the address stated above.
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, then 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 FICO 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 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.
FICO Unites Software Business Under EVP Stephanie Covert to Accelerate Platform Strategy
Organizational change aligns software technology, services, sales and marketing for faster delivery of innovations to serve the decision management needs of customers
Bozeman, MT, January 10, 2022 Global analytics software leader FICO today announced that Stephanie Covert has taken on an expanded role as executive vice president for software. In a move designed to improve alignment and accelerate the companys platform strategy, she will be responsible for all elements of the companys software business, including software technology, product management, service, sales, and marketing functions.
Our top software priority is to extend our position as the #1 analytic decisioning platform that enables businesses to optimize consumer interactions across all decisions, said Will Lansing, FICO CEO. Under Stephanies strong leadership, our Sales, Marketing, and Services organization has helped many enterprises achieve their digital transformations with data-driven decisioning powered by the FICO platform. By placing all elements of our software business under Stephanies leadership, as we did years ago for our scores business under Jim Wehmann, we can better align our field-facing and software technology priorities, and thus strengthen our ability to address the critical decision management needs of our customers.
Stephanie Covert was named executive vice president for Sales, Marketing, and Services in 2020, having previously served as vice president of Global Sales Operations. Before joining FICO in 2014, she held leadership roles at Apttus, Oracle, and RightNow.
The bottom line for our customers is that we will bring our innovations to them faster, give them better visibility into our innovation cycle and deliver greater value to their business, said Stephanie Covert. With this change, we align all our resources to accelerate the development of our market leading analytic decisioning platform.
FICO® Platform provides the ideal decisioning foundation companies need to successfully achieve digital transformation. It provides unprecedented insight into customers immediate and future needs by eliminating data silos and enabling interoperability between enterprise applications. FICO Platform goes beyond any single use case to give firms true customer-centricity with deep, real-time, 360-degree insights into every customer touch, across all channels, for the full duration of the customer lifecycle. FICO was named a leader in The Forrester Wave: Digital Decisions Platforms, Q4 2020.
FICO (NYSE: FICO) powers decisions that help people and businesses around the world prosper. Founded in 1956 and based in Silicon Valley, the company is a pioneer in the use of predictive
analytics and data science to improve operational decisions. FICO holds more than 200 US and foreign patents on technologies that increase profitability, customer satisfaction and growth for businesses in financial services, manufacturing, telecommunications, health care, retail and many other industries. Using FICO solutions, businesses in more than 120 countries do everything from protecting 2.6 billion payment cards from fraud, to helping people get credit, to ensuring that millions of airplanes and rental cars are in the right place at the right time.
Learn more at www.fico.com.
FICO is a registered trademark of Fair Isaac Corporation in the US and other countries.
# # #
Porter Novelli for FICO