8-KMaterial Agreements

FAIR ISAAC CORP 8-K Report, Material Agreement (Sep 7, 2005)

Filed September 7, 2005For Securities:FICO

Summary

Fair Isaac Corporation (FICO) filed an 8-K on September 7, 2005, to report a material definitive agreement with its Vice President and Chief Information Officer, Mark P. Pautsch. This agreement, effective September 1, 2005, outlines terms for Mr. Pautsch's continued employment and eventual departure from the company. The core of the agreement is a retention plan designed to ensure Mr. Pautsch's commitment through January 6, 2006. Initially, he will continue as CIO full-time until September 30, 2005. Following this, he will transition to a part-time role, working up to 20 hours per week, with a reduced annualized salary of $170,000, until his employment termination date. The agreement also includes provisions for accelerated vesting of certain equity awards and a significant retention bonus, contingent upon his continued employment and execution of a general release of claims.

Key Highlights

  • 1FICO entered into a Retention Agreement with its VP and Chief Information Officer, Mark P. Pautsch, effective September 1, 2005.
  • 2Mr. Pautsch agrees to remain employed through January 6, 2006.
  • 3From October 1, 2005, to January 6, 2006, Mr. Pautsch will work in a reduced capacity (max 20 hours/week) at an annualized salary of $170,000.
  • 4Certain equity awards will vest immediately on September 30, 2005, if employment is not terminated for cause.
  • 5Mr. Pautsch will receive a retention bonus equal to 1.84 times his September 1, 2005, base salary after his employment ends.
  • 6The company will pay health, dental, and vision insurance premiums for Mr. Pautsch through December 31, 2006.
  • 7The agreement includes customary terms such as non-competition, non-disparagement, and confidentiality clauses.

Frequently Asked Questions

The 8-K filing announces a material definitive agreement, specifically a Retention Agreement between Fair Isaac Corporation (FICO) and its Vice President and Chief Information Officer, Mark P. Pautsch. This agreement is designed to ensure Mr. Pautsch's continued employment and facilitate an orderly transition.

Mr. Pautsch is offered several financial incentives, including the acceleration of certain equity awards that would have vested between September 30, 2005, and November 30, 2006, which will now vest as of September 30, 2005 (contingent on not being terminated for cause). Additionally, he is set to receive a retention bonus equal to 1.84 times his base salary at the start of the agreement, payable after his employment terminates. The company will also cover his health insurance premiums through December 31, 2006.

After September 30, 2005, and until his employment ends on January 6, 2006, Mr. Pautsch will work in a reduced capacity, dedicating no more than 20 hours per week. His annualized salary during this period will be $170,000. He will continue to participate in existing health, welfare, and benefits plans, but will not accrue further vacation time after September 30, 2005, nor will he participate in incentive compensation or bonus plans after September 1, 2005.

Yes, the company's obligations to provide the retention inducements are contingent upon Mr. Pautsch executing a general release of all claims against the company and its affiliates on or before the specified dates (September 30, 2005, and January 6, 2006). His continued employment and receipt of benefits are also dependent on not being terminated for 'cause' as defined in the agreement.