-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RbdNIsDh+HzQ4Dg0wPZJ3Gv1pYxizPJ7O2xkE9pAcu+xvhdQ+3uymNVEaITBmpQf tORuzNhhPxlqQeK6+yIOEA== 0000902664-08-003338.txt : 20081209 0000902664-08-003338.hdr.sgml : 20081209 20081208205947 ACCESSION NUMBER: 0000902664-08-003338 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081209 DATE AS OF CHANGE: 20081208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAIR ISAAC CORP CENTRAL INDEX KEY: 0000814547 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 941499887 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39117 FILM NUMBER: 081237008 BUSINESS ADDRESS: STREET 1: 901 MARQUETTE AVENUE STREET 2: SUITE 3200 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: (612) 758-5255 MAIL ADDRESS: STREET 1: 901 MARQUETTE AVENUE STREET 2: SUITE 3200 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 FORMER COMPANY: FORMER CONFORMED NAME: FAIR ISAAC & COMPANY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SANDELL ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0001140474 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126035700 MAIL ADDRESS: STREET 1: 40 WEST 57TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 p08-1679sc13da.txt FAIR ISAAC CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No.3)* Fair Isaac Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 303250104 - -------------------------------------------------------------------------------- (CUSIP Number) Sandell Asset Management Corp. 40 West 57th Street 26th Floor New York, NY 10019 Attention: Richard Gashler, General Counsel 212-603-5700 With a Copy to: Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10019 212-756-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 4, 2008 ------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) - -------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ---------------------------- ---------------------------- CUSIP No. 303250104 SCHEDULE 13D Page 2 of 9 Pages - ---------------------------- ---------------------------- - ------------- ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Castlerigg Master Investments Ltd. - ------------- ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY - ------------- ----------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------------- ----------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------- ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------------- ----------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ----------- ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 2,874,000 ----------- ----------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ----------- ----------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 2,874,000 WITH - ------------- ----------- ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,874,000 - ------------- ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------- ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.9% - ------------- ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------- ----------------------------------------------------------------- - ---------------------------- ---------------------------- CUSIP No. 303250104 SCHEDULE 13D Page 3 of 9 Pages - ---------------------------- ---------------------------- - ------------- ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Sandell Asset Management Corp. - ------------- ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY - ------------- ----------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ------------- ----------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------- ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------- ----------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ----------- ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 2,874,000 ----------- ----------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ----------- ----------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 2,874,000 WITH - ------------- ----------- ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,874,000 - ------------- ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------- ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.9% - ------------- ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------- ----------------------------------------------------------------- - ---------------------------- ---------------------------- CUSIP No. 303250104 SCHEDULE 13D Page 4 of 9 Pages - ---------------------------- ---------------------------- - ------------- ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Castlerigg International Limited - ------------- ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY - ------------- ----------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ------------- ----------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------- ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------------- ----------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ----------- ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 2,874,000 ----------- ----------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ----------- ----------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 2,874,000 WITH - ------------- ----------- ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,874,000 - ------------- ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------- ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.9% - ------------- ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------- ----------------------------------------------------------------- - ---------------------------- ---------------------------- CUSIP No. 303250104 SCHEDULE 13D Page 5 of 9 Pages - ---------------------------- ---------------------------- - ------------- ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Castlerigg International Holdings Limited - ------------- ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY - ------------- ----------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ------------- ----------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------- ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - ------------- ----------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ----------- ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 2,874,000 ----------- ----------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ----------- ----------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 2,874,000 WITH - ------------- ----------- ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,874,000 - ------------- ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------- ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.9% - ------------- ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ------------- ----------------------------------------------------------------- - ---------------------------- ---------------------------- CUSIP No. 303250104 SCHEDULE 13D Page 6 of 9 Pages - ---------------------------- ---------------------------- - ------------- ----------------------------------------------------------------- 1 NAME OF REPORTING PERSON Thomas E. Sandell - ------------- ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY - ------------- ----------------------------------------------------------------- 4 SOURCE OF FUNDS AF - ------------- ----------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------------- ----------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Sweden - ------------- ----------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ----------- ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED 2,874,000 ----------- ----------------------------------------------------- BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ----------- ----------------------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER 2,874,000 WITH - ------------- ----------- ----------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,874,000 - ------------- ----------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ------------- ----------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.9% - ------------- ----------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - ------------- ----------------------------------------------------------------- - ---------------------------- ---------------------------- CUSIP No. 303250104 SCHEDULE 13D Page 7 of 9 Pages - ---------------------------- ---------------------------- The Schedule 13D filed on June 29, 2007, as amended by Amendment No. 1 filed on October 12, 2007 and Amendment No. 2 filed on December 7, 2007 (the "Schedule 13D") by the Reporting Persons (as defined below), relating to the common stock, par value $0.01 per share (the "Common Stock"), of Fair Isaac Corporation, a Delaware corporation (the "Issuer"), is hereby amended as set forth below by this Amendment No. 3 to the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified. ITEM 2. IDENTITY AND BACKGROUND Paragraph (a) of Item 2 is hereby amended by deleting Castlerigg Global Select Fund, Limited, CGS, Ltd., and Castlerigg GS Holdings, Ltd. These entities are no longer reporting persons for purposes of this Schedule 13D as a result of the merger of CGS, Ltd. and Castlerigg Master Investments Ltd. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following paragraph prior to the final paragraph: On December 4, 2008, the Reporting Persons and the Issuer entered into an amendment to the December 7 Agreement (the "Amended and Restated December 7 Agreement") pursuant to which, subject to certain conditions: (i) the Issuer will nominate Nick Graziano, Allan Loren, John S. McFarlane and an individual selected by the Issuer's board of directors who is reasonably acceptable to the Reporting Persons for election to the Issuer's board of directors at the Issuer's 2009 Annual Meeting of Shareholders; (ii) the Reporting Persons will vote the Common Stock owned by the Reporting Persons in favor of the above-named nominees and the other persons recommended by the Issuer's board of directors; (iii) the Reporting Persons (including, as used in this paragraph, their controlled affiliates) will limit their future acquisition of Common Stock; (iv) the Reporting Persons will not participate in any proxy contest in opposition to proposals or matters proposed, recommended or otherwise supported by the Issuer's board of directors, with limited exceptions relating to certain publicly-announced transactions involving the Issuer ("Material Transactions"); (v) the Reporting Persons will not seek to effect a merger or similar transaction involving the Issuer, with limited exception involving Material Transactions; (vi) the Reporting Persons will not form a "group" with unrelated parties; (vii) the Reporting Persons will not publicly disparage any member of the Issuer's board or management; and (viii) the Reporting Persons will not publicly seek or request permission to do any of the foregoing, seek to amend or waive any of the foregoing, or seek permission to make any public announcement with respect to the foregoing. The restrictions referred to in clauses (iii) through (viii) will be in effect until the expiration of the "standstill" period, defined as the period beginning with the execution of the Amended and Restated December 7 Agreement until the earlier of (a) a date that is eighty (80) days prior to the date of the Issuer's 2010 Annual Meeting of Stockholders (absent certain actions being taken by the Issuer's board in the interim, as described therein) and (b) a material breach by the Issuer of its obligations under the Amended and Restated December 7 Agreement. Additionally, under the Amended and Restated December 7 Agreement, the Reporting Persons have agreed during the "standstill" period to certain restrictions (with certain exceptions) on their ability to transfer their Common Stock. The foregoing description of the Amended and Restated December 7 Agreement is a summary only and is qualified in its entirety by reference to the Amended and Restated December 7 Agreement, which is attached hereto as Exhibit E. - ---------------------------- ---------------------------- CUSIP No. 303250104 SCHEDULE 13D Page 8 of 9 Pages - ---------------------------- ---------------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Paragraphs (a) and (c) of Item 5 of the Schedule 13D are hereby amended and restated as follows: (a) Each of Castlerigg Master Investments, SAMC, Castlerigg International, Castlerigg Holdings and Sandell may be deemed to beneficially own the 2,874,000 shares of Common Stock held by Castlerigg Master Investments, representing approximately 5.9% of the outstanding shares of Common Stock. The Reporting Persons may be deemed to be a "group," which "group" may be deemed to beneficially own an aggregate of 2,874,000 shares of Common Stock, representing approximately 5.9% of the outstanding shares of Common Stock. The percentages used herein are based upon the 48,477,989 shares of Common Stock reported to be outstanding as of October 31, 2008 by the Issuer in its annual report on Form 10-K for the period ended September 30, 2008, filed with the Securities and Exchange Commission on November 26, 2008. (c) No transactions in the shares of Common Stock were effected by the Reporting Persons during the past sixty days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Schedule 13D is hereby amended by the addition of the following paragraph: As discussed in Item 4 herein, the Reporting Persons and the Issuer entered into the Amended and Restated December 7 Agreement, involving the nomination of three individuals selected by the Reporting Persons and one individual selected by the Issuer and reasonably acceptable to the Reporting Persons to the Issuer's board of directors and providing for certain standstill undertakings by the Reporting Persons. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are filed as appendices and exhibits: Appendix III: Information Regarding the Instruction C Persons Exhibit A: Letter to Issuer's Chief Executive Officer dated June 29, 2007 (previously filed) Exhibit B: Press release issued by Sandell Asset Management Corp. on June 29, 2007 (previously filed) Exhibit C: Agreement by and among the Reporting Persons and the Issuer, dated as of December 7, 2007 (previously filed) Exhibit D: Press Release dated December 10, 2007 (previously filed). Exhibit E: Amended and Restated Agreement by and among the Reporting Persons and the Issuer, dated as of December 4, 2008. - ---------------------------- ---------------------------- CUSIP No. 303250104 SCHEDULE 13D Page 9 of 9 Pages - ---------------------------- ---------------------------- Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 8, 2008 CASTLERIGG MASTER INVESTMENTS LTD. By: Sandell Asset Management Corp., as investment manager By: /s/ Thomas E. Sandell --------------------- Thomas E. Sandell, Chief Executive Officer SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell --------------------- Thomas E. Sandell, Chief Executive Officer CASTLERIGG INTERNATIONAL LIMITED By: Sandell Asset Management Corp., as investment manager By: /s/ Thomas E. Sandell --------------------- Thomas E. Sandell, Chief Executive Officer CASTLERIGG INTERNATIONAL HOLDINGS LIMITED By: Sandell Asset Management Corp., as investment manager By: /s/ Thomas E. Sandell --------------------- Thomas E. Sandell, Chief Executive Officer /s/ Thomas E. Sandell --------------------- Thomas E. Sandell Appendix III Information Regarding the Instruction C Persons Castlerigg Master Investments, SAMC, Castlerigg International and Castlerigg Holdings have no executive officers or directors other than as follows: Sandell serves as an executive officer of SAMC. Sandell Director Services LLC serves as a director of SAMC, Castlerigg Master Investments, Castlerigg International and Castlerigg Holdings. Daniel Mignon serves as a director of Castlerigg Master Investments, Castlerigg International and Castlerigg Holdings. Hilmi Unver serves as a director of Castlerigg Master Investments, Castlerigg International and Castlerigg Holdings. Timothy O'Brien and Richard Gashler serve as executive officers of SAMC. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the Instruction C Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or other similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best of the Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the Instruction C Persons owns any shares of Common Stock. - --------------- ------------------- ---------------------- -------------------- Name Principal Address Citizenship / Occupation Place of Organization - --------------- ------------------- ---------------------- -------------------- Sandell See Item 2 See Item 2 See Item 2 - --------------- ------------------- ---------------------- -------------------- Sandell Director Services c/o Sandell Asset Delaware Director Management Corp., Services LLC 40 West 57th Street, 26th floor New York, NY 10019 - --------------- ------------------- ---------------------- -------------------- Mignon Executive of an Le Prince de Galles Belgium investment manager 10 Avenue de Grande- Bretagne MC-98000 Monte-Carlo MONACO - --------------- ------------------- ---------------------- -------------------- Unver Portfolio Manager 98 Rue de Saint-Jean Switzerland case postele 5240 CH-1211 Geneve 11 Switzerland - --------------- ------------------- ---------------------- -------------------- O'Brien Chief Financial 40 West 57th Street, United States Officer of 26th Floor SAMC New York, New York 10019 - --------------- ------------------- ---------------------- -------------------- Gashler General Counsel 40 West 57th Street, United States of SAMC 26th Floor New York, New York 10019 EX-99 2 p08-1679exhibite.txt EXHIBIT E: AMENDED AND RESTATED AGREEMENT AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT ("Agreement"), dated the 4th day of December, 2008 ("Effective Date"), is made by and between Fair Isaac Corporation, a Delaware corporation (the "Company"), on the one hand, and Sandell Asset Management Corp., a Cayman Islands exempted company ("SAMC"), Castlerigg Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master Investments"), Castlerigg International Limited, a British Virgin Islands company ("Castlerigg International"); Castlerigg International Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings" collectively with SAMC, Castlerigg Master Investments, Castlerigg International and Castlerigg Holdings, the "Sandell Group"), on the other hand. WHEREAS, the Sandell Group has filed a Schedule 13D with the Securities and Exchange Commission (the "SEC") on June 29, 2007, as amended on October 12, 2007, December 7, 2007 and as may be amended from time to time (the "Schedule 13D"); WHEREAS, Directors Guy Henshaw and Tony Christianson have determined not to stand for re-election to the Company's Board of Directors (the "Board") at the Company's 2009 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the "2009 Annual Meeting"); WHEREAS, the Company and the Sandell Group previously entered into that certain agreement, dated as of December 7, 2007 (the "Prior Agreement"), to undertake certain changes to the composition of the Company's Board; and WHEREAS, the Company and the Sandell Group desire to amend and restate the Prior Agreement and have agreed that it is in their mutual interests to enter into this Agreement as hereinafter described. NOW, THEREFORE, in consideration of the premises and the representations, warranties, and agreements contained herein, and other good and valuable consideration, the parties hereto mutually agree as follows: 1. REPRESENTATIONS AND WARRANTIES OF THE SANDELL GROUP. The Sandell Group hereby represents and warrants to the Company as follows: (a) The Sandell Group has beneficial ownership of 2,874,000 shares of common stock of the Company and has full power and authority to enter into this Agreement and to bind the entire number of shares of the common stock of the Company which it holds, or may hold, including any shares purchased in the future, to the terms of this Agreement. (b) This Agreement constitutes a valid and binding agreement of the Sandell Group. Except that Thomas E. Sandell may be deemed to beneficially own shares of the Company and except as set forth in Section 1(a) hereof, no "affiliate" or "associate" (as such terms are defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Sandell Group beneficially owns any shares or rights to acquire shares of common stock of the Company. 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to the Sandell Group, as follows: (a) The Company has full power and authority to enter into and perform its obligations under this Agreement, and the execution and delivery of this Agreement by the Company has been duly authorized by the Board and requires no further Board or stockholder action, other than amendment of the bylaws of the Company to increase the size of the Board by two members. (b) This Agreement constitutes a valid and binding obligation of the Company and the performance of its terms does not constitute a violation of its certificate of incorporation or bylaws. 3. DIRECTORSHIPS. The Company agrees that: (a) Nick Graziano, Allan Loren, John S. McFarlane and an individual selected by the Board who is reasonably acceptable to the Sandell Group (collectively, the "Nominees") will each be nominated by the Board as a director at the Company's 2009 Annual Meeting of Stockholders (including any adjournment or postponement thereof, the "2009 Annual Meeting"); (b) the Company's Board will recommend a vote "for" the Nominees at the 2009 Annual Meeting, and shall solicit its stockholders to vote for such Nominees; (c) proxies solicited by the Company's Board will be voted "for" the Nominees at the 2009 Annual Meeting; and (d) from the date hereof through the term of his term of office as a director, each of Mr. Graziano, Mr. Loren and Mr. McFarlane may each be replaced by another designee of the Sandell Group who is reasonably acceptable to the Company's Board in the event that Mr. Graziano, Mr. Loren or Mr. McFarlane dies, is unable to perform his duties as a director, or, in the case of Mr. Graziano, is no longer associated with the Sandell Group. 2 4. VOTING AT MEETINGS OF STOCKHOLDERS. (a) At the 2009 Annual Meeting, the Sandell Group shall cause all of the shares of the Company common stock beneficially owned by it to be present for quorum purposes and to be voted: (i) For each of (A) the Nominees and (B) the other candidates recommended by the Board in the Schedule 14A filed by the Company with the SEC for election to the Board (the "Company Nominees"); PROVIDED THAT the Company Nominees are each either current members of the Board or otherwise reasonably acceptable to the Sandell Group; and (ii) for the ratification of the selection of the Company's independent auditors. 5. THE SANDELL GROUP'S PROHIBITED CONDUCT. During the period commencing with the execution of this Agreement and ending on the earlier to occur of (a) the date that is eighty (80) days prior to the date of the Company's 2010 Annual Meeting of Stockholders (PROVIDED, HOWEVER, that if the Board takes any action to amend the Company's restated bylaws in such a manner as to increase the time period prior to the 2010 Annual Meeting of Stockholders by which a holder of the Company's common stock must provide timely notice to the Company of (i) its nomination of a person or persons to the Board at a meeting of the Company's stockholders, (ii) or of its proposal to bring business before a meeting of the Company's stockholders (clause (i) and (ii) together, the "Stockholder Matters"), then the Standstill Period (as defined herein) shall expire ten (10) days prior to the date on which a stockholder must give notice to the Company with respect to any Stockholder Matters), and (b) a material breach by the Company of its obligations under this Agreement (the "Standstill Period"), neither the Sandell Group nor any of its controlled affiliates shall, without the prior written consent of the Company: (a) acquire or agree to acquire, or publicly offer or propose to acquire, directly or indirectly, by purchase or otherwise, any voting securities or direct or indirect rights or options to acquire any voting securities of the Company or any subsidiary thereof, or any assets of the Company or any subsidiary or division thereof; PROVIDED, HOWEVER, that nothing herein shall limit the ability of the Sandell Group to (i) transfer any voting securities or direct or indirect rights or options to acquire any voting securities of the Company to any of its controlled affiliates, so long as such any such controlled affiliates agree to be bound by the terms of this Agreement and execute a joinder agreement to this Agreement, in the form attached hereto as Exhibit A (a "Joinder Agreement"), (ii) enter into any swap or other arrangement whereby it acquires the economic consequences of ownership of the common stock without also acquiring the voting or other rights, privileges or powers associated with the ownership of the underlying common stock, or (iii) subject to applicable law, including federal securities laws prohibiting insider trading, acquire up to ten percent (10%) of the outstanding shares of Company common stock; 3 (b) other than as provided in this Agreement, seek or propose to influence or control the management or the policies of the Company (provided that the Nominees' actions (or those of their replacements as contemplated by Section 3) as members of the Board shall not be deemed to violate the foregoing) or to obtain representation on the Board (other than the nomination of the Nominees), directly or indirectly engage in any activities in opposition to the recommendation of the Board (including the recommendation of the Nominees and the Company Nominees as directors to be elected at the 2009 Annual Meeting), submit any proposal (whether pursuant to Rule 14a-8 or otherwise) or nomination of a director or directors for stockholder action, or solicit, or encourage or in any way participate in the solicitation of, any proxies or consents with respect to any voting securities of the Company, PROVIDED, HOWEVER, that the foregoing shall not prohibit the Sandell Group from (i) making public statements (including statements contemplated by Rule 14a-1(1)(2)(iv) under the Exchange Act), or (ii) engaging in discussions with other stockholders or (iii) soliciting, or encouraging or participating in the solicitation of, proxies or consents with respect to voting securities of the Company (so long as such discussions are in compliance with subsection (d) hereof (clauses (i), (ii) and (iii), together, "Permitted Actions") with respect to any transaction that has been publicly announced by the Company involving (1) the recapitalization of the Company, (2) an acquisition, disposition or sale of assets or a business by the Company where (A) the consideration to be received or paid in such transaction exceeds $400 million in the aggregate or (B) requires approval by the holders of common stock of the Company, or (3) a change of control of the Company (each, a "Material Transaction"), PROVIDED, FURTHER, that in the event that one of the Nominees votes against an acquisition, disposition or sale of assets or a business by the Company, which is neither a Material Transaction nor an acquisition, disposition or sale of assets or a business by the Company where the consideration to be received or paid in such transaction is less than $125 million in the aggregate, at the Board meeting approving such transaction, the Company will make a public statement that such Nominee so voted; (c) make any public announcement with respect to, or publicly offer to effect, seek or propose (with or without conditions) a merger, consolidation, business combination or other extraordinary transaction with or involving the Company or any of its subsidiaries or any of its or their securities or assets, PROVIDED, HOWEVER, that nothing in this subsection (c) shall restrict the Sandell Group from taking Permitted Actions with respect to a Material Transaction; (d) (i) form, join or in any way participate in a "group" as defined in Section 13(d)(3) of the Exchange Act, and the rules and regulations promulgated thereunder, other than a "group" that includes all or some lesser number of persons identified as members of the Sandell Group, or (ii) enter into any negotiations, arrangements or understandings with any third parties, other than members of the Sandell Group solely with respect to the existing members of the Sandell Group, in connection with becoming a "group" as defined in Section 13(d)(3) of the Exchange Act; (e) publicly disparage any member of the Board or management of the Company; or 4 (f) publicly seek or request permission to do any of the foregoing, request to amend or waive any provision of this Section 5 (including, without limitation, any of clauses (a)-(e) hereof), or make or seek permission to make any public announcement with respect to any of the foregoing. 6. TRANSFER RESTRICTIONS. The Sandell Group agrees that, during the Standstill Period, it shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend (other than in a customary commingled brokerage account in the ordinary course of business), or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable, directly or indirectly, for common stock, whether any such transaction described above is to be settled by delivery of common stock or such other securities, in cash or otherwise (any such action a "Transfer"), in each case without the prior written consent of the Company; PROVIDED THAT the foregoing shall not restrict the Sandell Group from (i) a Transfer of any shares to a controlled affiliate which agrees to be bound by the terms of this Agreement and executes a Joinder Agreement, (ii) subject to compliance with law, the Transfer of shares in either (1) brokers' transactions (within the meaning of Rule 144(g) of the Securities Act of 1933 (the "Securities Act")), but not in transactions directly with a market maker (as defined in Section 3(a)(38) of the Exchange Act), or (2) private Transfers (including transactions with, or indirectly through, a market maker), in a single Transfer or series of related Transfers, so long as the Sandell Group, at the time of such Transfer, does not have actual knowledge, after reasonable inquiry, that such Transfer or series of Transfers would result in the ultimate purchaser of such shares of common stock from the Sandell Group beneficially owning, together with its affiliates, following such Transfer or Transfers, in excess of five percent (5%) of the Company's common stock in the aggregate, or (iii) Transfers made pursuant to (x) tender offers in respect of the Company's common stock made by the Company or any third party, or (y) repurchase offers in respect of the Company's common stock made directly with the Company. 7. RESIGNATION. Each of Mr. Graziano, Mr. Loren and Mr. McFarlane (and any replacement director appointed to the Board pursuant to Section 3(d)) shall immediately tender his resignation from the Board, if requested by the Board as a result of a majority vote of the directors, other than the Nominees, in favor of such resignations from the Board, in the event that the Sandell Group's beneficial ownership of the Company's common stock becomes less than three percent (3%) of the outstanding shares of common stock of the Company solely as a result of a Transfer or series of Transfers by the Sandell Group. 8. NONDISPARAGEMENT. During the Standstill Period, the Company shall not publicly disparage the Sandell Group or any member of the management of the Sandell Group. 9. PUBLIC ANNOUNCEMENT. The Company shall disclose the existence of this Agreement after its execution pursuant to a Company press release reasonably acceptable to the Sandell Group; HOWEVER, neither party shall disclose the existence of this Agreement until the press release is issued except as otherwise required by applicable law, rule or regulation and 5 provided that the non-disclosing party is provided a reasonable opportunity to review and comment upon any such disclosure and the disclosing party considers in good faith any such comments provided by the non-disclosing party. 10. REMEDIES. The Company and the Sandell Group acknowledge and agree that a breach or threatened breach by either party may give rise to irreparable injury inadequately compensable in damages, and accordingly each party shall be entitled to injunctive relief to prevent a breach of the provisions hereof and to enforce specifically the terms and provisions hereof in any state or federal court having jurisdiction, in addition to any other remedy to which such aggrieved party may be entitled to at law or in equity. In the event either party institutes any legal action to enforce such party's rights under, or recover damages for breach of, this Agreement, the prevailing party or parties in such action shall be entitled to recover from the other party or parties all costs and expenses, including but not limited to reasonable attorneys' fees, court costs, witness fees, disbursements and any other expenses of litigation or negotiation incurred by such prevailing party or parties. 11. NOTICES. All notice requirements and other communications shall be deemed given when delivered or on the following business day after being sent by overnight courier with a nationally recognized courier service such as Federal Express, addressed to the Company, SAMC, Castlerigg Master Investments, Castlerigg International, Castlerigg Holdings and Mr. Sandell as follows: THE COMPANY: Fair Isaac Corporation 901 Marquette Avenue, Suite 3200 Minneapolis, MN 55402-3232 Facsimile: (612) 758-6002 Attention: General Counsel With a copy to (which shall not constitute notice): Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue, Suite 1100 Palo Alto, California 94301 Facsimile: (650) 470-4570 Attention: Kenton J. King M. Amr Razzak THE SANDELL GROUP: Sandell Asset Management Corp. 40 W 57th Street, 26th Floor New York, NY 10019 Facsimile: (212) 603-5725 6 Attn: General Counsel with copies to (which shall not constitute notice): Schulte Roth & Zabel LLP 919 Third Avenue New York, NY 10022 Facsimile: (212) 593-5955 Attention: Marc Weingarten 12. ENTIRE AGREEMENt. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements understandings, negotiations and discussions of the parties in connection therewith not referred to herein. 13. COUNTERPARTS; FACSIMILE. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 14. HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 15. GOVERNING LAW. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to choice of law principles that would compel the application of the laws of any other jurisdiction. 16. SEVERABILITY. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 17. SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable by any of the parties to this Agreement. This Agreement, however, shall be binding on successors of the parties hereto. 18. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement. 7 19. AMENDMENTS. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by all of the parties hereto. 20. FURTHER ACTION. Each party agrees to execute any and all documents, and to do and perform any and all acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement. 21. CONSENT TO JURISDICTION. Each of the parties hereby irrevocably submits to the exclusive jurisdiction of any state court sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement and each of the parties hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in any such court. 22. EXPENSES. Each party agrees to bear its own expenses in connection with the transactions contemplated hereby. [SIGNATURE PAGE FOLLOWS] 8 The Company and the Sandell Group each indicate its agreement with the foregoing by signing and returning one copy of this agreement, whereupon this letter agreement will constitute their agreement with respect to the subject matter hereof. Accepted to and agreed, as of the date first written above: FAIR ISAAC CORPORATION By: /s/ Mark N. Greene -------------------------- Name: Mark N. Greene Title: CEO SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell -------------------------- Name: Thomas E. Sandell Title: Chief Executive Officer CASTLERIGG MASTER INVESTMENTS LTD. BY: SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell -------------------------- Name: Thomas E. Sandell Title: Chief Executive Officer CASTLERIGG INTERNATIONAL LIMITED BY: SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell -------------------------- Name: Thomas E. Sandell Title: Chief Executive Officer CASTLERIGG INTERNATIONAL HOLDINGS LIMITED BY: SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell -------------------------- Name: Thomas E. Sandell Title: Chief Executive Officer EXHIBIT A FORM OF JOINDER AGREEMENT The undersigned hereby agrees, effective as of the date hereof, to become a party to that certain Amended and Restated Agreement, dated as of December [o], 2008, by and among Fair Isaac Corporation, a Delaware corporation (the "Company"), Sandell Asset Management Corp., a Cayman Islands exempted company ("SAMC"), Castlerigg Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master Investments"), Castlerigg International Limited, a British Virgin Islands company ("Castlerigg International"); Castlerigg International Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings" and collectively with SAMC, Castlerigg Master Investments, Castlerigg International and Castlerigg Holdings, the "Sandell Group") (the "Agreement"). By executing this joinder agreement, the undersigned hereby agrees to be, and shall be, deemed a member of the "Sandell Group" for all purposes of the Agreement, entitled to the rights and subject to the obligations thereunder with respect to the voting securities of the Company acquired from the Sandell Group. The address and facsimile number to which notices may be sent to the undersigned is as follows: Facsimile No.: By: -------------------------------- Name: -------------------------------- Title: -------------------------------- Date: -------------------------------- A-1 -----END PRIVACY-ENHANCED MESSAGE-----