-----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, Ogff1hC4zxS/wOHP6/9KBd1ZL3kwzfdGO4toDXWfaR5aGlGR+VK8gNa3ovt9Alqk lyw8G91OEUcDQ1mfWIj8wQ== 0000891618-97-005009.txt : 19971222 0000891618-97-005009.hdr.sgml : 19971222 ACCESSION NUMBER: 0000891618-97-005009 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19971219 EFFECTIVENESS DATE: 19971219 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HNC SOFTWARE INC/DE CENTRAL INDEX KEY: 0000945093 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 330248788 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-42819 FILM NUMBER: 97741724 BUSINESS ADDRESS: STREET 1: 5930 CORNERSTONE CT W CITY: SAN DIEGO STATE: CA ZIP: 92121-3728 BUSINESS PHONE: 6195468877 MAIL ADDRESS: STREET 1: 5930 CORNERSTONE CT WEST CITY: SAN DIEGO STATE: CA ZIP: 92121-3728 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on December 19, 1997 Registration No. 333-____ _______________________________________________________________________________ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ HNC SOFTWARE INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 33-0248788 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5930 CORNERSTONE COURT WEST SAN DIEGO, CALIFORNIA 92121-3728 (Address of Principal Executive Offices) (1) 1995 EQUITY INCENTIVE PLAN (2) STOCK OPTIONS GRANTED BY COMPREVIEW, INC. UNDER THE COMPREVIEW, INC. 1995 STOCK OPTION PLAN AND ASSUMED BY THE REGISTRANT (Full Title of the Plan) __________________________________ RAYMOND V. THOMAS CHIEF FINANCIAL OFFICER HNC SOFTWARE INC. 5930 CORNERSTONE COURT WEST SAN DIEGO, CALIFORNIA 92121-3728 (619) 546-8877 (Name, Address and Telephone Number of Agent for Service) __________________________________ Copies to: KENNETH A. LINHARES, ESQ. TYLER R. COZZENS, ESQ. FENWICK & WEST LLP TWO PALO ALTO SQUARE PALO ALTO, CALIFORNIA 94306 CALCULATION OF REGISTRATION FEE
=========================================================================================================================== TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF TO BE REGISTERED REGISTERED PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.001 par value 750,000(1) $35.25(2) $ 26,437,500(2) $ 7,800(3) Common Stock, $0.001 par value 195,419(4) $ 2.33(5) $ 455,327 $ 135(3) ===========================================================================================================================
(1) Additional shares available for grant under Registrant's 1995 Equity Incentive Plan and not yet subject to awarded outstanding stock options, restricted stock purchase agreements or stock bonus agreements as of December 19, 1997. (2) Estimated as of December 15, 1997 pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. (3) Fee calculated pursuant to Section 6(b) of the Securities Act of 1933, as amended. (4) Shares subject to assumed CompReview, Inc. stock options as of December 19, 1997. (5) Weighted average per share exercise price for such outstanding options calculated pursuant to Rule 457(h)(1). 2 HNC SOFTWARE INC. REGISTRATION STATEMENT ON FORM S-8 PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Registrant's annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for the fiscal year ended December 31, 1996, filed on March 31, 1997 and subsequently amended by the Company's amended annual reports on Form 10-K/A filed on April 10, 1997 and October 20, 1997, respectively. (b) The Registrant's quarterly report on Form 10-Q for the quarter ended March 31, 1997, filed on May 15, 1997, as amended by the Registrant's quarterly report on Form 10-Q/A filed on October 20, 1997, the Registrant's quarterly report on Form 10-Q for the quarter ended June 30, 1997, filed on August 13, 1997, as amended by the Registrant's quarterly report on Form 10-Q/A filed on October 20, 1997, the Registrant's quarterly report on Form 10-Q for the quarter ended September 30, 1997 filed on November 14, 1997, the Registrant's current report on Form 8-K filed on October 24, 1997, and the Registrant's current report on Form 8-K filed on December 15, 1997. (c) The description of the Registrant's Common Stock contained in the Registrant's Registration Statement on Form 8-A filed with the Commission under Section 12 of the Exchange Act on May 26, 1995, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for the Registrant by Fenwick & West LLP, Palo Alto, California. Members of the firm of Fenwick & West LLP own an aggregate of approximately 3,314 shares of Common Stock of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. As permitted by Section 145 of the Delaware General Corporation Law, the Registrant's Certificate of Incorporation includes a provision that eliminates the personal liability of its directors to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. In addition, as permitted by Section 145 of the 3 Delaware General Corporation Law, the Bylaws of the Registrant provide that: (i) the Registrant is required to indemnify its directors and officers, as well as directors and officers of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise when they are serving in such capacities at the request of the Registrant, to the fullest extent permitted by the Delaware General Corporation Law; (ii) the Registrant may, in its discretion, indemnify other officers, employees and agents as set forth in the Delaware General Corporation Law; (iii) upon receipt of an undertaking to repay such advances if indemnification is determined to be unavailable, the Registrant is required to advance expenses, as incurred, to its directors and officers to the fullest extent permitted by the Delaware General Corporation Law in connection with a proceeding (except that the Registrant is not required to advance expenses to a person against whom it brings a claim for breach of the duty of loyalty, failure to act in good faith, intentional misconduct, knowing violation of law or deriving an improper personal benefit); (iv) the rights conferred in the Bylaws are not exclusive and the Registrant is authorized to enter into indemnification agreements with its directors, officers and employees and agents; (v) the Registrant may not retroactively amend the Bylaw provisions in a way that adversely affects the indemnification provided thereunder. The Registrant's policy is to enter into indemnity agreements with each of its directors and officers. The indemnity agreements provide that directors and officers will be indemnified and held harmless against all expenses (including attorneys' fees), judgments, fines, ERISA excise taxes or penalties and settlement amounts paid or reasonably incurred by them in any action, suit or proceeding, including any derivative action by or in the right of the Registrant, on account of their services as a director or officer of the Registrant or as directors or officers of any other corporation, partnership or enterprise when they are serving in such capacities at the request of the Registrant; except that no indemnity is provided in a derivative action in which such director or officer is finally adjudged by a court to be liable to the Company due to willful misconduct in the performance of his or her duty to the Company, unless the court determines that such director or officer is entitled to indemnification. The Registrant will not be obligated pursuant to the agreements to indemnify or advance expenses to an indemnified party with respect to proceedings or claims (i) initiated voluntarily by the indemnified party and not by way of defense, except with respect to a proceeding authorized by the Board of Directors and successful proceedings brought to enforce a right to indemnification and/or advancement of expenses under the indemnity agreements; (ii) for any amounts paid in settlement of a proceeding unless the Registrant consents to such settlement; (iii) on account of any suit in which judgment is rendered against the indemnified party for an accounting of profits made from the purchase or sale by the indemnified party of securities of the Registrant pursuant to the provisions of Section 16(b) of the Exchange Act and related laws and regulations; (iv) on account of conduct by an indemnified party that is finally adjudged to have been in bad faith or conduct that the indemnified party did not reasonably believe to be in, or not opposed to, the best interests of the Registrant; (v) on account of any criminal action or proceeding arising out of conduct that the indemnified party had reasonable cause to believe was unlawful; or (vi) if a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful. The indemnity agreement requires a director or officer to reimburse the Registrant for expenses advanced only if and to the extent it is ultimately determined that the director or executive officer is not entitled, under Delaware law, the Registrant's Certificate of Incorporation, the Registrant's Bylaws, his or her indemnity agreement or otherwise to be indemnified for such expenses. The indemnity agreement provides that it is not exclusive of any rights a director or executive officer may have under the Certificate of Incorporation, the Bylaws, other agreements, any majority-in-interest vote of the stockholders or vote of disinterested directors, Delaware law, or otherwise. 4 The indemnification provision in the Bylaws, and the indemnity agreements entered into between the Registrant and its directors and officers, may be sufficiently broad to permit indemnification of the Registrant's directors and officers for liabilities arising under the Securities Act. The indemnity agreements require the Registrant to maintain director and officer liability insurance to the extent readily available. The Registrant currently carries a director and officer insurance policy. ITEM 8. EXHIBITS. 4.01 HNC Software Inc. 1995 Equity Incentive Plan, as amended through November 25, 1997. 4.02 Form of 1995 Equity Incentive Plan Stock Option Agreement and Stock Option Exercise Agreement.(1) 4.03 CompReview, Inc. 1995 Stock Option Plan.(2) 4.04 Form of CompReview, Inc. 1995 Stock Option Plan Stock Option Agreement. 4.05 Registrant's Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 13, 1996.(3) 4.06 Registrant's Bylaws, as amended.(3) 4.07 Form of specimen certificate for Registrant's Common Stock.(4) 5.01 Opinion of Fenwick & West LLP. 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 Consent of Price Waterhouse LLP, Independent Accountants. 23.03 Consent of Deloitte & Touche LLP, Independent Auditors. 24.01 Power of Attorney (see page 7 ). ___________________________ (1) Incorporated by reference from Exhibit 10.02 to the Company's Registration Statement on Form S-1 (File No. 33-91932) filed on May 5, 1995, and as subsequently amended. (2) CompReview is a California corporation that was acquired by the Registrant on November 28, 1997 pursuant to an Agreement and Plan of Reorganization dated July 14, 1997 (the "Merger Agreement"), under which Registrant agreed to assume options outstanding under CompReview's 1995 Stock Option Plan. (3) Filed as Exhibit 3(i).04 (Restated Certificate of Incorporation) and Exhibit 3(ii).05 (Bylaws) with the Company's Report on Form 10-Q for the quarter ended June 30, 1996, as originally filed on August 13, 1996. (4) Incorporated by reference from Exhibit 4.01 to the Company's Registration Statement on Form S-1 (File No. 33-91932) filed on May 5, 1995, and as subsequently amended. 5 ITEM 9. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a twenty percent (20%) change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the Registrant 6 will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 7 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Robert L. North and Raymond V. Thomas, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on the 19th day of December 1997. HNC SOFTWARE INC. By: /s/ Raymond V. Thomas ------------------------------------------- Raymond V. Thomas Vice President, Finance and Administration, Chief Financial Officer and Secretary Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- PRINCIPAL EXECUTIVE OFFICER: /s/ Robert L. North President, Chief Executive Officer December 19, 1997 - ------------------------------------- and a Director Robert L. North PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER: /s/ Raymond V. Thomas Vice President, Finance and Administration December 19, 1997 - ------------------------------------- Chief Financial Officer and Secretary Raymond V. Thomas ADDITIONAL DIRECTORS: /s/ Edward K. Chandler Director December 19, 1997 - ------------------------------------- Edward K. Chandler /s/ Oliver D. Curme Director December 19, 1997 - ------------------------------------- Oliver D. Curme /s/ Roger L. Evans Director December 19, 1997 - ------------------------------------- Roger L. Evans /s/ Thomas F. Farb Director December 19, 1997 - ------------------------------------- Thomas F. Farb /s/ Charles H. Gaylord, Jr. Director December 19, 1997 - ------------------------------------- Charles H. Gaylord, Jr.
8 EXHIBIT INDEX ------------- EXHIBIT NUMBER EXHIBIT TITLE - ------- ------------- 4.01 HNC Software Inc. 1995 Equity Incentive Plan, as amended through November 25, 1997. 4.02 Form of 1995 Equity Incentive Plan Stock Option Agreement and Stock Option Exercise Agreement.(1) 4.03 CompReview, Inc. 1995 Stock Option Plan.(2) 4.04 Form of CompReview, Inc. 1995 Stock Option Plan Stock Option Agreement. 4.05 Registrant's Restated Certificate of Incorporation filed with the Secretary of State of Delaware on June 13, 1996.(3) 4.06 Registrant's Bylaws, as amended.(3) 4.07 Form of specimen certificate for Registrant's Common Stock.(4) 5.01 Opinion of Fenwick & West LLP. 23.01 Consent of Fenwick & West LLP (included in Exhibit 5.01). 23.02 Consent of Price Waterhouse LLP, Independent Accountants. 23.03 Consent of Deloitte & Touche LLP, Independent Auditors. 24.01 Power of Attorney (see page 7 ). ___________________________ (1) Incorporated by reference from Exhibit 10.02 to the Company's Registration Statement on Form S-1 (File No. 33-91932) filed on May 5, 1995, and as subsequently amended. (2) CompReview is a California corporation that was acquired by the Registrant on November 28, 1997 pursuant to an Agreement and Plan of Reorganization dated July 14, 1997 (the "Merger Agreement"), under which Registrant agreed to assume options outstanding under CompReview's 1995 Stock Option Plan. (3) Filed as Exhibit 3(i).04 (Restated Certificate of Incorporation) and Exhibit 3(ii).05 (Bylaws) with the Company's Report on Form 10-Q for the quarter ended June 30, 1996, as originally filed on August 13, 1996. (4) Incorporated by reference from Exhibit 4.01 to the Company's Registration Statement on Form S-1 (File No. 33-91932) filed on May 5, 1995, and as subsequently amended. EX-4.01 2 1995 EQUITY INCENTIVE PLAN 1 EXHIBIT 4.01 HNC SOFTWARE INC. 1995 EQUITY INCENTIVE PLAN As Adopted May 4, 1995 As Amended January 11, 1996 (effective as of July 27,1995), December 6, 1996 and November 25, 1997 1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent, Subsidiaries and Affiliates, by offering them an opportunity to participate in the Company's future performance through awards of Options, Restricted Stock and Stock Bonuses. Capitalized terms not defined in the text are defined in Section 23. 2. SHARES SUBJECT TO THE PLAN. 2.1 Number of Shares Available. Subject to Sections 2.2 and 18, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 3,550,000(1) Shares plus any Shares that are made available for grant and issuance under this Plan pursuant to the following sentence. Any Shares remaining unissued under the 1987 Stock Option Plan adopted by HNC Software Inc., a California corporation that is the Company's predecessor (the "PRIOR PLAN") on the Effective Date (as defined below) and any Shares issuable upon exercise of options granted pursuant to the Prior Plan that expire or become unexercisable for any reason without having been exercised in full, will no longer be available for grant and issuance under the Prior Plan, but will also be available for grant and issuance under this Plan. Subject to Sections 2.2 and 18, Shares that: (a) are subject to issuance upon exercise of an Option but cease to be subject to such Option for any reason other than exercise of such Option; (b) are subject to an Award granted hereunder but are forfeited or are repurchased by the Company at the original issue price; or (c) are subject to an Award that otherwise terminates without Shares being issued; will again be available for grant and issuance in connection with future Awards under this Plan. At all times the Company shall reserve and keep available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding Options granted under this Plan and all other outstanding but unvested Awards granted under this Plan. 2.2 Adjustment of Shares. In the event that the number of outstanding Shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or similar change in the capital structure of the Company without consideration, then (a) the number of Shares reserved for issuance under this Plan, (b) the Exercise Prices of and number of Shares subject to outstanding Options, and (c) the number of Shares subject to other outstanding Awards will be proportionately adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be replaced by a cash payment equal to the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee. 3. ELIGIBILITY. ISOs (as defined in Section 5 below) may be granted only to employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. All other Awards may be granted to employees, officers, directors, consultants, independent contractors and advisors of the Company or any Parent, Subsidiary or Affiliate of the Company; provided such consultants, contractors and advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. No person will be eligible to receive more than 500,000(2) Shares in any calendar year under this __________________________________ (1) Adjusted to reflect (i) the 2-for-1 split of the Company's capital stock effected in April 1996; (ii) the authorization of 1,500,000 additional shares of Common Stock for issuance under the Plan approved by the Company's stockholders on December 6, 1996; and (iii) the authorization of 750,000 additional shares of Common Stock for issuance under the Plan approved by the Company's stockholders on November 25, 1997. (2) Adjusted to reflect the 2-for-1 split of the Company's capital stock effected in April 1996. 2 HNC Software Inc. 1995 Equity Incentive Plan Plan pursuant to the grant of Awards hereunder, other than new employees of the Company or of a Parent, Subsidiary or Affiliate of the Company (including new employees who are also officers and directors of the Company or any Parent, Subsidiary or Affiliate of the Company) who are eligible to receive up to a maximum of 700,000(3) Shares in the calendar year in which they commence their employment. A person may be granted more than one Award under this Plan. 4. ADMINISTRATION. 4.1 Committee Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and carry out this Plan. Without limitation, the Committee will have the authority to: (a) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; (b) prescribe, amend and rescind rules and regulations relating to this Plan; (c) select persons to receive Awards; (d) determine the form and terms of Awards; (e) determine the number of Shares or other consideration subject to Awards; (f) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary or Affiliate of the Company; (g) grant waivers of Plan or Award conditions; (h) determine the vesting, exercisability and payment of Awards; (i) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement; (j) determine whether an Award has been earned; and (k) make all other determinations necessary or advisable for the administration of this Plan. 4.2 Committee Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion at the time of grant of the Award or, unless in contravention of any express term of this Plan or Award, at any later time, and such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. The Committee may delegate to one or more officers of the Company the authority to grant an Award under this Plan to Participants who are not Insiders of the Company. 4.3 Exchange Act Requirements. If two or more members of the Board are Outside Directors, the Committee will be comprised of at least two (2) members of the Board, all of whom are Outside Directors and Disinterested Persons. During all times that the Company is subject to Section 16 of the Exchange Act, the Company will take appropriate steps to comply with the disinterested administration requirements of __________________________________ (3) Adjusted to reflect the 2-for-1 split of the Company's capital stock effected in April 1996. -2- 3 HNC Software Inc. 1995 Equity Incentive Plan Section 16(b) of the Exchange Act, which will consist of the appointment by the Board of a Committee consisting of not less than two (2) members of the Board, each of whom is a Disinterested Person. 5. OPTIONS. The Committee may grant Options to eligible persons and will determine whether such Options will be Incentive Stock Options within the meaning of the Code ("ISOS") or Nonqualified Stock Options ("NQSOS"), the number of Shares subject to the Option, the Exercise Price of the Option, the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following: 5.1 Form of Option Grant. Each Option granted under this Plan will be evidenced by an Award Agreement which will expressly identify the Option as an ISO or an NQSO ("STOCK OPTION AGREEMENT"), and will be in such form and contain such provisions (which need not be the same for each Participant) as the Committee may from time to time approve, and which will comply with and be subject to the terms and conditions of this Plan. 5.2 Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option, unless otherwise specified by the Committee. The Stock Option Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of the Option. 5.3 Exercise Period. Options will be exercisable within the times or upon the events determined by the Committee as set forth in the Stock Option Agreement governing such Option; provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted; and provided further that no ISO granted to a person who directly or by attribution owns more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any Parent or Subsidiary of the Company ("TEN PERCENT STOCKHOLDER") will be exercisable after the expiration of five (5) years from the date the ISO is granted. The Committee also may provide for the exercise of Options to become exercisable at one time or from time to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines. 5.4 Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted and may be not less than 100% of the Fair Market Value of the Shares on the date of grant; provided that: the Exercise Price of any ISO granted to a Ten Percent Shareholder will not be less than 110% of the Fair Market Value of the Shares on the date of grant. Payment for the Shares purchased may be made in accordance with Section 8 of this Plan. 5.5 Method of Exercise. Options may be exercised only by delivery to the Company of a written stock option exercise agreement (the "EXERCISE AGREEMENT") in a form approved by the Committee (which need not be the same for each Participant), stating the number of Shares being purchased, the restrictions imposed on the Shares purchased under such Exercise Agreement, if any, and such representations and agreements regarding Participant's investment intent and access to information and other matters, if any, as may be required or desirable by the Company to comply with applicable securities laws, together with payment in full of the Exercise Price for the number of Shares being purchased. 5.6 Termination. Notwithstanding the exercise periods set forth in the Stock Option Agreement, exercise of an Option will always be subject to the following: (a) If the Participant is Terminated for any reason except death or Disability, then the Participant may exercise such Participant's Options only to the extent that such Options would have been exercisable upon the Termination Date no later than three (3) months after the Termination Date (or such shorter or longer time period not exceeding five (5) years as may be determined by the Committee, with any exercise beyond three (3) months after the Termination Date deemed to be an NQSO), but in any event, no later than the expiration date of the Options. -3- 4 HNC Software Inc. 1995 Equity Incentive Plan (b) If the Participant is Terminated because of Participant's death or Disability (or the Participant dies within three (3) months after a Termination other than because of Participant's death or disability), then Participant's Options may be exercised only to the extent that such Options would have been exercisable by Participant on the Termination Date and must be exercised by Participant (or Participant's legal representative or authorized assignee) no later than twelve (12) months after the Termination Date (or such shorter or longer time period not exceeding five (5) years as may be determined by the Committee, with any such exercise beyond (a) three (3) months after the Termination Date when the Termination is for any reason other than the Participant's death or Disability, or (b) twelve (12) months after the Termination Date when the Termination is for Participant's death or Disability, deemed to be an NQSO), but in any event no later than the expiration date of the Options. 5.7 Limitations on Exercise. The Committee may specify a reasonable minimum number of Shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent Participant from exercising the Option for the full number of Shares for which it is then exercisable. 5.8 Limitations on ISOs. The aggregate Fair Market Value (determined as of the date of grant) of Shares with respect to which ISOs are exercisable for the first time by a Participant during any calendar year (under this Plan or under any other incentive stock option plan of the Company or any Affiliate, Parent or Subsidiary of the Company) will not exceed $100,000. If the Fair Market Value of Shares on the date of grant with respect to which ISOs are exercisable for the first time by a Participant during any calendar year exceeds $100,000, then the Options for the first $100,000 worth of Shares to become exercisable in such calendar year will be ISOs and the Options for the amount in excess of $100,000 that become exercisable in that calendar year will be NQSOs. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date of this Plan to provide for a different limit on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any Options granted after the effective date of such amendment. 5.9 Modification, Extension or Renewal. The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant's rights under any Option previously granted. Any outstanding ISO that is modified, extended, renewed or otherwise altered will be treated in accordance with Section 424(h) of the Code. The Committee may reduce the Exercise Price of outstanding Options without the consent of Participants affected by a written notice to them; provided, however, that the Exercise Price may not be reduced below the minimum Exercise Price that would be permitted under Section 5.4 of this Plan for Options granted on the date the action is taken to reduce the Exercise Price. 5.10 No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted, amended or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or, without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code. 6. RESTRICTED STOCK. A Restricted Stock Award is an offer by the Company to sell to an eligible person Shares that are subject to restrictions. The Committee will determine to whom an offer will be made, the number of Shares the person may purchase, the price to be paid (the "PURCHASE PRICE"), the restrictions to which the Shares will be subject, and all other terms and conditions of the Restricted Stock Award, subject to the following: 6.1 Form of Restricted Stock Award. All purchases under a Restricted Stock Award made pursuant to this Plan will be evidenced by an Award Agreement ("RESTRICTED STOCK PURCHASE AGREEMENT") that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The offer of Restricted Stock -4- 5 HNC Software Inc. 1995 Equity Incentive Plan will be accepted by the Participant's execution and delivery of the Restricted Stock Purchase Agreement and full payment for the Shares to the Company within thirty (30) days from the date the Restricted Stock Purchase Agreement is delivered to the person. If such person does not execute and deliver the Restricted Stock Purchase Agreement along with full payment for the Shares to the Company within thirty (30) days, then the offer will terminate, unless otherwise determined by the Committee. 6.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock Award will be determined by the Committee and will be at least 100% of the Fair Market Value of the Shares on the date the Restricted Stock Award is granted. Payment of the Purchase Price may be made in accordance with Section 8 of this Plan. 6.3 Restrictions. Restricted Stock Awards will be subject to such restrictions (if any) as the Committee may impose. The Committee may provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or part, based on length of service, performance or such other factors or criteria as the Committee may determine. 7. STOCK BONUSES. 7.1 Awards of Stock Bonuses. A Stock Bonus is an award of Shares (which may consist of Restricted Stock) for services rendered to the Company or any Parent, Subsidiary or Affiliate of the Company. A Stock Bonus may be awarded for past services already rendered to the Company, or any Parent, Subsidiary or Affiliate of the Company (provided that the Participant pays the Company the par value of the Shares awarded by such Stock Bonus in cash) pursuant to an Award Agreement (the "STOCK BONUS AGREEMENT") that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. A Stock Bonus may be awarded upon satisfaction of such performance goals as are set out in advance in the Participant's individual Award Agreement (the "PERFORMANCE STOCK BONUS AGREEMENT") that will be in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. Stock Bonuses may vary from Participant to Participant and between groups of Participants, and may be based upon the achievement of the Company, Parent, Subsidiary or Affiliate and/or individual performance factors or upon such other criteria as the Committee may determine. 7.2 Terms of Stock Bonuses. The Committee will determine the number of Shares to be awarded to the Participant and whether such Shares will be Restricted Stock. If the Stock Bonus is being earned upon the satisfaction of performance goals pursuant to a Performance Stock Bonus Agreement, then the Committee will determine: (a) the nature, length and starting date of any period during which performance is to be measured (the "PERFORMANCE PERIOD") for each Stock Bonus; (b) the performance goals and criteria to be used to measure the performance, if any; (c) the number of Shares that may be awarded to the Participant; and (d) the extent to which such Stock Bonuses have been earned. Performance Periods may overlap and Participants may participate simultaneously with respect to Stock Bonuses that are subject to different Performance Periods and different performance goals and other criteria. The number of Shares may be fixed or may vary in accordance with such performance goals and criteria as may be determined by the Committee. The Committee may adjust the performance goals applicable to the Stock Bonuses to take into account changes in law and accounting or tax rules and to make such adjustments as the Committee deems necessary or appropriate to reflect the impact of extraordinary or unusual items, events or circumstances to avoid windfalls or hardships. 7.3 Form of Payment. The earned portion of a Stock Bonus may be paid currently or on a deferred basis with such interest or dividend equivalent, if any, as the Committee may determine. Payment may be made in the form of cash, whole Shares, including Restricted Stock, or a combination thereof, either in a lump sum payment or in installments, all as the Committee will determine. 7.4 Termination During Performance Period. If a Participant is Terminated during a Performance Period for any reason, then such Participant will be entitled to payment (whether in Shares, cash or -5- 6 HNC Software Inc. 1995 Equity Incentive Plan otherwise) with respect to the Stock Bonus only to the extent earned as of the date of Termination in accordance with the Performance Stock Bonus Agreement, unless the Committee will determine otherwise. 8. PAYMENT FOR SHARE PURCHASES. 8.1 Payment. Payment for Shares purchased pursuant to this Plan may be made in cash (by check) or, where expressly approved for the Participant by the Committee and where permitted by law: (a) by cancellation of indebtedness of the Company to the Participant; (b) by surrender of shares that either: (1) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by Participant in the public market; (c) by tender of a full recourse promissory note having such terms as may be approved by the Committee and bearing interest at a rate sufficient to avoid imputation of income under Sections 483 and 1274 of the Code; provided, however, that Participants who are not employees or directors of the Company will not be entitled to purchase Shares with a promissory note unless the note is adequately secured by collateral other than the Shares; provided, further, that the portion of the Purchase Price equal to the par value of the Shares, if any, must be paid in cash; (d) by waiver of compensation due or accrued to the Participant for services rendered; provided, further, that the portion of the Purchase Price equal to the par value of the Shares, if any, must be paid in cash; (e) with respect only to purchases upon exercise of an Option, and provided that a public market for the Company's stock exists: (1) through a "same day sale" commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD DEALER") whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares so purchased to pay for the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or (2) through a "margin" commitment from the Participant and a NASD Dealer whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Exercise Price, and whereby the NASD Dealer irrevocably commits upon receipt of such Shares to forward the Exercise Price directly to the Company; or (f) by any combination of the foregoing. 8.2 Loan Guarantees. The Committee may help the Participant pay for Shares purchased under this Plan by authorizing a guarantee by the Company of a third-party loan to the Participant. 9. WITHHOLDING TAXES. 9.1 Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount -6- 7 HNC Software Inc. 1995 Equity Incentive Plan sufficient to satisfy federal, state and local withholding tax requirements prior to the delivery of any certificate or certificates for such Shares. Whenever, under this Plan, payments in satisfaction of Awards are to be made in cash, such payment will be net of an amount sufficient to satisfy federal, state, and local withholding tax requirements. 9.2 Stock Withholding. When, under applicable tax laws, a Participant incurs tax liability in connection with the exercise or vesting of any Award that is subject to tax withholding and the Participant is obligated to pay the Company the amount required to be withheld, the Committee may allow the Participant to satisfy the minimum withholding tax obligation by electing to have the Company withhold from the Shares to be issued that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined (the "TAX DATE"). All elections by a Participant to have Shares withheld for this purpose will be made in writing in a form acceptable to the Committee and will be subject to the following restrictions: (a) the election must be made on or prior to the applicable Tax Date; (b) once made, then except as provided below, the election will be irrevocable as to the particular Shares as to which the election is made; (c) all elections will be subject to the consent or disapproval of the Committee; (d) if the Participant is an Insider and if the Company is subject to Section 16(b) of the Exchange Act: (1) the election may not be made within six (6) months of the date of grant of the Award, except as otherwise permitted by SEC Rule 16b- 3(e) under the Exchange Act, and (2) either (A) the election to use stock withholding must be irrevocably made at least six (6) months prior to the Tax Date (although such election may be revoked at any time at least six (6) months prior to the Tax Date) or (B) the exercise of the Option or election to use stock withholding must be made in the ten (10) day period beginning on the third day following the release of the Company's quarterly or annual summary statement of sales or earnings; and (e) in the event that the Tax Date is deferred until six (6) months after the delivery of Shares under Section 83(b) of the Code, the Participant will receive the full number of Shares with respect to which the exercise occurs, but such Participant will be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date. 10. PRIVILEGES OF STOCK OWNERSHIP. 10.1 Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new, additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the Participant will have no right to retain such stock dividends or stock distributions with respect to Shares that are repurchased at the Participant's original Purchase Price pursuant to Section 12. 10.2 Financial Statements. The Company will provide financial statements to each Participant prior to such Participant's purchase of Shares under this Plan, and to each Participant annually during the period such Participant has Awards outstanding; provided, however, the Company will not be required to provide such financial statements to Participants whose services in connection with the Company assure them access to equivalent information. -7- 8 HNC Software Inc. 1995 Equity Incentive Plan 11. TRANSFERABILITY. Awards granted under this Plan, and any interest therein, will not be transferable or assignable by Participant, and may not be made subject to execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution or as consistent with the specific Plan and Award Agreement provisions relating thereto. During the lifetime of the Participant an Award will be exercisable only by the Participant, and any elections with respect to an Award, may be made only by the Participant. 12. RESTRICTIONS ON SHARES. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) in the Award Agreement (a) a right of first refusal to purchase all Shares that a Participant (or a subsequent transferee) may propose to transfer to a third party, and/or (b) a right to repurchase a portion of or all Shares held by a Participant following such Participant's Termination at any time within ninety (90) days after the later of Participant's Termination Date and the date Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at: (A) with respect to Shares that are "Vested" (as defined in the Award Agreement), the higher of: (l) Participant's original Purchase Price, or (2) the Fair Market Value of such Shares on Participant's Termination Date, provided, that such right of repurchase (i) must be exercised as to all such "Vested" Shares unless a Participant consents to the Company's repurchase of only a portion of such "Vested" Shares and (ii) terminates when the Company's securities become publicly traded; or (B) with respect to Shares that are not "Vested" (as defined in the Award Agreement), at the Participant's original Purchase Price, provided, that the right to repurchase at the original Purchase Price lapses at the rate of at least 20% per year over five (5) years from the date the Shares were purchased (or from the date of grant of options in the case of Shares obtained pursuant to a Stock Option Agreement and Stock Option Exercise Agreement), and if the right to repurchase is assignable, the assignee must pay the Company, upon assignment of the right to repurchase, cash equal to the excess of the Fair Market Value of the Shares over the original Purchase Price. 13. CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted. 14. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant's Shares, the Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares so purchased as collateral to secure the payment of Participant's obligation to the Company under the promissory note; provided, however, that the Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant's Shares or other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid. 15. EXCHANGE AND BUYOUT OF AWARDS. The Committee may, at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any time buy from a Participant an Award previously granted with payment in cash, Shares (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the Participant may agree. 16. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also -8- 9 HNC Software Inc. 1995 Equity Incentive Plan on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 17. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate of the Company to terminate Participant's employment or other relationship at any time, with or without cause. 18. CORPORATE TRANSACTIONS. 18.1 Assumption or Replacement of Awards by Successor. In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) a merger in which the Company is the surviving corporation but after which the stockholders of the Company (other than any stockholder which merges (or which owns or controls another corporation which merges) with the Company in such merger) cease to own their shares or other equity interests in the Company, (d) the sale of substantially all of the assets of the Company, or (e) any other transaction which qualifies as a "corporate transaction" under Section 424(a) of the Code wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or substantially all of the outstanding shares of the Company from or by the stockholders of the Company), any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the alternative, the successor corporation may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of outstanding Shares of the Company held by the Participant, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor corporation (if any) refuses to assume or substitute Options, as provided above, pursuant to a transaction described in this Subsection 18.1, such Options will expire on such transaction at such time and on such conditions as the Board will determine. 18.2 Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 18, in the event of the occurrence of any transaction described in Section 18.1, any outstanding Awards will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, sale of assets or other "corporate transaction." 18.3 Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by either; (a) granting an Award under this Plan in substitution of such other company's award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the exercise price and the number and nature of Shares issuable upon exercise of any such option will be adjusted appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new -9- 10 HNC Software Inc. 1995 Equity Incentive Plan Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price. 19. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will become effective on the date on which the registration statement filed by the Company with the SEC under the Securities Act registering the initial public offering of the Company's Common Stock is declared effective by the SEC (the "EFFECTIVE DATE"); provided, however, that if the Effective Date does not occur on or before December 31, 1995, this Plan will terminate as of December 31, 1995 having never become effective. This Plan shall be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board. Upon the Effective Date, the Board may grant Awards pursuant to this Plan; provided, however, that: (a) no Option may be exercised prior to initial stockholder approval of this Plan; (b) no Option granted pursuant to an increase in the number of Shares subject to this Plan approved by the Board will be exercised prior to the time such increase has been approved by the stockholders of the Company; and (c) in the event that stockholder approval of such increase is not obtained within the time period provided herein, all Awards granted hereunder will be canceled, any Shares issued pursuant to any Award will be canceled, and any purchase of Shares hereunder will be rescinded. So long as the Company is subject to Section 16(b) of the Exchange Act, the Company will comply with the requirements of Rule 16b-3 (or its successor), as amended, with respect to stockholder approval. 20. TERM OF PLAN. Unless earlier terminated as provided herein, this Plan will terminate ten (10) years from the date this Plan is adopted by the Board or, if earlier, the date of stockholder approval. 21. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval pursuant to the Code or the regulations promulgated thereunder as such provisions apply to ISO plans or (if the Company is subject to the Exchange Act or Section 16(b) of the Exchange Act) pursuant to the Exchange Act or Rule 16b-3 (or its successor), as amended, thereunder, respectively. 22. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases. 23. DEFINITIONS. As used in this Plan, the following terms will have the following meanings: "AFFILIATE" means any corporation that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, another corporation, where "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to cause the direction of the management and policies of the corporation, whether through the ownership of voting securities, by contract or otherwise. "AWARD" means any award under this Plan, including any Option, Restricted Stock or Stock Bonus. "AWARD AGREEMENT" means, with respect to each Award, the signed written agreement between the Company and the Participant setting forth the terms and conditions of the Award. "BOARD" means the Board of Directors of the Company. "CODE" means the Internal Revenue Code of 1986, as amended. -10- 11 HNC Software Inc. 1995 Equity Incentive Plan "COMMITTEE" means the committee appointed by the Board to administer this Plan, or if no such committee is appointed, the Board. "COMPANY" means HNC Software Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation. "DISABILITY" means a disability, whether temporary or permanent, partial or total, within the meaning of Section 22(e)(3) of the Code, as determined by the Committee. "DISINTERESTED PERSON" means a director who has not, during the period that person is a member of the Committee and for one year prior to commencing service as a member of the Committee, been granted or awarded equity securities pursuant to this Plan or any other plan of the Company or any Parent, Subsidiary or Affiliate of the Company, except in accordance with the requirements set forth in Rule 16b-3(c)(2)(i) (and any successor regulation thereto) as promulgated by the SEC under Section 16(b) of the Exchange Act, as such rule is amended from time to time and as interpreted by the SEC. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. "EXERCISE PRICE" means the price at which a holder of an Option may purchase the Shares issuable upon exercise of the Option. "FAIR MARKET VALUE" means, as of any date, the value of a share of the Company's Common Stock determined as follows: (a) if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination (if such day is a trading day) as reported in The Wall Street Journal, and, if such date of determination is not a trading day, then on the last trading day prior to the date of determination; (b) if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the last trading day prior to the date of determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; (c) if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on the last trading day prior to the date of determination as reported in The Wall Street Journal; or (d) if none of the foregoing is applicable, by the Committee in good faith. "INSIDER" means an officer or director of the Company or any other person whose transactions in the Company's Common Stock are subject to Section 16 of the Exchange Act. "OUTSIDE DIRECTOR" means any director who is not; (a) a current employee of the Company or any Parent, Subsidiary or Affiliate of the Company; (b) a former employee of the Company or any Parent, Subsidiary or Affiliate of the Company who is receiving compensation for prior services (other than benefits under a tax-qualified pension plan); (c) a current or former officer of the Company or any Parent, Subsidiary or Affiliate of the Company; or (d) currently receiving compensation for personal services in any capacity, other than as a director, from the Company or any Parent, Subsidiary or Affiliate of the Company; provided, however, that at such time as the term "Outside Director", as used in Section 162(m) of the Code is defined in regulations promulgated under Section 162(m) of the Code, "Outside Director" will have the meaning set forth in such regulations, as amended from time to time and as interpreted by the Internal Revenue Service. -11- 12 HNC Software Inc. 1995 Equity Incentive Plan "OPTION" means an award of an option to purchase Shares pursuant to Section 5. "PARENT" means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if at the time of the granting of an Award under this Plan, each of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. "PARTICIPANT" means a person who receives an Award under this Plan. "PLAN" means this HNC Software Inc. 1995 Equity Incentive Plan, as amended from time to time. "RESTRICTED STOCK AWARD" means an award of Shares pursuant to Section 6. "SEC" means the Securities and Exchange Commission. "SECURITIES ACT" means the Securities Act of 1933, as amended. "SHARES" means shares of the Company's Common Stock reserved for issuance under this Plan, as adjusted pursuant to Sections 2 and 18, and any successor security. "STOCK BONUS" means an award of Shares, or cash in lieu of Shares, pursuant to Section 7. "SUBSIDIARY" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of granting of the Award, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. "TERMINATION" or "TERMINATED" means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, director, consultant, independent contractor or advisor to the Company or a Parent, Subsidiary or Affiliate of the Company, except in the case of sick leave, military leave, or any other leave of absence approved by the Committee, provided that such leave is for a period of not more than ninety (90) days, or reinstatement upon the expiration of such leave is guaranteed by contract or statute. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the "TERMINATION DATE"). -12- EX-4.03 3 COMPREVIEW, INC. 1995 STOCK OPTION PLAN 1 EXHIBIT 4.03 COMPREVIEW, INC. 1995 STOCK OPTION PLAN 1. PURPOSE. The purpose of this Plan is to promote the success of the Company by providing an additional means by which the Company can attract, motivate, retain and reward selected key employees and directors of the Company and selected key consultants, vendors, customers and others expected to provide significant services to the Company. 2. DEFINITIONS. (a) "Board" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Committee" means the committee, if any, appointed by the Board in accordance with Section 4 of the Plan. (d) "Common Stock" means the Common Stock, no par value, of the Company. (e) "Company" means CompReview, Inc., a California corporation. (f) "Disability" means the condition of an Employee who is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment (other than one caused by alcohol or drug dependency) which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months. (g) "Disinterested Person" means an administrator of the Plan, whether a member of the Board, or the Committee if there be one, who: (i) has not, during the one year prior to service as an administrator of the Plan, or during such service, been granted or awarded equity securities pursuant to the Plan, or any other plan of the Company or any of its affiliates; except that the following shall not disqualify a director from being a disinterested person: (1) participation in a formula plan meeting the requirements of Rule 16b-3(c)(2)(ii) of the Exchange Act; (2) participation in an ongoing securities acquisition plan meeting the conditions of Rule 16b-3(d)(2)(i); or (3) an election to receive an annual retainer fee in either cash or an equivalent amount of securities, or partly cash and partly securities. (h) "Employee" means an individual who is employed (within the meaning of Code Section 3401 and the regulations thereunder) by the Company or a Subsidiary. (i) "Exchange Act" means the Securities Exchange Act of 1934, as amended. (j) "Exercise Price" means the price per Share of Common Stock, determined by the 1 2 Board, or the Committee if there be one, at which an Option may exercised. (k) "Fair Market Value" means the value of one (1) Share of Common Stock, determined as follows: (1) If the Shares are traded on an exchange, the price at which the Shares traded at the close of business on the date of valuation; (2) If the Shares are traded over-the-counter on the NASDAQ System, the closing price if one is available, or the mean between the bid and asked prices on said System at the close of business on the date of valuation; and (3) If neither (1) nor (2) applies, the fair market value as determined in good faith by the Board, or the Committee if there be one. Such determination shall be conclusive and binding on all persons. (l) "Option" means any stock option granted pursuant to the Plan. (m) "Option Agreement" means the agreement between an Optionee and the Company evidencing the Option granted to the Optionee pursuant to this Plan. (n) "Optionee" means an Employee or Other Qualified Person who has received an Option. (o) "Other Qualified Person" means an individual who is not an Employee but who is a director, vendor, customer, consultant or other provider of significant services to the Company. (p) "Plan" means this CompReview, Inc. 1995 Stock Option Plan, as it may be amended from time to time. (q) "Purchase Price" means the Exercise Price times the number of Shares with respect to which an Option is exercised. (r) "Retirement" means the voluntary termination of employment by an Employee upon attainment of the age of sixty-five and the completion of not less than twenty years of service with the Company. (s) "Securities Act" shall mean the Securities Act of 1933, as amended. (t) "Share" shall mean one (1) share of Common Stock, adjusted in accordance with Section 9 of the Plan (if applicable). (u) "Subsidiary" shall mean any corporation at least fifty percent (50%) of the total combined voting power of which is owned by the Company or by another Subsidiary. 2 3 3. EFFECTIVE DATE. This Plan was adopted by the Board and approved by the Company's shareholders effective October 16, 1995. 4. ADMINISTRATION. This Plan shall be administered by the Board, if each member is a Disinterested Person, or by a Committee appointed by the Board which shall consist of two (2) or more directors, each of whom is a Disinterested Person. The requirement that an administrator be a Disinterested Person shall not apply prior to the date of the first registration of an equity security of the Company under Section 12 of the Exchange Act. If a Committee is appointed, the Committee shall have, in connection with the administration of the Plan, the powers of the Board with respect to the Plan, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. If a Committee has been appointed, the Committee shall hold meetings at such times and places as it may determine. Acts of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of the Committee, shall be the valid acts of the Committee. The Board may abolish the Committee at any time and revest in the Board the administration of this Plan. The Board (or the Committee if there is one) shall have the power, subject to, and within the limitations of, the express provisions of this Plan: (a) to from time to time at its discretion select the Employees and Other Qualified Persons who are to be granted Options, (b) determine the number of Shares to be granted to each Optionee; (c) determine the provisions of each Option granted (which need not be identical), including the Exercise Price and the time or times during the term of each Option within which all or any portion of such Option may be exercised, (d) to construe and interpret this Plan and Options granted under it, (e) to establish, amend and revoke rules and regulations for administration of this Plan, (f) to correct any defect, omission or inconsistency in this Plan or in any Option, in a manner and to the extent it shall deem necessary or expedient to make this Plan fully effective; (g) to amend this Plan as provided in Section 11; and (h) to otherwise administer this Plan in such manner as it deems necessary or proper to promote the intent of this Plan. In no event may a member of the Board, or Committee if there be one, participate in any determination relating to Options held by or to be granted to such Board or Committee member. The interpretation and construction by the Board, or by the Committee if there be one, of any provision of this Plan or of any Option granted hereunder shall be final. No member of the Board, or of the Committee if there be one, shall be liable for any action or determination made in good faith with respect to this Plan or any Option granted hereunder. 5. PARTICIPATION. The Optionees shall be such persons as the Board, or Committee if there be one, may select from among the following classes of persons: (1) Employees of the Company or of a Subsidiary (who may be officers, whether 3 4 or not they are directors) and; (2) Other Qualified Persons. 6. STOCK. The stock subject to Options granted under this Plan shall be Shares of the Company's authorized but unissued or reacquired Common Stock. The aggregate number of Shares which may be issued upon exercise of Options under this Plan shall not exceed 60,000. The number of Shares subject to Options outstanding at any time shall not exceed the number of Shares remaining available for issuance under this Plan. In the event that any outstanding Option for any reason expires or is terminated, the Shares allocable to the unexercised portion of such Option may again be made subject to any Option. The limitations established by this Section 6 shall be subject to adjustment in the manner provided in Section 9 hereof upon the occurrence of an event specified therein. 7. TERMS AND CONDITIONS OF OPTIONS. (a) Option Agreements. Options shall be evidenced by written Option Agreements in such form as the Board, or the Committee if there be one, shall from time to time determine. Such agreements shall comply with and be subject to the terms and conditions set forth below. (b) Number of Shares. Each Option Agreement shall state the number of Shares to which it pertains and shall provide for the adjustment thereof in accordance with the provisions of Section 9 hereof. (c) Exercise Price. Each Option Agreement shall state the Exercise Price. Except as otherwise determined by the Board, or the Committee if there be one, the Exercise Price shall not be less than 85% of Fair Market Value on the date of grant. (d) Medium and Time of Payment. The Purchase Price shall be payable in full in United States dollars upon the exercise of the Option; provided, however, that if the applicable Option Agreement so provides, the Purchase Price may be paid (i) by the surrender of Shares in good form for transfer, owned by the person exercising the Option and having a Fair Market Value on the date of exercise equal to the Purchase Price, or in any combination of cash (by check) and Shares, as long as the sum of the cash so paid and the Fair Market Value of the Shares so surrendered equal the Purchase Price, (ii) by cancellation of indebtedness owed by the Company to the Optionee, (iii) with a full recourse promissory note executed by the Optionee, or (iv) any combination of the foregoing. The interest rate and other terms and conditions of such note shall be determined by the Board or the Committee, if there be one. The Board, or the Committee if there be one, may require that the Optionee pledge his or her Shares to the Company for the purpose of securing the payment of such note. In no event shall the stock certificate(s) representing such Shares by released to the Optionee until such note shall have been paid in full. If the Company determines that it is required to withhold state or Federal income tax as a result of the exercise of an Option, then as a condition to the exercise thereof, an Optionee may be required to make arrangements satisfactory to the Company to enable it to satisfy such withholding requirements. 4 5 (e) Term and Nontransferability of Options. Each Option shall state the time or times which all or part thereof becomes exercisable. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted, During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or transferable. In the event of the Optionee's death, the Option shall not be transferable by the Optionee other than by will or the laws of descent and distribution. (f) Termination of Employment, Except by Death, Disability, or Retirement. If an Optionee ceases to be an Employee or Other Qualified Person for any reason other than his or her death, Disability, or Retirement such Optionee shall have the right, subject to the restrictions of (e) above and unless otherwise provided for in the Optionee's Option Agreement, to exercise the Option at any time within thirty (30) days thereafter, but only to the extent that, at the date of cessation, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised; provided, however, that if the Optionee was terminated for cause (as defined in the applicable Option Agreement) any Option not exercised in full prior to such termination shall be canceled. For this purpose, the employment relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the sole discretion of the Board, or the Committee if there be one). (g) Death of Optionee. If an Optionee dies while an Employee or Other Qualified Person, or after either of such relationships have been terminated, but during the period while he or she could have exercised the Option under this Section 7, and has not fully exercised the Option, then subject to the restrictions of (e) above and unless otherwise provided in the Optionee's Option Agreement, the Option may be exercised in full at any time within twelve (12) months after the Optionee's death by the executors or administrators of his or her estate or by any person or persons who have acquired the Option directly from the Optionee by bequest or inheritance, but only to the extent that, at the date of death, the Optionee's right to exercise such Option had accrued and had not been forfeited pursuant to the terms of the applicable Option Agreement and had not previously been exercised. (h) Disability of Optionee. If an Optionee ceases to be an Employee or Other Qualified Person by reason of Disability, such Optionee shall have the right, subject to the restrictions of (e) above and unless otherwise provided in the Optionee's Option Agreement, to exercise the Option at any time within twelve (12) months after termination of such relationship, but only to the extent that, at the date of such termination, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Stock Option Agreement and had not previously been exercised. (i) Retirement of Optionee. If an Optionee ceases to be an Employee by reason of Retirement, such Optionee shall have the right, subject to the restrictions of (e) above and unless otherwise provided in the Optionee's Option Agreement, to exercise the Option at any time within three (3) months after termination of such employment, but only to the extent that, at the 5 6 date of such termination, the Optionee's right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised. (j) Rights as a Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by his or her Option until the date of the issuance of a stock certificate for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 9 hereof. (k) Modification, Extension and Renewal of Option. Within the limitations of this Plan, the Board, or the Committee if there be one, may modify, extend or renew outstanding Options or accept the cancellation of outstanding Options (to the extent not previously exercised) for the granting of new Options in substitution therefor. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted. (l) Other Provisions. The Option Agreements authorized under this Plan may contain such other provisions not inconsistent with the terms of this Plan (including, without limitation, restrictions upon the exercise of the Option) as the Board, or the Committee if there be one, shall deem advisable. 8. TERM OF PLAN. Options may be granted pursuant to this Plan until the expiration of ten (10) years from the effective date of this Plan. 9. RECAPITALIZATIONS. Subject to any required action by shareholders, the number of Shares covered by this Plan as provided in Section 6 hereof, the number of Shares covered by each outstanding Option and the Exercise Price thereof shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation of Shares or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company. Subject to any required action by stockholders, if the Company is the surviving corporation in any merger or consolidation, each outstanding Option shall pertain and apply to the securities to which a holder of the number of Shares subject to the Option would have been entitled. In the event of a merger or consolidation in which the Company is not the surviving corporation, the date of exercisability of each outstanding Option shall be accelerated to a date prior to such merger or consolidation, unless the agreement of merger or consolidation provides for the assumption of the Option by the successor to the Company. To the extent that the foregoing adjustments relate to securities of the Company, such adjustments shall be made by the Board or Committee, as the case may be, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 9, the Optionee shall have no rights by reason of subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or 6 7 stock of another corporation, and any issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise Price of Shares subject to an Option. The grant of an Option pursuant to this Plan shall not affect in any way the right or power to the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business assets. 10. SECURITIES LAW REQUIREMENTS. (a) Legality of Issuance. The issuance of any Shares upon the exercise of any Option and the grant of any Option shall be contingent upon the following: (1) the Company and the Optionee shall have taken all actions required to register the Shares under the Securities Act and to qualify the Option and the Shares under any and all applicable state securities or "blue sky" laws or regulations, or to perfect an exemption from the respective registration and qualification requirements thereof; (2) any applicable listing requirement of any stock exchange on which the Common Stock is listed shall have been satisfied; and (3) any other applicable provision of state or Federal law shall have been satisfied. (b) Restrictions on Transfer. Regardless of whether the offering and sale of Shares under this Plan has been registered under the Act or has been registered or qualified under the securities laws of any state, the Company may impose restrictions on the sale, pledge or other transfer of such Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state or any other law. In the event that the sale of Shares under this Plan is not registered under the Act but an exemption is available which required an investment representation or other representation, each Optionee shall be required to represent that such Shares are being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Company and its counsel. Any determination by the Company and its counsel in connection with any of the matters set forth in this Section 10 shall be conclusive and binding on all persons. Stock certificates evidencing Shares acquired under this Plan pursuant to an unregistered transaction shall bear the following restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law. "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT 7 8 AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." (c) Registration or Qualification of Securities. The Company may, but shall not be obligated to register or qualify the issuance of Options and/or the sale of Shares under the Act or any other applicable law. The Company shall not be obligated to take any affirmative action in order to cause the issuance of Options or the sale of Shares under this Plan to comply with any law. (d) Exchange of Certificates. If, in the opinion of the Company and its counsel, any legend placed on a stock certificate representing Shares sold under this Plan is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend. 11. AMENDMENT OF THIS PLAN. The Board, or the Committee if there be one, may from time to time, with respect to any Shares at the time not subject to Options, suspend or discontinue this Plan or revise or amend it in any respect whatsoever except that, without the approval of the Company's stockholders, no such revision or amendment shall: (a) Increase the number of Shares subject to this Plan; (b) Change the designation in Section 5 hereof with respect to the classes of persons eligible to receive Options; or (c) Amend this Section to defeat its purpose. 12. EXECUTION. To record the adoption of this Plan in the form set forth above by the Board effective as of October 16, 1995, the Company has caused this Plan to be executed in the name and on behalf of the Company where provided below by an officer of the Company thereunto duly authorized. CompReview, Inc. BY: /s/ Lee Kaaren -------------------------------------- Lee Kaaren, Chairman of the Board 8 9 AMENDMENT NO. 1 TO COMPREVIEW INC.'S 1995 STOCK OPTION PLAN This Amendment No. 1 to CompReview, Inc.'s 1995 Stock Option Plan (the "Plan") is made effective as of February 15, 1996 with reference to the following: A. The Plan, which was adopted effective as of October 16, 1995, provides for an aggregate of 60,000 shares of common stock to be issued pursuant to the Plan. B. The Plan further provides that in the event of a stock split, the number of shares covered by the Plan shall be proportionately adjusted. C. Subsequent to the adoption of the Plan, the outstanding shares of common stock of CompReview, Inc. were split 10 for 1. As a result of the foregoing, the second sentence of Section 6 of the CompReview, Inc. 1995 Stock Option Plan is hereby amended to read in its entirety as follows: "The aggregate number of Shares which may be issued upon exercise of Options under this Plan shall not exceed 600,000." All other terms of the Plan remain unchanged and in full force and effect. To record the adoption of this Amendment No. 1 to the Plan by the shareholders and Board of Directors on the date hereof, the Company has caused this Amendment No. 1 to be executed in the name and on behalf of the company where provided below by an officer of the company thereunto duly authorized. CompReview, Inc. By: /s/ Lee Kaaren ------------------------------------- Lee Kaaren, Chairman of the Board EX-4.04 4 COMPREVIEW, INC. STOCK OPTION AGREEMENT 1 EXHIBIT 4.04 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR QUALIFIED UNDER THE CALIFORNIA CORPORATE SECURITIES LAW OF 1968, AS AMENDED. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION, OR THE AVAILABILITY OF AN EXEMPTION THEREROM. AS A CONDITION TO ANY OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IN RELIANCE UPON THE AVAILABILITY OF AN EXEMPTION FROM REGISTRATION AND QUALIFICATION, THE ISSUER MAY, AT ITS OPTION, REQUIRE AN OPINION OF COUNSEL SATISFACTORY IT TO THE EFFECT THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED. Option No. _____ COMPREVIEW, INC. STOCK OPTION AGREEMENT This Agreement is made and entered into effective as of _________________ by and between CompReview, Inc., a California corporation (the "Corporation") and ________________ ("Optionee"). R E C I T A L S A. The Corporation has established its 1995 Stock Option Plan (the "Plan"). B. The Corporation's Board of Directors (the "Board") has approved the execution of this Stock Option Agreement containing the grant of the option herein set forth to Optionee to purchase shares of the Corporation's common stock ("Stock") upon the terms and conditions hereinafter set forth. NOW THEREFORE, it is agreed as follows: 1. Definitions and Incorporation. Unless otherwise defined herein, the terms used in this Agreement shall have the meanings given to such terms in the Plan. The Plan is hereby incorporated in and made a part of this Agreement as if fully set forth herein. Optionee hereby acknowledges receipt of a copy of the Plan. 2. Grant of Option. The Corporation hereby grants to Optionee as of the date hereof the right and option to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of _____________ shares of Stock (the "Option"), subject to adjustment in accordance with the Plan. It is understood and acknowledged that the Option is NOT intended to qualify and will NOT be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 2 3. Option Price. The price to be paid for Stock upon exercise of the Option or any part thereof shall be _______ per share (the "Purchase Price"). 4. Right to Exercise. Subject to the conditions set forth in this Agreement, the right to exercise the Option shall accrue in accordance with Schedule 1 attached hereto and hereby incorporated in and made a part hereof. Optionee hereby accepts and agrees to be bound by each and every provision contained in Schedule 1. 5. Securities Law Requirements. No part of the Option shall be exercised if counsel to the Corporation determines that any applicable registration requirement (or exemption therefrom) under the Securities Act of 1933, as amended, or any other applicable requirement of Federal or state law has not been met. Optionee represents and agrees that if Optionee exercises this Option in whole or in part at a time when there is not in effect under the Securities Act of 1933 a registration statement relating to the Shares issuable upon exercise hereof, and there is not available for delivery a prospectus meeting the requirements of Section 10(a)(3) of said Act, (i) Optionee will acquire the Shares upon such exercise for the purpose of investment and not with a view to the distribution thereof, (ii) that upon each such exercise of this Option, Optionee will furnish to the Corporation an investment letter in form and substance satisfactory to the Corporation, (iii) prior to selling or offering for sale any such shares, Optionee will furnish the Corporation with an opinion of counsel satisfactory to it to the effect that such certificates as to factual matters as it may reasonably request, and (iv) all certificates representing shares of Shares purchased upon the exercise of the Option shall bear the legend to the effect specified in Section 11 hereof and/or such other appropriate legend describing the restrictions applicable to sale or transfer of the Shares. Any other person or persons entitled to exercise this Option under the provision hereof shall furnish to the Corporation letters, opinions and certificates to the same effect as would otherwise be required of Optionee. 6. Term of Option. The Option shall terminate in any event on the earliest of (a) the 10th anniversary of the date of this Agreement first set forth above, at 11:59 P.M., (b) the expiration of the period described in Section 7 below, (c) the expiration of the period described in Section 8 below, or (d) the expiration of the period described in Section 9 below. 7. Exercise Following Termination of Service. If Optionee's service with the Corporation terminates for any reason other than death, Disability, or Retirement, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within the period of three (3) consecutive months commencing immediately following the date of such termination (but not later than the termination date set forth in Section 6(a) above). The foregoing notwithstanding, the Option shall cease to be exercisable on the date of such termination if the termination is for cause or if Optionee upon such termination becomes an employee, director or consultant of any person or entity who is in direct competition with the Corporation. For this purpose, "cause" shall mean (a) the willful breach, habitual neglect, or habitual failure to properly perform the duties Optionee is required to perform as an employee of the Corporation, (b) breach of Optionees obligations and covenants under Section 18 hereof, (c) participation in any fraud or crime against the Corporation; (d) any intentional or willful act or omission that materially injures the Corporation, or was intended to injure the Corporation, as -2- 3 determined by the Board, (e) any act of moral turpitude that, in the reasonable judgment of the Board, might damage the Corporation's reputation or otherwise negatively effect the Corporation, (f) any alcohol or drug-related dependence, which, in the reasonable judgement of the Board, may result in the willful breach, habitual neglect, or general inability of Optionee to perform his or her duties as an employee of the Corporation, (g) the conviction of any felony, (h) misappropriation of assets of the Corporation or any subsidiary, or (i) refusal to carry out the reasonable directions of the Corporation's executive officers or of the Board. 8. Exercise Following Death or Disability. If Optionee's service with the Corporation terminates by reason of Optionee's death or Disability, or if Optionee dies after termination of service but while the Option would have been exercisable hereunder, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within twelve (12) months after the date of Optionee's death or termination by reason of Disability (but not later than the termination date set forth in Section 6(a) above). In the case of death, the exercise may be made by Optionee's representative or by the person entitled thereto under Optionee's will or the laws of descent and distribution; provided that such representative or such person consents in writing to abide by and be subject to the terms of this Agreement and such writing is delivered to the Board. 9. Exercise Following Retirement. If Optionee's service with the Corporation terminates by reason of the voluntary retirement of employment upon attainment of 65 years of age and completion of 20 years of service, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within three (3) consecutive months after the date of Optionee's retirement (but not later than the termination date set forth in paragraph 6(a) above). 10. Time of Termination of Service. For the purposes of this Agreement, Optionee's service shall be deemed to have terminated on the earlier of (a) the date when Optionee's service in fact terminated or (b) the date when Optionee gave or received written notice that his service is to terminate. 11. Nontransferability. Unless the Corporation otherwise consents in writing, the option and all rights and privileges granted hereunder shall be non-assignable and non-transferable by Optionee, either voluntarily or by operation of law, except by will or by operation of the laws of descent and distribution, shall not be pledged or hypothecated in any way, and shall be exercisable during lifetime only by Optionee. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Corporation's option, shall cause all of Optionee's rights under this Agreement to terminate. All certificates representing shares of Stock purchased upon the exercise of the Option shall bear the following legend: CompReview, Inc. Stock Option Agreement -3- 4 "THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT." 12. Effect of Exercise. Upon exercise of all or any part of the Option, the number of shares of Stock subject to option under this Agreement shall be reduced by the number of shares with respect to which such exercise is made. 13. Method of Exercise. Each exercise of the Option shall be by means of a written notice of exercise in substantially the form prescribed from time to time by the Board delivered to the Secretary of the Corporation at its principal office and accompanied by payment in full of the Purchase Price for each share of Stock purchased under the Option. Such notice shall specify the number of shares of Stock with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than Optionee, such notice shall be accompanied by proof, reasonably satisfactory to the Corporation, of such person's right to exercise the Option. The Purchase Price specified in Section 3 above shall be paid in full upon the exercise of the Option (i) by cash, in United States dollars; by the surrender of Shares in good form for transfer, owned by the person exercising the Option and having a Fair Market Value on the date of exercise equal to the Purchase Price, or in any combination of cash and Shares, as long as the sum of the cash so paid and the Fair Market Value of the Shares so surrendered equals the Purchase Price; (ii) by cancellation of indebtedness owed by the Corporation to Optionee; or (iii) by any combination of the foregoing. 14. Withholding Taxes. If Optionee is an employee or former employee of the Corporation when all or part of the Option is exercised, the Corporation may require Optionee to deliver payment of any withholding taxes (in addition to the Option exercise price) in cash with respect to the difference between the Option exercise price and the Fair Market Value of the Stock acquired upon exercise. 15. Issuance of Shares. Subject to the foregoing conditions, the Corporation, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Corporation, or such other location as may be acceptable to the Corporation and such person, one or more certificates for the shares of Stock with respect to which the Option has been exercised. Such shares shall be fully paid and nonassessable and shall be issued in the name of such person. However, at the request of Optionee, such shares may be issued in the names of Optionee and his spouse (a) as joint tenants with right of survivorship, (b) as community property or (c) as tenants in common without right of survivorship. CompReview, Inc. Stock Option Agreement -4- 5 16. Limitation of Optionee's Rights. Neither Optionee nor any person entitled to exercise the Option shall be or have any of the rights of a shareholder of the Corporation in respect of any share issuable upon the exercise of the Option unless and until a certificate or certificates representing shares of Stock shall have been issued and delivered upon exercise of the Option in full or in part. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued. 17. Consent Required to Transfer. In connection with any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, including the Corporation's initial public offering, Optionee shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Stock purchased under the Option without the prior written consent of the Corporation or its underwriters. Such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Corporation or such underwriters. 18. Optionee's Covenants. During the term of Optionee's service with the Corporation, Optionee will not (i) undertake planning for or the organization of any business activity competitive with the Corporation's business or combine or cooperate with, or provided assistance to other employees or representatives of the Corporation's business for the purpose of organizing any such competitive business activity; (ii) directly or indirectly, engage in or have any interest in any corporation, partnership, proprietorship, firm, association, person, or other entity (collectively "Business Entity"), whether as an employee, officer, director, agent, security holder, creditor, consultant, contractor or otherwise, that provides goods or services which directly or indirectly compete with the Corporation's goods, services, or business; provided, however, that nothing herein shall prevent Optionee from owning less than 2% of the capital stock of any corporation whose common stock is traded on a national securities exchange or on NASDAQ; or (iii) directly or indirectly, either for Optionee's benefit of for that of any other Business Entity, divert or take away, or attempt to divert or take away, call on or solicit or attempt to call on or solicit, any of the Corporation's customers or clients. During the term of Optionee's service with the Corporation and for a period of two years thereafter, Optionee will not, directly or indirectly, or by action in concert with others (a) hire any person engaged by the Corporation in any capacity (as an employee, agent, independent contractor or otherwise), or (b) induce or influence (or seek to induce or influence) any person who is engaged in any capacity by the Corporation to terminate his or her engagement or employment with the Corporation. The covenants in this Section shall be construed as separate covenants covering their subject matter in each of the separate counties and states in the United States in which the Corporation transacts its business. To the extent that any covenant shall be judicially unenforceable in any one or more of such counties or states, it shall not be affected with respect to each other county and state, each covenant with respect to each county and state being construed as severable and independent. CompReview, Inc. Stock Option Agreement -5- 6 19. Not an Employment Contract. This Agreement is not an employment contract and nothing herein shall be deemed to create in any way whatsoever any obligation on the part of Optionee to continue in the employ of the Corporation, or of the Corporation to continue Optionee's employment with the Corporation. 20. Notices. Any notice to the Corporation contemplated by this Agreement shall be addressed to it in care of the Board; any notice to Optionee shall be addressed to him at the address on file with the Corporation on the date hereof or at such other address as Optionee may hereafter designate in a writing delivered to the Corporation as provided herein. 21. Interpretation. The interpretation, construction, performance and enforcement of this Agreement shall lie within the sole discretion of the Board, and the Board's determinations shall be conclusive and binding on all interested persons. 22. Attorney's Fees. In the event of any dispute concerning the subject matter hereof, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees in litigating or otherwise resolving the dispute. 23. Venue. Any action arising out of any dispute concerning the subject matter hereof shall be brought and maintained in a court of competent jurisdiction in the county in which the Corporation's principal place of business is located at the time of commencement of the action. 24. Enforcement. The parties agree that a breach of Optionee's covenants hereunder could not adequately by compensated in damages in an action at law and that the Corporation shall be entitled to injunctive relief, which may include, but shall not be limited to, restraining Optionee from taking any action that would breach this Agreement. No remedy conferred by this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter available at law or in equity. The election of any one or more remedies by the Corporation shall not constitute a waiver of the right to pursue other available remedies. 25. Governing Law. This Agreement has been made, executed and delivered in, and the interpretation, performance and enforcement hereof shall be governed by and construed under the laws of the State of California, without regard to such state's choice of laws or conflict of laws rules. 26. Entire Agreement. This Agreement and the Plan represents the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, representations and understandings. CompReview, Inc. Stock Option Agreement -6- 7 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Corporation by its duly authorized office, as the date first above written. CompReview, Inc., a California corporation By: ____________________________________ Lee Kaaren, Chairman of the Board "Optionee" ____________________________________ CompReview, Inc. Stock Option Agreement -7- 8 SCHEDULE 1 RIGHT TO EXERCISE 1. Subject to the conditions set forth in this Agreement, the Option shall become exercisable, and then only as to shares which shall have "vested" as provided in paragraph 2 below, upon the earlier to occur of: (a) a consolidation or merger of the Corporation with or into any other corporation or corporations, a sale, conveyance or disposition of all or substantially all of the assets of the Corporation, or the effectuation by the Corporation of a transaction or series of related transactions in which more than 50% of the voting power of the Corporation is disposed of; or (b) the closing of a public offering of the Common Stock of the corporation to the general public pursuant to a registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, in which the aggregate gross cash proceeds to the Corporation equal or exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) and the initial public offering price equals or exceeds Five Dollars ($5.00) per share of Common Stock. 2. The right to exercise the Option following the occurrence of one of the events specified in paragraph 1 above shall "vest" on the following dates in the percentages indicated, provided that Optionee is still an employee of the Corporation on the applicable vesting date: Percentage From To Exercisable - ---- -- ----------- [TO BE COMPLETED FOR EACH INDIVIDUAL OPTIONEE] EX-5.01 5 OPINION OF FENWICK & WEST LLP 1 EXHIBIT 5.01 OPINION OF FENWICK AND WEST LLP December 19, 1997 HNC Software Inc. 5930 Cornerstone Court West San Diego, California 92121-3728 Gentlemen/Ladies: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission (the "Commission") on or about December 19, 1997 in connection with the registration under the Securities Act of 1933, as amended, of: (i) an aggregate of 750,000 additional shares of the Common Stock, $0.001 par value (the "Common Stock") of HNC Software Inc, a Delaware corporation (the "Company"), subject to issuance by the Company under its 1995 Equity Incentive Plan, as amended through November 25, 1997 (the "HNC Plan"); and (ii) 195,419 shares of the Common Stock which are issuable upon the exercise of options originally granted by CompReview, Inc., a California corporation ("CompReview"), under the CompReview 1995 Stock Option Plan adopted effective October 16, 1995 (the "CompReview Plan") that have been assumed by the Company and converted into options to purchase shares of the Company's Common Stock (the "Assumed Options") pursuant to the Agreement and Plan of Reorganization dated as of July 14, 1997 (the "Merger Plan") among HNC, CompReview, FW1 Acquisition Corp. a Delaware corporation that was a wholly-owned subsidiary of HNC ("Sub"), and the shareholders of CompReview, the Agreement of Merger dated as of November 28, 1997 between CompReview and Sub (the "Merger Agreement", and, together with the Merger Plan, the "Merger Agreements"), and the Optionee Investment Representation Letters entered into in connection therewith between the Company and the holders of the Assumed Options (the "Option Letter Agreements"). In rendering this opinion, we have examined the following: (1) your registration statement on Form S-1 (File Number 33-91932) filed with and declared effective by the Commission on June 20, 1995, together with the Exhibits filed as a part thereof; (2) your registration statement on Form 8-A filed with the Commission on May 26, 1995, together with the order of effectiveness issued by the Commission therefor on June 20, 1995; (3) the Registration Statement, together with the Exhibits filed as a part thereof; (4) the HNC Plan and related award grant and exercise agreement forms; (5) the CompReview Plan and form of Stock Option grant; (6) the Merger Agreements and the Option Letter Agreements; (7) the Prospectuses prepared in connection with the Registration Statement; (8) the Restated Certificate of Incorporation of the Company filed with the Delaware Secretary of State on June 13, 1996 and the Bylaws of the Company, both as filed by the Company with its Report on Form 10-Q for the quarter ended June 30, 1996; 2 (9) the minutes of meetings and actions by written consent of the stockholders and Board of Directors of the Company that are contained in your minute books that are in our possession; (10) the stock records for the Company that you have provided to us (consisting of a list of stockholders issued by your transfer agent, Boston EquiServe LLP and a list of all holders of options and warrants to purchase the Company's capital stock that was prepared by you and dated December 18, 1997); (11) A report of the Inspector of Elections for the special meeting of the Company's stockholders held on November 25, 1997; and (12) a Management Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual and other representations. In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the legal capacity of all natural persons executing the same, the lack of any undisclosed terminations, modifications, waivers or amendments to any documents reviewed by us and the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from records included in the documents referred to above. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non- existence of any other factual matters; however, we are not aware of any facts that would lead us to believe that the opinion expressed herein is not accurate. Our opinion in paragraph 1 below is given on the assumption that the 750,000 shares of Common Stock of the Company referred to in such paragraph may not be issued and sold by the Company in accordance with the HNC Plan unless and until such shares, at the time in question, are (i) explicitly reserved and available for issuance under the HNC Plan or (ii) become issuable under the HNC Plan in the future by virtue of the terms of Section 2.1 of the HNC Plan, which provide that certain shares issuable upon exercise of stock options granted under the Prior Plan (as the term is defined in the HNC Plan) that expire or become unexercisable without having been exercised are available for grant and issuance under the HNC Plan. Based upon the foregoing, it is our opinion that: 1. The 750,000 additional shares of Common Stock that may be issued and sold by you upon the exercise of stock options, the purchase of restricted stock or awards of stock bonuses awarded or to be awarded under the HNC Plan, when issued and sold in accordance with the HNC Plan and the stock option, restricted stock purchase agreement or stock bonus agreements to be entered into thereunder, and in the manner referred to in the relevant Prospectus associated with the HNC Plan and the Registration Statement, will be validly issued, fully paid and nonassessable. 2. The 195,419 shares of Common Stock that may be issued and sold by the Company pursuant to exercise of the Assumed Options, when issued and sold in the manner referred to in the Prospectus associated with the Assumed Options and the Registration Statement and in accordance with the CompReview Plan pursuant to which the Assumed Options were granted, will be validly issued, fully paid and nonassessable. 3 We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto. This opinion speaks only as of its date and is intended solely for the your use as an exhibit to the Registration Statement for the purpose of the above issuance of securities referred to in the above opinions and is not to be relied upon for any other purpose. Very truly yours, /s/ FENWICK & WEST LLP EX-23.02 6 CONSENT OF PRICE WATERHOUSE LLP 1 Exhibit 23.02 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 21, 1997 appearing on page 11 of HNC Software Inc.'s Annual Report on Form 10-K/A--Amendment No. 2 for the year ended December 31, 1996. We also consent to the incorporation by reference of our report dated January 21, 1997, except as to the pooling of interests with CompReview, Inc., which is as of November 28, 1997, which appears on page 28 of the Current Report on Form 8-K dated November 28, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 65 of such Current Report on Form 8-K. PRICE WATERHOUSE LLP San Diego, California December 18, 1997 EX-23.03 7 CONSENT OF DELOITTE & TOUCHE LLP 1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of HNC Software, Inc. on Form S-8 of our report dated January 30, 1997, appearing in the current report on Form 8-K of HNC Software, Inc. filed on December 15, 1997. DELOITTE & TOUCHE LLP Costa Mesa, California December 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----