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Fair Isaac - Employee Stock Purchase Plan
FAIR, ISAAC AND COMPANY, INCORPORATED
1999 Employee Stock Purchase Plan
EXHIBIT 10.2
FAIR, ISAAC AND COMPANY, INCORPORATED
1999 Employee Stock Purchase Plan
1. Purpose.................................................................1
2. Definitions.............................................................1
3 Eligibility.............................................................3
4. Offering Periods........................................................3
5. Participation...........................................................3
6 Payroll Deductions......................................................4
7. Grant of Options........................................................5
8. Exercise of Option......................................................5
9 Delivery of Shares; Participant Accounts................................5
10. Withdrawal of Payroll Deductions or Shares; Termination of Employment...6
11. Interest................................................................7
12. Stock...................................................................7
13. Administration..........................................................7
14. Designation of Beneficiary..............................................8
15. Transferability.........................................................8
16. Use of Funds............................................................8
17. Reports.................................................................9
18. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale....................................................9
19. Amendment or Termination................................................9
20. Notices................................................................10
21. Conditions Upon Issuance of Shares.....................................10
22. Plan Effective Date and Stockholder Approval...........................10
(i)
FAIR, ISAAC AND COMPANY, INCORPORATED
1999 Employee Stock Purchase Plan
1. Purpose. The purpose of this 1999 Employee Stock Purchase Plan (the "Plan") is to provide employees of Fair, Isaac and Company, Incorporated (the "Company") and its Designated Subsidiaries with an opportunity to purchase Stock of the Company through accumulated payroll deductions, enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company's stockholders. It will also provide a benefit that will assist the Company in competing to attract and retain employees of high quality. It is the intention of the Company that the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code. Accordingly, the provisions of the Plan shall be construed in a manner consistent with the requirements of that Section of the Code.
2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms as defined in Section 1 hereof:
(a) "Account" means the account maintained on behalf of
the participant by the Custodian for the purpose of
investing in Stock and engaging in other transactions
permitted under the Plan.
(b) "Administrator" means the person or persons
designated to administer the Plan under Section
13(a).
(c) "Board" means the Company's Board of Directors.
(d) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, including regulations
thereunder and successor provisions and regulations
(e) "Committee" means the Compensation Committee of the
Company's Board of Directors.
(f) "Compensation" means all gross earnings and
commissions, including payments for overtime, shift
premium, incentive compensation, incentive payments,
bonuses and other cash compensation, but excluding
grants of options , restricted stock, stock
appreciation rights and payments for severance.
(g) "Custodian" means a custodian or any successor
thereto as appointed by the Board from time to time.
(h) "Designated Subsidiaries" means the Subsidiaries
which have been designated by the Board from time to
time in its sole discretion as eligible to have their
Employees participate in the Plan.
(i) "Employee" means any individual who is a common law
employee of the Company or a Designated Subsidiary.
(j) "Enrollment Date" means the first day of the next
Offering Period.
(k) "Exercise Date" means the last day of each Offering
(l) "Fair Market Value" means the fair market value of a
share of Stock as determined by the Committee or
under procedures established by the Committee. Unless
otherwise determined by the Committee, the Fair
Market Value of Stock as of any given date shall be
the last trade price of a share of Stock reported on
a consolidated basis for securities listed on the New
York Stock Exchange for trades on the date as of
which such value is being determined or, if that day
is not a Trading Day, then on the latest previous
Trading Day.
(m) "Offering Period" means the approximately six-month
periods commencing (a) on the first Trading Day on or
after January 1 and terminating on the last Trading
Day in the following June, and (b) on the first
Trading Day on or after July 1 and terminating on the
last Trading Day in the following December. The
beginning and ending dates and duration of Offering
Periods may be changed pursuant to Section 4 of the
(n) "Purchase Price" means an amount equal to 85% of the
Fair Market Value of a share of Stock on the
Enrollment Date or 85% of the Fair Market Value of a
share of Stock on the Exercise Date, whichever is
(o) "Reserves" means the number of shares of Stock
covered by all options under the Plan which have not
yet been exercised and the number of shares of Stock
which have been authorized for issuance under the
Plan but which have not yet become subject to
(p) "Stock" means the Company's Common Stock, and such
other securities as may be substituted (or
resubstituted) for Stock pursuant to Section 18
(q) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations
beginning with the Company if 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 the chain.
(r) "Trading Day" means a day on which the New York Stock
Exchange is open for trading.
3. Eligibility.
(a) All Employees (as determined in accordance with
Section 2(i) hereof) of the Company or a Designated
Subsidiary on a given Enrollment Date shall be
eligible to participate in the Plan.
(b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an
option under the Plan (i) to the extent that,
immediately after the grant, such Employee (or any
other person whose Stock would be attributed to such
Employee pursuant to Section 424(d) of the Code)
would own capital stock and/or hold outstanding
options to purchase such stock possessing 5% or more
of the total combined voting power or value of all
classes of the capital stock of the Company or of any
Subsidiary, or (ii) to the extent that his or her
rights to purchase stock under all employee stock
purchase plans of the Company and its Subsidiaries
accrue at a rate which exceeds $25,000 worth of stock
(determined at the fair market value of the shares at
the time such option is granted) for each calendar
year in which such option is outstanding at any time.
(c) All participants in the Plan shall have equal rights
and privileges (subject to the terms of the Plan)
with respect to options outstanding during any given
Offering Period.
4. Offering Periods. The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after January 1 and July 1 of each year following the initial Offering Period, or on such other date as the Committee shall determine, and continuing thereafter until terminated in accordance with Section 19 hereof. The Committee shall have the power to change the beginning date, ending date, and duration of Offering Periods with respect to future offerings without stockholder approval if such change is announced at least five days prior to the scheduled beginning of the first Offering Period to be affected thereafter, provided that Offering Periods will in all cases comply with applicable limitat