Exhibit 10.15

CARREKER CORPORATION    SENIOR EXECUTIVEEMPLOYMENT AGREEMENT

This
Employment Agreement (the "Agreement") is dated as of November 15, 2004, between Carreker Corporation, a Delaware corporation with its principal executive offices at 4055
Valley View Lane, Suite 1000, Dallas, Texas 75244 (the "Company"), and Suzette Massie (the "Executive") who resides at 4517 Voyager Drive, Frisco, Texas 75034.

W I T N E S S E T H:

WHEREAS, the Executive and the Company desire to define the terms of the employment of the Executive with the Company;

NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and subject to the terms and conditions hereinafter set forth, the parties hereto agree as follows:

In
addition to the words and terms elsewhere defined in this Agreement, the following words and terms as used herein shall have the following meanings, unless the context or use
indicates a different meaning:



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The
Company hereby employs the Executive and the Executive hereby accepts employment on the terms and conditions set forth herein.

Subject
to the provisions of termination as provided in Section 9 of this Agreement, the term of this Agreement shall commence on the first day of Executive's employment and shall
terminate on date three (3) years thereafter, unless sooner terminated as provided for herein (the "Employment Period"). This Agreement shall automatically renew for consecutive
one-year periods unless either party terminates this Agreement pursuant to Section 9.1.

(a)   For
all services rendered by the Executive under this Agreement, the Company shall pay the Executive a base salary as established each fiscal year by the Chairman or
Board of Directors ("Base Salary"), payable in accordance with the Company's customary payroll practices.

(b)   The
Executive shall be entitled to participate in any employee bonus plan or arrangement made available by the Chairman or Board of Directors in the future to its
executive officers, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement ("Targeted Bonus").

(c)   The
Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement (collectively referred to as "Benefits") made
available by the Company in the future to its executive officers and key management personnel, subject to and on a basis consistent with the terms, conditions and overall administration of such plan
or arrangement. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive
pursuant to Subsection 4(a) and 4(b).

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The
Executive's position (including status, offices, titles and reporting requirements), authority, duties an responsibilities shall be at least commensurate in all material respects
with the most significant of those held, exercised and assigned at any time immediately preceding the date of this Agreement and (B) the Executive's services shall be performed at the location
where the Executive was employed immediately preceding the date of this Agreement or any office or location less than 35 miles from such location. The precise services of the Executive may be extended
or curtailed from time to time at the direction of the Chairman or Board of Directors of the Company.

During
the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during
normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive's reasonable
best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Executive to (A) serve on corporate,
civic or charitable boards or committees, and (B) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive's responsibilities
as an employee of the Company in accordance with this Agreement.

If
the Executive is unable to perform his/her services by reason of illness or incapacity for a continuous period in excess of six months, unless otherwise required by the provisions of
Sections 10 or 25 of this Agreement, compensation otherwise payable by the Company shall cease and any future payments to the Executive shall be subject to the terms and provisions of
long-term disability insurance coverage, if any, maintained by the Company. Notwithstanding anything herein to the contrary, the Chairman or Board of Directors of the Company may terminate
the Executive's employment with the Company under this Agreement at any time after the Executive shall be absent from his/her employment, for whatever reason, for a continuous period of more than six
months, and, except for any obligations of the Company under Sections 10, 24, and 27 of this Agreement, all other obligations of the Company hereunder shall cease upon such termination.

If
the Executive dies during the term of his/her employment, the Company shall pay to such person as the Executive shall designate in a notice filed with the Company, or, if no such
person shall be designated, to his/her estate as a lump sum death benefit, all earned and unpaid base salary, prorated bonuses (if any) for that portion of the year of his/her death during which he
worked, other bonuses (if any) accrued and payable, and accrued benefits, all as of the date of his/her death, in addition to any payments the Executive's spouse, beneficiaries, or estate may be
entitled to receive pursuant to any pension or employee benefit plan or life insurance policy which may be maintained by the Company, and such payments shall fully discharge the Company's obligations
hereunder.

9.1Termination Prior to the Triggering Date.



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9.2Termination After the Triggering Date.



If
the Executive's employment with the Company is terminated (whether such termination is by the Executive or by the Company) at any time on or within three years after the Triggering
Date for any reason other than (a) termination by the Company for Cause, (b) the Executive having reached the age of 65, or (c) the Executive's death, then, within five days after
the date of such termination, the Company shall pay the Executive a lump sum amount in cash equal to one times the Executive's annualized includable compensation (within the meaning of
Section 280G(d)(1) of the Internal Revenue Code of 1986, as amended) from the Company during the period consisting of the five full taxable years of the Executive ending immediately prior to
the year in which the Triggering Date occurred (or such portion of such period during which the Executive was an Executive of the Company). In addition all stock options or restricted stock awarded to
the Executive by the Company shall become 100% vested and exercisable, and shall remain exercisable for a period of twelve (12) months after the Executive's date of termination.

On
the Triggering Date or as soon thereafter as the Company knows of the occurrence of a Triggering Event, the Company shall transfer cash to the Irrevocable Trust created by the
Irrevocable Trust Agreement, an executed copy of which is attached hereto as Exhibit A, in an amount no less than the total amount which would be payable to the Executive pursuant to
Section 10 of this Agreement as if the Executive's employment terminated on the Triggering Date. The Company shall take whatever steps are necessary to maintain the trust established pursuant
to the Irrevocable Trust Agreement and shall comply with the terms of the Irrevocable Trust Agreement both before and after the Triggering Date and until the Irrevocable Trust terminates by its own
terms.

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The
Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment
provided for in this Agreement be reduced by any compensation earned by the Executive as the result of employment by another employer after the date of termination of Executive's employment with the
Company, or otherwise.

13.1.Covenant Not to Compete.



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13.2.Enforcement.



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13.3.Confidential Information.The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in
violation of this Agreement). After termination of the Executive's employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be
required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it. In no event shall an asserted violation of
the provisions of this Section 13(c) constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

This
Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and
understandings relating to such subject matter, and may be modified or amended only by an instrument in writing signed by the parties hereto.

This
Agreement is executed and delivered in the State of Texas and shall be governed, construed, and enforced in accordance with the laws of the State of Texas.

This
Agreement is personal to the parties, and neither this Agreement nor any interest herein may be assigned (other than by will or by the laws of descent and distribution) without the
prior written consent of the parties hereto nor be subject to alienation, anticipation, sale, pledge, encumbrance, execution, levy, or other legal process of any kind against the Executive or any of
his/her beneficiaries or any other person. Notwithstanding the foregoing, but subject to satisfaction of the Company's obligation to fund the Irrevocable Trust as provided in Section 11, the
Company shall be permitted to assign this Agreement to any corporation or other business entity succeeding to substantially all of the business and assets of the Company by merger, consolidation, sale
of assets, or otherwise, but only if by written agreement the Company's successor assumes in full all of the Company's obligations under this Agreement. From and after assignment of this Agreement by
the Company in accordance with the foregoing provisions, a Triggering Event shall be deemed to have occurred. Failure by the Company to obtain such assumption prior to the effectiveness of such
succession shall be a breach of this Agreement and shall entitle the Executive to immediately receive compensation under this Agreement from the Company and from the Company's successor in the same
aggregate amount and on the same terms as he would be entitled to hereunder if he had voluntarily terminated his/her employment with the Company for Good Reason after the Triggering Date, and, for
purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Triggering Date.

Subject
to the provisions of Section 16 of this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the Company and the Executive and their
respective representatives, successors, and assigns.

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All
references to "Sections" and "Subsections" contained herein are, unless specifically indicated otherwise, references to sections and subsections of this Agreement. Whenever herein
the singular number is used, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate.

No
waiver of any right under this Agreement shall be deemed effective unless the same is set forth in writing and signed by the party giving such waiver, and no waiver of any right shall
be deemed to be a waiver of any such right in the future.

Except
as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and will be deemed to be delivered when deposited in
the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at the respective addresses set forth herein, or at such other addresses as
may have theretofore been specified by written notice delivered in accordance herewith.

The
parties hereto covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the
terms of this Agreement.

The
headings used in this Agreement are used for reference purposes only and do not constitute substantive matter to be considered in construing the terms of this Agreement.

Any
clause, sentence, provision, section, subsection, or paragraph of this Agreement held by a court of competent jurisdiction to be invalid, illegal, or ineffective shall not impair,
invalidate, or nullify the remainder of this Agreement, but the effect thereof shall be confined to the clause, sentence, provision, section, subsection, or paragraph so held to be invalid, illegal,
or ineffective.

Anything
in this Agreement to the contrary notwithstanding, no provision of this Agreement is intended, nor shall it be construed, to reduce or in any way restrict any benefit to which
the Executive may be entitled under any agreement, plan, arrangement, or program providing benefits for the Executive.

This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. The terms of
this Agreement shall become binding upon each party from and after the time that he or it executed a copy hereof. In like manner, from and after the time that any party executes a consent or other
document, such consent or other document shall be binding upon such parties.

The
Company may withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as shall be required pursuant to any law or government regulation or
ruling.

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The
Company shall pay and be responsible for all legal fees and expenses which the Executive may incur as a result of the Company's failure to perform under this Agreement or as a result
of the Company or any successor contesting the validity or enforceability of this Agreement.

Except
with respect to any claim against or debt or other obligation of the Executive properly recorded on the books and records of the Company prior to the Triggering Date, there shall
be no right of set off or counterclaim against, or delay in, any payment by the Company to the Executive or his/her beneficiaries provided for in this Agreement in respect of any claim against or debt
or other obligation of the Executive, whether arising hereunder or otherwise.

IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written.

| |  | CARREKER CORPORATION
| |  | --------------------
| |  | By:                 
| |  |                     

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