Exhibit 10.11**EMPLOYMENT AGREEMENT**     **This Employment Agreement**(“Agreement”) is entered into as of May 29, 2001 byand between **Gary Palmer**(“Executive”) and **Wildcard Systems, Inc.,**a Floridacorporation (the “Company”).     **1. ****Employment by the Company.**          **1.1 Title and Responsibilities.**Subject to the terms set forth herein, theCompany agrees to continue to employ Executive in the position of Chief OperatingOfficer and Executive hereby accepts such continued employment effective as of May 29,2001 (the “Employment Date”). Executive shall also continue to be entitled to be amember of the Company’s Board of Directors (the “Board”) for the entire term of thisAgreement. Executive shall report to the President & CEO and shall perform such dutiesas are assigned to him from time to time by the President & CEO, consistent with theBylaws of the Company. Executive agrees that he will devote his best efforts andsubstantially all of his business time and attention (except for vacation periods andreasonable periods of illness or other incapacity permitted by the Company’s generalemployment policies) to the business of the Company.          **1.2 Term.**The term of this Agreement shall commence on theEmployment Date and shall continue until the date when Executive’s employmentterminates pursuant to Section 4.1, 4.2, 4.3, 4.4, 4.5 or 5.3.          **1.3 Company Employment Policies.**Executive’s employmentrelationship with the Company shall also be governed by the general employment policiesand procedures of the Company, including those relating to protection of confidentialinformation and assignment of inventions, except that when the terms of this Agreementdiffer from or are in conflict with the Company’s general employment policies orprocedures, this Agreement shall control.     **2. ****Compensation and Benefits.**          **2.1 Salary.**For services rendered hereunder, Executive shall receive anannual base salary of one hundred sixty five thousand dollars ($165,000) (“Base Salary”),less standard withholdings and deductions, payable in accordance with the Company’sstandard payroll procedures. Executive will be considered for annual changes in BaseSalary in accordance with Company policy and subject to review and approval by theBoard.          **2.2 Bonus.**For calendar year 2001, Executive shall be eligible toreceive a cash bonus (the “Bonus”) in the amount of fifty percent (50%) of Base Salary ifExecutive’s performance meets targets established by the Board, plus a potential additionalamount of up to fifty percent (50%) of Base Salary for performance that exceeds suchtargets to the extent established by the Board. Such Bonus shall be paid in accordancewith the Company’s standard practice and shall be subject to standard withholdings and
 

 
deductions, but in any event shall require that Executive remain employed by the Company forthe entire calendar year with respect to which the Bonus is payable. The Board shall review andestablish on an annual basis the amount and criteria used for determining payment of such Bonus.          **2.3 Stock Options.**                    **(a)**Upon commencement of the term of this Agreement and subject to approval by the Board,the Company shall grant Executive an option to purchase three hundred thousand (300,000) sharesof the Company’s Common Stock, as provided in the Company’s applicable stock option plan (the“Option Plan”). The option shall have an exercise price of $1.00 per share, which represents thefair market value of the shares on the date of grant, as determined by the Board. The optionshall be subject to a five-year vesting period, commencing on April 1, 2001, and shall vest inequal portions on a monthly basis during such five-year vesting period, provided that Executiveremains employed by the Company. The option, if approved by the Board, shall be subject to theterms and conditions of the Option Plan, any amendments thereto, and the corresponding stockoption agreement with Executive.          **2.4 Standard Company Benefits.**Executive shall be entitled to allrights and benefits for which he is eligible under the terms and conditions of the standardCompany benefits and compensation plans which may be in effect from time to time andprovided by the Company to its executive level employees generally.          **2.5 Business Expense Reimbursement.**The Company shall reimburseExecutive for all reasonable travel, entertainment or other expenses incurred by Executivein furtherance of or in connection with the performance of his duties hereunder, inaccordance with the Company’s expense reimbursement policy as in effect from time totime.          **2.6 Indemnification.**Executive shall receive indemnification as acorporate officer and director of the Company to the maximum extent extended to the otherofficers and directors of the Company. Executive may be required to enter into anindemnification agreement with the Company, pursuant to which the Company agrees toadvance any expenses for which indemnification is available to the extent allowed byapplicable law.     **3. ****Other Duties and Agreements.**          **3.1 Nondisclosure.**During the term of this Agreement and thereafter, Executive shall not,without the prior written consent of the Board, disclose or use for any purpose (except in thecourse of his employment under this Agreement and in furtherance of the business of the Company)confidential information or proprietary data of the Company, except as required by applicable lawor legal process, in which case promptly and before disclosure Executive shall give notice to theCompany of any such requirement or process; provided, however, that confidential information shallnot include any information available from another source on a nonconfidential basis, knowngenerally to the public, or ascertainable from public or published information (other than as aresult of unauthorized disclosure by Executive). Executive agrees to deliver to the Company at the
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termination of his employment, or at any other time the Company may request, all memoranda,notes, plans, records, reports and other documents (and copies thereof) relating to the businessof the Company, which he may then possess or have under his control.          **3.2 Noncompetition.**During Executive’s employment by theCompany, except on behalf of the Company, Executive may not directly or indirectly,whether as an officer, director, stockholder, partner, proprietor, associate, representative,consultant, or in any capacity whatsoever engage in, become financially interested in, beemployed by or have any business connection with any other person, corporation, firm,partnership or other entity whatsoever known by Executive to compete directly with theCompany, anywhere in the world, in any line of business engaged in (or planned to beengaged in) by the Company; provided, however, that anything above to the contrarynotwithstanding, Executive may own, as a passive investor, securities of any competitorcorporation, provided that Executive’s direct holdings in any one such corporation shallnot in the aggregate constitute more than one percent (1%) of the voting stock of suchcorporation.          **3.3 Other Agreements.**Executive shall from time to time execute anddeliver to Company such agreements, documents and instruments as the Company mayreasonably require, including, without limitation, confidentiality, trade secret, inventionassignment and other agreements.          **3.4 Outside Activities.**Except with the prior written consent of theBoard, Executive may not, during his employment with the Company, undertake or engagein any other employment, occupation or business enterprise, other than ones in which he isa passive investor or is currently engaged as previously disclosed to the Board. Executivemay accept speaking or presentation engagements in exchange for honoraria and mayengage in civic and not-for-profit activities, provided that such activities do not materiallyinterfere with the performance of his duties hereunder.          **3.5 Investments and Interests.**Except as permitted by Section 3.4,Executive agrees not to acquire, assume or participate in, directly or indirectly, anyposition, investment or interest known by Executive to be adverse or antagonistic to theCompany, its business or prospects, financial or otherwise.          **3.6 Prior Agreements.**Executive represents and warrants that hisemployment by the Company will not conflict with and will not be constrained by anyprior agreement or relationship with any third party. Executive represents and warrantsthat he will not disclose to the Company or use on behalf of the Company any confidentialinformation governed by any agreement with any third party except in accordance with anagreement between the Company and any such third party. During Executive’semployment by the Company, Executive may use, in the performance of his duties, allinformation generally known and used by persons with training and experience comparableto his own and all information which is common knowledge in the industry or otherwiselegally in the public domain.
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     **4.** **Termination Of Employment.**          **4.1 At-Will Employment.**Executive’s relationship with the Companyis at-will. Both Executive and the Company shall have the right to terminate Executive’semployment with the Company at any time with or without Cause and with or withoutnotice.          **4.2 Termination by Company for Cause.**If the Company terminatesExecutive’s employment at any time for Cause (as defined below), Executive’s salary shallcease on the date of termination and Executive shall not be entitled to severance pay, payin lieu of notice or any other such compensation other than payment of accrued but unpaidBase Salary, earned but unpaid Bonus and such other benefits as expressly required in suchevent by applicable law or the terms of applicable benefit plans. All stock options held byExecutive shall cease vesting as of the date of termination and shall be exercisablethereafter only pursuant to the terms of the Option Plan and corresponding stock optionagreements.               **(a) Definition of Cause.**For purposes of this Agreement, “Cause” shall mean the occurrence ofone or more of the following: (i) Executive’s conviction of any felony or of any crime involvingdishonesty; or (ii) Executive’s participation in any fraud against the Company. Executive’sdisability or death shall not constitute Cause hereunder.          **4.3 Voluntary Resignation.**Executive may voluntarily terminate hisemployment with the Company at any time with or without notice, and with or withoutGood Reason (as defined below). In the event that Executive voluntarily terminates hisemployment (other than for Good Reason following a Change in Control, as provided inSection 5.3), he will not be entitled to severance pay, pay in lieu of notice or any othersuch compensation other than payment of accrued but unpaid Base Salary, earned butunpaid Bonus and such other benefits as expressly required in such event by applicable lawor the terms of applicable benefit plans. All stock options held by Executive shall ceasevesting as of the date of termination and shall be exercisable thereafter only pursuant to theterms of the Option Plan and corresponding stock option agreements.          **4.4 Termination for Death or Disability.**Executive’s employmentwith the Company shall be terminated in the event of his death or in the event of anydisability that renders Executive physically or mentally unable regularly to perform hisduties hereunder for a period in excess of one hundred twenty (120) consecutive days ormore than one hundred eighty (180) days in any consecutive twelve (12) month period.The determination regarding whether Executive is physically or mentally unable regularlyto perform his duties shall be made by the Board. In the event that Executive’semployment with the Company is terminated for death or disability as described in thisSection 4.4, Executive and his heirs, successors, and assigns shall not receive anycompensation or benefits other than payment of accrued but unpaid Base Salary, earnedbut unpaid Bonus and such other benefits as expressly required in such event by applicablelaw or the terms of applicable benefit plans. Upon the date that Executive is terminatedbecause of such death or disability, all outstanding stock options held by Executive shallhave their vesting accelerated such that all options which otherwise would have beenvested within twelve (12) months of the date of termination had Executive continued to
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provide services to the Company during that period shall be fully vested and exercisable asof the date of termination.          **4.5 Termination without Cause.**In the event that the Company terminates Executive’semployment without Cause, Executive shall be entitled to receive the following benefits:               **(a) **The Company shall pay to Executive his accrued but unpaidBase Salary, earned but unpaid Bonus and such other benefits as expressly required in suchevent by applicable law or the terms of applicable benefit plans.               **(b) **Upon the effective date of the release described in Section 6,the Company shall pay to Executive an amount equal to twelve (12) months of his thencurrent Base Salary, less standard withholdings and deductions.               **(c) **Upon the effective date of the release described in Section 6,all outstanding stock options shall have their vesting accelerated such that all optionswhich otherwise would have been vested within twelve (12) months of the date oftermination had Executive continued to provide services to the Company during thatperiod shall be fully vested and exercisable as of the date of termination.     **5. ****Change in Control.**          **5.1 Definition of Change in Control.**For purposes of this Agreement,“Change in Control” means the occurrence of any of the following:               **(a) **a sale of substantially all of the assets of the Company;               **(b) **a merger or consolidation in which the Company is not thesurviving corporation (other than a merger or consolidation in which stockholders of theCompany immediately before the merger or consolidation have, immediately after themerger or consolidation, greater than 50% of the stock voting power of the survivingcorporation);               **(c) **a reverse merger in which the company is the survivingcorporation but the shares of the Company’s common stock outstanding immediatelypreceding the merger are converted by virtue of the merger into other property, whether inthe form of securities, cash or otherwise (other than a reverse merger in which stockholdersof the Company immediately before the merger have, immediately after the merger, greaterthan 50% of the stock voting power of the Company or a parent corporation of theCompany); or               **(d) **any transaction or series of related transactions in which inexcess of 50% of the Company’s voting power is transferred.          **5.2 Definition of “Good Reason.”**For purposes of this Agreement,“Good Reason” shall mean any one of the following events that occurs withoutExecutive’s written consent on or after the effective date of a Change in Control: (i) anyreduction of Executive’s then existing annual Base Salary by more than ten percent (10%);
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(ii) any material reduction in the package of benefits and incentives, taken as a whole,provided to Executive (except that employee contributions may be raised to the extent of any costincreases imposed by third parties); (iii) any material diminution of Executive’s duties,responsibilities or authority, provided that a change in Executive’s reporting relationshipsshall not constitute such a material diminution; (iv) any request that Executive relocate to awork site that would increase his one-way commute distance by more than thirty-five (35) milesfrom his then principal residence, unless Executive accepts such relocation opportunity; or (v)any material breach by the Company of its obligations under this Agreement that is not remediedby Company within thirty (30) days of written notice of such breach from Executive.          **5.3 Termination Following a Change in Control,**in the event that within eighteen (18) monthsfollowing the effective date of a Change in Control, Executive’s employment with the Company isterminated without Cause or Executive resigns for Good Reason (each a “Change in ControlTermination”), Executive shall be entitled to receive the following benefits in lieu of anybenefits under Section 4 of this Agreement:               **(a) **The Company shall pay to Executive his accrued but unpaidBase Salary, earned but unpaid Bonus and such other benefits as expressly required in suchevent by applicable law or the terms of applicable benefit plans.               **(b) **Upon the effective date of the release described in Section 6,the Company shall pay to Executive a lump sum amount an amount equal to twelve (12)months of his then current Base Salary, less standard withholdings and deductions.               **(c) **Upon the effective date of the release described in Section 6,the Company shall pay to Executive an amount equal to his then current Bonus, assumingperformance at target for the year in which such termination occurs, less standardwithholdings and deductions.               **(d) **Upon the effective date of the release described in Section 6,all outstanding stock options held by Executive shall become fully vested and immediatelyexercisable as of the date of the Change in Control Termination.               **(e) **If any payment, distribution or benefit Executive wouldreceive from the Company or otherwise, but determined without regard to any additionalpayment required under this Section 5.3(e), pursuant to a Change in Control of theCompany (“Payment”), would (i) constitute a “parachute payment” within the meaning ofSection 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) besubject to the excise tax imposed by Section 4999 of the Code or any interest or penaltiespayable with respect to such excise tax (such excise tax, together with any such interestand penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executiveshall be entitled to receive from the Company an additional payment (the “Gross-UpPayment”) in an amount that shall fund the payment by Executive of any Excise Tax onthe Payment as well as all income and employment taxes imposed on the Gross-UpPayment, any Excise Tax imposed on the Gross-Up Payment and any interest or penaltiesimposed with respect to income and employment taxes imposed on the Gross-Up Payment.
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     The accounting firm engaged by the Company for general audit purposes as of the dayprior to the effective date of the Change in Control shall perform the foregoing calculations. Ifthe accounting firm so engaged by the Company is serving as accountant or auditor for theindividual, entity or group effecting the Change in Control, the Company shall appoint anationally recognized accounting firm to make the determinations required hereunder. The Companyshall bear all expenses with respect to the determinations by such accounting firm required to bemade hereunder.     The accounting firm engaged to make the determinations hereunder shall provide itscalculations, together with detailed supporting documentation, to the Company and Executivewithin fifteen (15) calendar days after the date on which Executive’s right to a Payment istriggered (if requested at that time by the Company or Executive) or such other time as requestedby the Company or Executive. If the accounting firm determines that no Excise Tax is payable withrespect to a Payment, it shall furnish the Company and Executive with an opinion reasonablyacceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any goodfaith determinations of the accounting firm made hereunder shall be final, binding and conclusiveupon the Company and Executive.          **6.****Release.**Upon Executive’s termination of employment, he shall enterinto and execute a release substantially in the form attached hereto as Exhibit A (the“Release”), as a condition of his receipt of any severance benefits provided under thisAgreement. Additionally, unless the Release is executed by Executive and becomes fullyeffective under the terms set forth in the Release, Executive’s stock options will not beaccelerated as provided in this Agreement and in such event, Executive may exercise hisstock options following the date of his termination only to the extent provided under theoptions’ original terms in accordance with the Option Plan and corresponding optionagreements.          **7.****General Provisions.**          **7.1 Severability.**Whenever possible, each provision of this Agreementwill be interpreted in such manner as to be effective and valid under applicable law, but ifany provision of this Agreement is held to be invalid, illegal or unenforceable in anyrespect under any applicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability will not affect any other provision or any other jurisdiction, but suchinvalid, illegal or unenforceable provision will be reformed, construed and enforced insuch jurisdiction so as to render it valid, legal, and enforceable consistent with the intentof the parties insofar as possible.          **7.2 Successors and Assigns.**This Agreement is intended to bind andinure to the benefit of and be enforceable by Executive, the Company and its respectivesuccessors, assigns, heirs, executors and administrators, except that Executive may notassign any of his duties or rights hereunder without the written consent of the Company,which shall not be withheld unreasonably.          **7.3 Notices.**Any notices provided hereunder must be in writing, andsuch notices or any other written communication shall be deemed effective upon the earlierof personal delivery (including personal delivery by facsimile) or the third (3rd) day after
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mailing by first class mail, to the Company at its primary office location and to Executiveat Executive’s address as listed in the Company’s payroll records. Any payments made by theCompany to Executive under the terms of this Agreement shall be delivered to Executive either inperson or at the address as listed in the Company’s payroll records.          **7.4 Headings.**The headings of the Sections hereof are inserted forconvenience only and shall not be deemed to constitute a part hereof nor to affect themeaning thereof.          **7.5 Non-Publication.**The parties mutually agree not to disclosepublicly the terms of this Agreement except to the extent that disclosure is mandated byapplicable law, standard or required corporate reporting, or disclosure is made to theparties’ respective advisors and agents *(e.g.,*attorneys, accountants).          **7.6 Governing Law.**All questions concerning the construction,validity and interpretation of this Agreement will be governed by the law of the State ofFlorida, as applied to contracts made and to be performed entirely within the State ofFlorida.     **In Witness Whereof,**each of the parties has executed this Agreement, in the case ofthe Company by its duly authorized officer, as of the day and year first above written.   /s/ Gary Palmer **WildCard Systems, Inc.**   **Gary Palmer**     Date: June 7, 2001 /s/ Larence Park     **Larence Park**     Title: President & CEO     Date: 6-7-01
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**EXHIBIT B****RELEASE AGREEMENT**     In consideration of the benefits I will receive under my Employment Agreementwith the Company (the “Agreement”) dated May      , 2001, to which I would nototherwise be entitled, I hereby agree as follows:     I acknowledge that I have read and understand Section 1542 of the California Civil Codewhich reads as follows: **“A general release does not extend to claims which the creditor does notknow or suspect to exist in his favor at the time of executing the release, which if known by himmust have materially affected his settlement with the debtor.”**I hereby expressly waive andrelinquish all rights and benefits under that section and any law of any jurisdiction of similareffect with respect to my release of any claims I may have against the Company.     Except as otherwise set forth in this Release, I hereby release, acquit and forever dischargethe Company, its parents, subsidiaries and affiliates, and their officers, directors, agents,servants, employees, shareholders, successors, assigns and affiliates, of and from any and allclaims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages,indemnities and obligations of every kind and nature, in law, equity, or otherwise, known andunknown, suspected and unsuspected, disclosed and undisclosed (other than any claim forindemnification I may have as a result of any third party action against me based on my employmentwith the Company), arising out of or in any way related to agreements, events, acts or conduct atany time prior to and including the date I execute this Release, including, but not limited to:all such claims and demands directly or indirectly arising out of or in any way connected with myemployment with the Company or the termination of that employment, including but not limited to,claims of intentional and negligent infliction of emotional distress, any and all tort claims forpersonal injury, claims or demands related to salary, bonuses, commissions, stock, stock options,or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expensereimbursements, severance pay, or any other form of equity or compensation; claims pursuant to anyfederal, state or local law or cause of action including, but not limited to, the federal CivilRights Act of 1964, as amended; the federal Employee Retirement Income Security Act of 1974, asamended; the federal Americans with Disabilities Act of 1990; the Worker Adjustment and RetrainingNotification Act (“WARN Act”); the Florida Civil Rights Act of 1992, as amended; tort law;contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; andbreach of the implied covenant of good faith and fair dealing.     I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may haveunder the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”) and that theconsideration given under the Agreement for the waiver and release in the preceding paragraphhereof is in addition to anything of value to which I was already entitled. I further acknowledgethat I have been advised by this writing, as required by the ADEA, that: (A) my waiver and releasedo not apply to any rights or claims that may arise after the date I execute this Release; (B) Ihave the right to consult
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with an attorney prior to executing this Release; (C) I have twenty-one (21) days to considerthis Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven(7) days following my execution of this Release to revoke the Release; and (E) this Release shallnot be effective until the date upon which the revocation period has expired, which shall be theeighth (8th) day after I execute this Release.     **Gary Palmer**     /s/ Gary Palmer     Date: June 7, 2001
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