**Exhibit10.2**

CARREKER CORPORATION

SENIOR EXECUTIVE

EMPLOYMENTAGREEMENT

This Employment Agreement(the “Agreement”) is entered into effective as of May 19, 2006, betweenCarreker Corporation, a Delaware corporation with its principal executiveoffices at 4055 Valley View Lane, Suite 1000, Dallas, Texas 75244 (the “Company”),and John D. Carreker, III (the “Executive”) who resides at 6648 Castle PinesDrive, Plano, Texas 75093.

W I T N E S S E TH:

WHEREAS, the Executive andthe Company desire to define the terms of the employment of the Executive withthe Company;

NOW, THEREFORE, for and inconsideration of the premises and the mutual covenants contained herein, andfor other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, and subject to the terms and conditions hereinafter setforth, the parties hereto agree as follows:

1.                                       DEFINITIONS.

In addition to the words andterms elsewhere defined in this Agreement, the following words and terms asused herein shall have the following meanings, unless the context or useindicates a different meaning:

“Cause” means (a) any act bythe Executive that is materially adverse to the best interests of the Companyand which, if the subject of a criminal proceeding, could result in a criminalconviction for a felony or (b) the failure by the Executive to substantiallyperform his/her duties hereunder, which duties are within the control of theExecutive (other than the failure resulting from the Executive’s incapacity dueto physical or mental illness), provided, however, that the Executive shall notbe deemed to be terminated for Cause under this subsection (b) unless and until(1) after the Executive receives written notice from the Company specifyingwith reasonable particularity the actions of Executive which constitute aviolation of this subsection (b) and (2) within a period of 30 days afterreceipt of such notice (and during which the violation is within the control ofthe Executive), Executive fails to reasonably and prospectively cure suchviolation.

“Good Reason” means theoccurrence of a Triggering Event (as defined below) and (A) without his/herprior concurrence, the Company materially diminishes the Executive’s r duties, assigns to the Executive duties inconsistentwith his/her designated position, or reduces the Executive’s Base Salary orTargeted Bonus to an amount less than previously determined or established bythe Chairman or Board of Directors, (B) the Company’s or any subsidiary’srequiring the Executive to perform services at any location outside the Dallas,Texas metropolitan area, other than reasonable business travel consistent withExecutive’s

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current travel requirements or (C) any change in anyExecutive benefit plans or arrangements in effect on the date hereof in whichthe Executive participates (including without limitation any pension andretirement plan, savings and profit sharing plan, stock ownership or purchaseplan, stock option plan, or life, medical or disability insurance plan), whichwould adversely affect the Executive’s rights or benefits thereunder, unlesssuch change occurs pursuant to a program applicable to all executive officersof the Company and does not result in a proportionately greater reduction inthe rights of or benefits to the Executive as compared to any other executiveofficer of the Company,

“Triggering Date” means thedate of a Triggering Event.

“TriggeringEvent” means an event of a nature that would be required to be reported by theCompany in response to Item 6(d) of Schedule 14A of Regulation 14A promulgatedunder the Exchange Act; provided that, without limitation, such an event shallbe deemed to have occurred if (a) any person or group (as such terms areused in Section 13(d) and 14(d) of the Exchange Act) is or becomes thebeneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of the Company representing more than 50% of thecombined voting power of the Company’s then outstanding securities, or (b)there are serving as directors a majority of persons who were elected asmembers of the Board of Directors and were not nominated by management or theBoard of Directors of the Company to serve on the Board of Directors of theCompany, or (c) the Company is merged or consolidated with anothercorporation and as a result of such merger or consolidation less than 51% ofthe outstanding voting securities of the surviving or resulting corporation areowned in the aggregate by the former shareholders of the Company, excluding forpurposes of such calculation shares of the voting securities of the Companyowned by a party to such merger or consolidation or affiliates (within themeaning of the Exchange Act) of such party, as the same existed immediatelyprior to such merger or consolidation, or (d) a liquidation or dissolution ofthe Company, or (e) a sale of substantially all of the assets of theCompany.

2.                                       EMPLOYMENT.

The Company hereby employsthe Executive and the Executive hereby accepts employment on the terms andconditions set forth herein.

3.                                       TERM.

The term of this Agreementshall commence on the date of execution hereof and may be terminated only inaccordance with the provisions of Section 9 of this Agreement

4.                                       SALARY.

(a)           For all services rendered by theExecutive under this Agreement, the Company shall pay the Executive a basesalary as established each fiscal year by the Chairman or Board of Directors (“BaseSalary”) which Base Salary shall at no time be less than the amount in effectat the date of this Agreement payable in accordance with the Company’scustomary payroll practices.

(b)           The Executive shall be entitled toparticipate in any employee bonus plan or arrangement made available by theChairman or Board of Directors in the future to its executive officers, subjectto and on a basis consistent with the terms, conditions and overalladministration of such plan or arrangement (“Targeted Bonus”).

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(c)           The Executive shall be entitled toparticipate in or receive benefits under any employee benefit plan orarrangement (collectively referred to as “Benefits”) made available by theCompany in the future to its executive officers and key management personnel,subject to and on a basis consistent with the terms, conditions and overalladministration of such plan or arrangement.  Nothing paid to the Executive under any planor arrangement presently in effect or made available in the future shall bedeemed to be in lieu of the salary payable to the Executive pursuant toSubsection 4(a) and 4(b).

5.                                       POSITION.

The Executive shall be engaged inan executive capacity as a senior officer of the Company.  The Employee will serve on theexecutive/management committee of the Company that sets policy and strategyfor, and directs and manages the implementation and execution of, the business of,the Company and its affiliates.  Theprecise services of the Executive may be extended or curtailed from time totime at the direction of the Chairman or the Board of Directors of the Company,provided that the Executive’s authority, duties and responsibilities shall beat least commensurate in all material respects with those provided for hereinand exercised by Executive at the date of this Agreement.

6.                                       DUTIES.

During the EmploymentPeriod, and excluding any periods of vacation and sick leave to which theExecutive is entitled, the Executive agrees to devote reasonable attention andtime during normal business hours to the business and affairs of the Companyand, to the extent necessary to discharge the responsibilities assigned to theExecutive hereunder, to use the Executive’s reasonable best efforts to performfaithfully and efficiently such responsibilities.  During the Employment Period it shall not bea violation of this Agreement for the Executive to (A) serve on corporate (withthe approval of the Chairman and Board of Directors), civic or charitableboards or committees, and (B) manage personal investments, so long as suchactivities do not significantly interfere with the performance of the Executive’sresponsibilities as an employee of the Company in accordance with thisAgreement or create a conflict of interest.

7.                                       DISABILITY.

If the Executive is unableto perform his/her services by reason of illness or incapacity for a continuousperiod in excess of six months, unless otherwise required by the provisions ofSections 10 or 25 of this Agreement, compensation otherwise payableby the Company shall cease and any future payments to the Executive shall besubject 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 Boardof Directors of the Company may terminate the Executive’s employment with theCompany under this Agreement at any time after the Executive shall be absentfrom his/her employment, for whatever reason, for a continuous period of morethan six months, and, except for any obligations of the Company underSections 10, 24, and 27 of this Agreement, all other obligations ofthe Company hereunder shall cease upon such termination.

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8.                                       COMPENSATION AFTER DEATH.

If the Executive diesduring the term of his/her employment, the Company shall pay to such person asthe Executive shall designate in a notice filed with the Company, or, if nosuch 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 portionof 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 estatemay be entitled to receive pursuant to any pension or employee benefit plan orlife insurance policy which may be maintained by the Company, and such paymentsshall fully discharge the Company’s obligations hereunder.

9.                                       TERMINATION.

9.1                                 Termination Prior to theTriggering Date.

(a)           Upon 60days’ prior written notice to the Executive and prior to the Triggering Date,the Company may terminate the Executive’s employment with the Company underthis Agreement with or without Cause.

(b)           Prior to the Triggering Date, theExecutive may terminate his/her employment with the Company under thisAgreement by giving 60 days’ priorwritten notice of his/her desire to the Chairman or Board of Directors of theCompany.  The Executive will continue toreceive his/her Base Salary and Benefits through the date of termination withno liability on the part of the Company for further payments to the Executiveunless Executive terminates his/her employment pursuant to Section 9.1(d)(ii),at which time Sections 9.1(d) and (e) shall apply.

(c)           Executive agrees to continue inemployment with the Company through August 15, 2006.    Provided that the Executive continues hisemployment through August 15, 2006, the Company shall pay the Executive, uponExecutive’s termination of his employment prior to any Triggering Date, severancepayments in an amount equal to the Executive’s annualized Base Salary in effectat the time of such termination (“Annual Base Salary”), payable in installmentsover a period of 12 months. After a Triggering Date, this subsection 9(c) shallhave no further force and effect.  Notwithstandingsubsection (b) above, any termination by Executive under this subsection (c) shallrequire 30 days notice by Executive.

(d)           In the event that (i) the Companyterminates the Executive’s employment for any reason other than for Cause andat a time when Executive is not eligible to receive benefits under the Company’sLong Term Disability Plan; or (ii) the Executive terminates his/her employmentas a result of any of the following reasons: (A) without the Executive’sconsent the Company materially diminishes the Executive’s duties, assigns tothe Executive duties materially inconsistent with his/her designated position,or reduces the Executive’s Base Salary or Targeted Bonus to an amount less thanpreviously determined or established by the Chairman or Board of Directors, (B) the Company’s requiring theExecutive to perform services at any location outside the Dallas, Texasmetropolitan area, other than reasonable business travel or (C) the Companybreached any of its material obligations under this Agreement and such breachis not cured within 30 days after written notice thereof by the Executive; thenthe Company shall pay the Executive severance payments in an amount equal tothe sum of the (x) Executive’s Annual Base Salary, and (y) an amount equal tothe maximum amount of Targeted Bonus that could have been payable to Executiveunder the bonus plan not to exceed fifty percent (50%) of Annual Base Salary ineffect for the fiscal year

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during which notice of such termination occurs (“Bonus”)(provided, however, that if the basis for Executive’s termination is thereduction in his/her Base Salary, the severance pay shall be based on the BaseSalary in effect prior to such reduction). The severance payments shall be made in installments over a period of 12months.  Notwithstanding the foregoing,if the Executive terminates his/her employment pursuant to clause (ii) above,he shall be entitled to the severance payments provided for in this paragraphonly if he gives written notice to the Company of his/her termination ofemployment within 30 days after the occurrence of the event or events specifiedin clause (ii) on which he bases his/her termination and such notice specifiessuch event or events.

(e)           The severance payments provided forin this Section 9.1 shall be in lieu of all severance payments or benefits towhich the Executive might otherwise be entitled under Company severancepolicies from time to time in effect, except for (i) accrued and unpaid BaseSalary to the date of termination, and (ii) any bonus or other compensation duewith respect to periods completed as of the date of termination.  Nothing contained in the foregoing shall beconstrued so as to affect the Executive’s rights or the Company’s obligationsrelating to agreements or benefits that are unrelated to termination ofemployment.

(f)            In the event that the Company terminatesthe Executive’s employment for Cause, the Company will have no liability on itspart for further payments after the termination date to the Executive.

(g)           In voting upon such terminationdescribed in Subsections 9.1(a) or (b), if the Executive is also a member ofthe Board of Directors of the Company, then he may not vote on suchtermination, and the total number of members of the Board of Directors will bereduced by one for purposes of voting on such termination.

9.2                                 Termination After theTriggering Date.

(a)           On or after the Triggering Date andirrespective of whether or not the Executive has given notice of termination ofemployment pursuant to Section 9.2(c), the Company may terminate the Executive’semployment with the Company under this Agreement with no liability on its partfor further payments to the Executive only for Cause, subject to the provisionsof Sections 25 and 28 hereof,.

(b)           On or after the Triggering Date andirrespective of whether or not the Executive has given notice of termination ofemployment pursuant to Section 9.2(c), if the Executive’s employment with theCompany is terminated without Cause or if Executive terminates his/heremployment with the Company for Good Reason, the Executive will continue toaccrue and receive his/her base salary and Benefits through the date oftermination and will be entitled to receive the benefits provided for underSection 10 hereof.

(c)           On or after the Triggering Date, theExecutive may, in his/her sole and absolute discretion and without any priorapproval by the Board of Directors of the Company, and upon 60 days priorwritten notice to the Company, terminate his/her employment with the Companyunder this Agreement for any reason whatsoever. If the Executive’s employmentwith the Company under this Agreement is terminated pursuant to this Subsection9.2(c) and subject in all respects to the provisions of Section 9.2(a) and (b),the Executive will continue to accrue and receive his/her base salary andBenefits through the date of termination. No termination of the Executive’s employment with the Company pursuantto Subsections 9.2(b) or (c) shall in any way terminate the Company’sobligations under Sections 25 and 28 of this Agreement.

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10.                                 COMPENSATION AFTER CERTAINTERMINATIONS.

If the Executive’semployment with the Company is terminated by the Company without Cause or bythe Executive for Good Reason at any time on or within two years after theTriggering Date, unless termination is a result of**** (a)  theExecutive having reached the age of 65, or (b) the Executive’s death,then, within five days after the date of such termination, the Company shallpay the Executive a lump sum amount in cash equal to two (2) times the sum ofthe (x) Executive’s Annual Base Salary and (y) Bonus.

11.                                 TRANSFER OF ASSETS TOIRREVOCABLE TRUST.

On the Triggering Date oras soon thereafter as the Company knows of the occurrence of a TriggeringEvent, the Company shall transfer cash to an irrevocable trust in an amount noless than the total amount which would be payable to the Executive pursuant toSection 10 of this Agreement as if the Executive’s employment terminated on theTriggering Date.

12.                                 MITIGATION.

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

13.                                 NON-COMPETE ANDCONFIDENTIAL INFORMATION. 

13.1.                        Covenant Not to Compete. 

(i)  Compliancewith the provisions of this Section 13 is an express condition of the Executive’sright to receive payments, vesting, and benefits hereunder. The Executiveacknowledges and recognizes the confidential information and records providedby the Company, the benefits provided hereunder, and the professional trainingand experience he will receive from and the contacts he will be provided by theCompany, as well as the highly competitive nature of the Company’s business,and in consideration of all of the above, agrees that during the periodbeginning on the effective date of the Executive’s termination of employmentwith the Company (the “Date of Termination”) and ending twelve (12) monthsthereafter (the “Covered Time”), the Executive will not directly or indirectly,individually or as an employee, partner, officer, director, or stockholder(other than as the holder of less than 2% of the outstanding stock of apublicly-traded corporation) (a) solicit from or perform for any client of theCompany any services which are directly competitive with any of the serviceswhich the Company  performs or solicitsor (b) sell, license or lease any products or services to any client of theCompany which are directly competitive with any products or services which theCompany sells, licenses, or leases. Notwithstanding the foregoing, Executive may accept employment as a fulltime employee with a client or (y) a company which provides products orservices that are directly competitive only with the Company’s Carretek LLCsubsidiary, upon termination of employment with the Company.  The Company will furnish to Executive,promptly after termination, a list of clients as if the date of Executive’stermination for purposes of establishing the definition of “client of theCompany” under this Section 13.1

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(ii)  TheExecutive agrees that during the term of this Agreement (including anyextensions thereof) and for the twenty-four (24) months thereafter, he shallnot (i) directly or indirectly solicit or attempt to solicit any of theemployees, agents, consultants, or representatives of the Company or affiliatesof the Company to leave any of such entities; or (ii) directly or indirectlysolicit or attempt to solicit any of the employees, agents, consultants orrepresentatives of the Company or affiliates of the Company to becomeemployees, agents, representatives or consultants of any other person or entity.

(iii)  TheExecutive understands that the provisions of Sections 13(a)(i) and (ii) maylimit his ability to earn a livelihood in a business similar to the business ofthe Company but nevertheless agrees and hereby acknowledges that therestrictions and limitations thereof are reasonable in scope, area, andduration, are reasonably necessary to protect the goodwill and businessinterests of the Company, and that the consideration provided under thisAgreement is sufficient to justify the restrictions contained in suchprovisions. Accordingly, in consideration thereof and in light of the Executive’seducation, skills and abilities, the Executive agrees that he will not assertthat, and it should not be considered that, such provisions are eitherunreasonable in scope, area, or duration, or will prevent him from earning aliving, or otherwise are void, voidable, or unenforceable or should be voidedor held unenforceable.

13.2.                        Enforcement. 

(i)            Theparties hereto agree and acknowledge that the covenants and agreementscontained herein are reasonable in scope, area, and duration and necessary toprotect the reasonable competitive business interests of the Company,including, without limitation, the value of the proprietary information andgoodwill of the Company.

(ii)           TheExecutive agrees that the covenants and undertakings contained in Section 13 ofthis Agreement relate to matters which are of a special, unique andextraordinary character and that the Company cannot be reasonably or adequatelycompensated in damages in an action at law in the event the Executive breachesany of these covenants or undertakings. Therefore, the Executive agrees thatthe Company shall be entitled, as a matter of course, without the need to proveirreparable injury, to an injunction, restraining order or other equitablerelief from any court of competent jurisdiction, restraining any violation orthreatened violation of any of such terms by the Executive and such otherpersons as the court shall order. The Executive agrees to pay costs and legalfees incurred by the Company in obtaining such injunction.

(iii)          Rightsand remedies provided for in this Section 13(b) are cumulative and shall be inaddition to rights and remedies otherwise available to the parties under anyother agreement or applicable law.

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(iv)          In theevent that any provision of this Agreement shall to any extent be held invalid,unreasonable or unenforceable in any circumstances, the parties hereto agreethat the remainder of this Agreement and the application of such provision ofthis Agreement to other circumstances shall be valid and enforceable to thefullest extent permitted by law. If any provision of this Agreement, or anypart thereof, is held to be unenforceable because of the scope or duration ofor the area covered by such provision, the parties hereto agree that the courtor arbitrator making such determination shall reduce the scope, duration and/orarea of such provision (and shall substitute appropriate provisions for anysuch unenforceable provisions) in order to make such provision enforceable tothe fullest extent permitted by law, and/or shall delete specific words andphrases, and such modified provision shall then be enforceable and shall beenforced. The parties hereto recognize that if, in any judicial proceeding, acourt shall refuse to enforce any of the separate covenants contained in thisAgreement, then that unenforceable covenant contained in this Agreement shallbe deemed eliminated from these provisions to the extent necessary to permitthe remaining separate covenants to be enforced. In the event that any court orarbitrator determines that the time period or the area, or both, areunreasonable and that any of the covenants is to that extent unenforceable, theparties hereto agree that such covenants will second, in the greatestgeographical area that would not render them unenforceable.

(v)           In the event of the Executive’s breach of thisSection 13, in addition to all other rights the Company may have hereunder orin law or in equity, all payments and benefits hereunder shall cease; alloptions, stock, and other securities granted by the Company, including stockobtained through prior exercise of options, within the 12 month period prior toExecutive’s termination shall be immediately forfeited (whether or not vested),and the original purchase price, if any, shall be returned to the Executive;and all profits received through exercise of options or sale of stock and allprevious payments and benefits made or provided hereunder within the 12 monthperiod prior to Executive’s termination shall be promptly returned and repaidto the Company..

13.3.        Confidential Information. The Executive shall hold in a fiduciary capacity forthe benefit of the Company all secret or confidential information, knowledge ordata relating to the Company or any of its affiliated companies, and theirrespective businesses, which shall have been obtained by the Executive duringthe Executive’s employment by the Company or any of its affiliated companiesand which shall not be or become public knowledge (other than by acts by theExecutive or representatives of the Executive in violation of this Agreement).After termination of the Executive’s employment with the Company, the Executiveshall not, without the prior written consent of the Company or as may otherwisebe required by law or legal process, communicate or divulge any suchinformation, knowledge or data to anyone other than the Company and thosedesignated by it. In no event shall an asserted violation of the provisions ofthis Section 13(c) constitute a basis for deferring or withholding any amountsotherwise payable to the Executive under this Agreement.

14.           ENTIRE AGREEMENT.

This Agreement embodies the entire agreement andunderstanding between the parties hereto with respect to the subject matterhereof and supersedes all prior negotiations, agreements, and understandingsrelating to such subject matter, and may be modified or amended only by aninstrument in writing signed by the parties hereto.

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15.           LAW TO GOVERN.

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

16.           ASSIGNMENT.

This Agreement is personal to the parties, and neither thisAgreement nor any interest herein may be assigned (other than by will or by thelaws of descent and distribution) without the prior written consent of theparties hereto nor be subject to alienation, anticipation, sale, pledge,encumbrance, execution, levy, or other legal process of any kind against theExecutive or any of his/her beneficiaries or any other person.  Notwithstanding the foregoing, but subject tosatisfaction of the Company’s obligation to fund the Irrevocable Trust asprovided in Section 11, the Company shall be permitted to assign this Agreementto any corporation or other business entity succeeding to substantially all ofthe business and assets of the Company by merger, consolidation, sale ofassets, or otherwise, but only if by written agreement the Company’s successorassumes in full all of the Company’s obligations under this Agreement.  From and after assignment of this Agreementby the Company in accordance with the foregoing provisions, a Triggering Eventshall be deemed to have occurred. Failure by the Company to obtain such assumption prior to theeffectiveness of such succession shall be a breach of this Agreement and shallentitle the Executive to immediately receive compensation under this Agreementfrom the Company and from the Company’s successor in the same aggregate amountand on the same terms as he would be entitled to hereunder if he hadvoluntarily terminated his/her employment with the Company for Good Reasonafter the Triggering Date, and, for purposes of implementing the foregoing, thedate on which any such succession becomes effective shall be deemed theTriggering Date.

17.           BINDING AGREEMENT.

Subject to the provisionsof Section 16 of this Agreement, this Agreement shall be binding upon andshall inure to the benefit of the Company and the Executive and theirrespective representatives, successors, and assigns.

18.           REFERENCES AND GENDER.

All references to “Sections”and “Subsections” contained herein are, unless specifically indicatedotherwise, 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 gendershall include each other gender where appropriate.

19.           WAIVER.

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

20.           DISPUTE RESOLUTION.

Any controversy or claim arising outof or relating to this Agreement, or the breach thereof, shall be settledsolely and exclusively by arbitration in accordance with the National

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Rules for the Resolution of Employment Disputes ofthe American Arbitration Association (“AAA”), as modified herein (the “Rules”).  Disputes will be heard and determined by asole neutral arbitrator who is a Texas licensed employment lawyer appointed inaccordance with the Rules.  The place ofarbitration shall be Dallas, Texas.

To the extent permitted by law,judgment upon any award of the arbitrator shall be final, binding andconclusive and may be entered upon the motion of either party in any courthaving jurisdiction thereof or having jurisdiction over one or more of theparties or their assets.  The award ofthe arbitrators may grant any relief that might be granted by a court ofcompetent jurisdiction.  Either party,before or during any arbitration, may apply to a court of competentjurisdiction for equitable relief where such relief is necessary to protect itsinterests pending completion of the arbitration.

21.           NOTICES.

Except as may be otherwisespecifically provided in this Agreement, all notices required or permittedhereunder shall be in writing and will be deemed to be delivered when depositedin the United States mail, postage prepaid, registered or certified mail,return receipt requested, addressed to the parties at the respective addressesset forth herein, or at such other addresses as may have theretofore beenspecified by written notice delivered in accordance herewith.

22.           OTHER INSTRUMENTS.

Theparties hereto covenant and agree that they will execute such other and furtherinstruments and documents as are or may become necessary or convenient toeffectuate and carry out the terms of this Agreement.

23.           HEADINGS.

Theheadings used in this Agreement are used for reference purposes only and do notconstitute substantive matter to be considered in construing the terms of thisAgreement.

24.           INVALID PROVISION.

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

25.           RIGHTS UNDER PLANS AND PROGRAMS.

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

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26.           MULTIPLE COPIES.

ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed an original and all of which shall together constitute one and the sameinstrument.  The terms of this Agreementshall become binding upon each party from and after the time that he or itexecuted 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.

27.           WITHHOLDING OF TAXES.

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

28.           LEGAL FEES AND EXPENSES.

TheCompany shall pay and be responsible for all legal fees and expenses which theExecutive may incur as a result of the Company’s failure to perform under thisAgreement or as a result of the Company or any successor contesting thevalidity or enforceability of this Agreement.

29.           SET OFF OR COUNTERCLAIM.

Exceptwith respect to any claim against or debt or other obligation of the Executiveproperly recorded on the books and records of the Company prior to theTriggering Date, there shall be no right of set off or counterclaim against, ordelay in, any payment by the Company to the Executive or his/her beneficiaries providedfor in this Agreement in respect of any claim against or debt or otherobligation of the Executive, whether arising hereunder or otherwise.

IN WITNESSWHEREOF, the parties have executed this Agreement on the day and year firstabove written.
|        |   |   | CARREKER CORPORATION      |
|--------|--------|--------|---------------------------|
|   |   |   |                      |
|   |   |   |                      |
|   |   | By:    |                      |
|   |   |   | J. D. Carreker, Jr.       |
|   |   |   | Chairman of the Board and |
|   |   |   | Chief Executive Officer   |
|   |   |   |                      |
|   |   |   |                      |
|   |   |   |                      |
|   |   |   | John D. Carreker, III     |

 

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