**Exhibit 10.2**

CARREKER CORPORATION

 

SENIOR EXECUTIVE

 

*EMPLOYMENT AGREEMENT*

 

This Employment Agreement (the “Agreement”) is entered into effectiveas of April 19, 2006, between Carreker Corporation, a Delaware corporationwith its principal executive offices at 4055 Valley View Lane, Suite 1000,Dallas, Texas 75244 (the “Company”), and Blake Williams (the “Executive”) whoresides at 4001 Centenary, Dallas, Texas 75225.

 

W I T N E S S E T H:

 

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

 

NOW, THEREFORE, for and in consideration of the premises and the mutualcovenants contained herein, and for other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, and subject to theterms and conditions hereinafter set forth, the parties hereto agree asfollows:

 

1.*             DEFINITIONS.*

 

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:

 

“Cause” means (a) any act by theExecutive that is materially adverse to the best interests of the Company andwhich, if the subject of a criminal proceeding, could result in a criminalconviction for a felony or (b) the failure by the Executive tosubstantially perform his/her duties hereunder, which duties are within thecontrol of the Executive (other than the failure resulting from the Executive’sincapacity due to physical or mental illness), provided, however, that theExecutive shall not be deemed to be terminated for Cause under this subsection (b) unlessand until (1) after the Executive receives written notice from the Companyspecifying with reasonable particularity the actions of Executive whichconstitute a violation of this subsection (b) and (2) within aperiod of 30 days after receipt of such notice (and during which theviolation is within the control of the Executive), Executive fails toreasonably and prospectively cure such violation.

 

“Good Reason” means the occurrence of aTriggering Event (as defined below) and (A) without his/her priorconcurrence, the Company materially diminishes the Executive**’**s duties, assigns to the Executive dutiesinconsistent with his/her designated position, or reduces the Executive’s BaseSalary or Targeted Bonus to an amount less than previously determined orestablished by the Chairman or Board of Directors, (B) the Company’s orany subsidiary’s requiring the Executive to perform services at any locationoutside the Dallas, Texas metropolitan area, other than reasonable businesstravel consistent with Executive’s current travel requirements, or (C) anychange in any Executive benefit plans or arrangements in effect on the datehereof in which the Executive participates (including without limitation anypension and retirement plan, savings and profit sharing plan, stock ownershipor purchase plan, stock option plan, or life, medical or disability insuranceplan), which would adversely affect the Executive’s rights or benefitsthereunder, unless such change occurs pursuant to a program applicable to allexecutive officers of the Company and does not result in a proportionatelygreater reduction in the rights of or benefits to the Executive as compared toany other executive officer of the Company.

 

“Triggering Date” means the date of aTriggering Event.

 

“Triggering Event” means an event of a naturethat would be required to be reported by the Company in response to Item 6(d) ofSchedule 14A of Regulation 14A promulgated under the 

 

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Exchange Act; provided that, without limitation, such an event shall bedeemed to have occurred if (a) any person or group (as such terms are usedin 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 or indirectly, of securities of the Company representing more than 50%of the combined voting power of the Company’s then outstanding securities, or (b) thereare serving as directors a majority of persons who were elected as members ofthe Board of Directors and were not nominated by management or the Board ofDirectors of the Company to serve on the Board of Directors of the Company, or (c) theCompany is merged or consolidated with another corporation and as a result ofsuch merger or consolidation less than 51% of the outstanding voting securitiesof the surviving or resulting corporation are owned in the aggregate by theformer shareholders of the Company, excluding for purposes of such calculationshares of the voting securities of the Company owned by a party to such mergeror consolidation or affiliates (within the meaning of the Exchange Act) of suchparty, as the same existed immediately prior to such merger or consolidation,or (d) a liquidation or dissolution of the Company, or (e) a sale ofsubstantially all of the assets of the Company.

 

2.*             EMPLOYMENT*.

 

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

 

3.*             TERM*.

 

The term of this Agreement shall commence on the date of executionhereof and may be terminated only in accordance with the provisions of Section 9of this Agreement.

 

4.*             SALARY*.

 

(a)           For all servicesrendered by the Executive under this Agreement, the Company shall pay theExecutive a base salary as established each fiscal year by the Chairman orBoard of Directors (“Base Salary”), which Base Salary shall at no time be lessthan the amount in effect at the date of this Agreement, payable in accordancewith the Company’s customary payroll practices.

 

(b)           The Executive shall beentitled to participate in any employee bonus plan or arrangement madeavailable by the Chairman or Board of Directors in the future to its executiveofficers, subject to and on a basis consistent with the terms, conditions andoverall administration of such plan or arrangement (“Targeted Bonus”).

 

(c)           The Executive shall beentitled to participate in or receive benefits under any employee benefit planor arrangement (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 underany plan or arrangement presently in effect or made available in the futureshall be deemed to be in lieu of the salary payable to the Executive pursuantto Subsection 4(a) and 4(b).

 

5.*             POSITION*.

 

The Executive shall be engaged in an executive capacity as a seniorofficer with the Company. The Employee will serve on the executive/managementcommittee of the Company that sets policy and strategy for, and directs andmanages the implementation and execution of, the business of, the Company andits affiliates. The precise services of the Executive may be extended orcurtailed from time to time at the direction of the Chairman or the Board ofDirectors of the Company.

 

6.*             DUTIES*.

 

During the Employment Period, and excluding any periods of vacation andsick leave to which the Executive is entitled, the Executive agrees to devotereasonable attention and time during normal 

 

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business hours to the business and affairs of the Company and, to theextent necessary to discharge the duties and responsibilities assigned to theExecutive hereunder. Such duties shall include those duties normally expectedof a President of Revenue Enhancement Division, including but not limited toRevenue Enhancement Line of Business Management, including P & LManagement, Sales, Delivery, Product Management, Technology and productdevelopment. Executive shall have commensurate authority for hiring allPersonnel or Contractors required to reasonably conduct the Business. Executivefurther agrees to use the Executive’s reasonable best efforts to performfaithfully and efficiently such duties and responsibilities. During theEmployment Period it shall not be a violation of this Agreement for theExecutive to (A) serve on corporate (with the approval of the Chairman andBoard of Directors), civic or charitable boards or committees, and (B) managepersonal investments, so long as such activities do not significantly interferewith the performance of the Executive’s responsibilities as an employee of theCompany in accordance with this Agreement or create a conflict of interest.

 

7.*             DISABILITY*.

 

If the Executive is unable to perform his/her services by reason ofillness or incapacity for a continuous period in excess of six months, unlessotherwise required by the provisions of Sections 10 or 25 of thisAgreement, compensation otherwise payable by the Company shall cease and anyfuture payments to the Executive shall be subject to the terms and provisionsof long-term disability insurance coverage, if any, maintained by the Company.Notwithstanding anything herein to the contrary, the Chairman or Board ofDirectors 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 of theCompany hereunder shall cease upon such termination.

 

8.*             COMPENSATIONAFTER DEATH*.

 

If the Executive dies during the term of his/her employment, theCompany shall pay to such person as the Executive shall designate in a noticefiled with the Company, or, if no such person shall be designated, to his /herestate as a lump sum death benefit, all earned and unpaid base salary, proratedbonuses (if any) for that portion of the year of his/her death during which heworked, other bonuses (if any) accrued and payable, and accrued benefits, allas of the date of his/her death, in addition to any payments the Executive’sspouse, beneficiaries, or estate may be entitled to receive pursuant to anypension or employee benefit plan or life insurance policy which may bemaintained by the Company, and such payments shall fully discharge the Company’sobligations hereunder.

 

9.*             TERMINATION*.

 

9.1*           TerminationPrior to the Triggering Date*.

 

(a)           Upon60 days’ prior written notice to the Executive and prior to the TriggeringDate, the Company may terminate the Executive’s employment with the Companyunder this Agreement with or without Cause.

 

(b)           Priorto the Triggering Date, the Executive may terminate his /her employment withthe Company under this Agreement by giving 60 days’ prior written noticeof his/her desire to the Chairman or Board of Directors of the Company. TheExecutive will continue to receive his/her Base Salary and Benefits through thedate of termination with no liability on the part of the Company for furtherpayments to the Executive unless Executive terminates his/her employmentpursuant to Section 9.1(c)(ii), at which time Sections 9.1(c) and (d) shallapply.

 

(c)           Inthe event that (i) the Company terminates the Executive’s employment forany reason other than for Cause and at a time when Executive is not eligible toreceive benefits under the Company’s Long Term Disability Plan; or (ii) theExecutive terminates his/her employment as a 

 

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result of any of the following reasons: (A) without the Executive’sconsent the Company materially diminishes the scope of the Executive’s duties,assigns to the Executive duties materially inconsistent with his/her designatedposition, or reduces the Executive’s Base Salary or Targeted Bonus to an amountless than previously determined or established by the Chairman or Board ofDirectors, (B) the Company’s or any subsidiary’s requiring the Executiveto perform services at any location outside the Dallas, Texas metropolitanarea, other than reasonable business travel or (C) the Company breachedany of its material obligations under this Agreement and such breach is notcured 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 annualized Base Salary in effect at thetime of such termination (“Annual Base Salary”), and (y) an amount equalto the maximum amount of Targeted Bonus payable to the Executive under thebonus plan in effect for the fiscal year during which notice of suchtermination occurs, not to exceed fifty percent (50%) of the Annual Base Salary(“Bonus”) (provided, however, that if the basis for Executive’s termination isthe reduction in his/her Base Salary, the severance pay shall be based on theBase Salary in effect prior to such reduction). The severance payments shall bemade in installments over a period of 12 months. Notwithstanding theforegoing, if the Executive terminates his/her employment pursuant toclause (ii) above, he shall be entitled to the severance paymentsprovided for in this paragraph only if he gives written notice to the Companyof his/her termination of employment within 30 days after the occurrenceof the event or events specified in clause (ii) on which he baseshis/her termination and such notice specifies such event or events.

 

(d)           Theseverance payments provided for in this Section 9.1 shall be in lieu ofall severance payments or benefits to which the Executive might otherwise beentitled under Company severance policies from time to time in effect, exceptfor (i) accrued and unpaid Base Salary to the date of termination, and (ii) anybonus or other compensation due with respect to periods completed as of thedate of termination. Nothing contained in the foregoing shall be construed soas to affect the Executive’s rights or the Company’s obligations relating toagreements or benefits that are unrelated to termination of employment.

 

(e)           Inthe event that the Company terminates the Executive’s employment for Cause, theCompany will have no liability on its part for further payments after thetermination date to the Executive.

 

(f)            Invoting upon such termination described in Subsections 9.1(a) or (b), if theExecutive is also a member of the Board of Directors of the Company, then hemay not vote on such termination, and the total number of members of the Boardof Directors will be reduced by one for purposes of voting on such termination.

 

9.2*           TerminationAfter the Triggering Date*.

 

(a)           Onor after the Triggering Date and irrespective of whether or not the Executivehas given notice of termination of employment pursuant to Section 9.2(c),the Company may terminate the Executive’s employment with the Company underthis Agreement only for Cause and, subject to the provisions of Sections 25 and28 hereof, with no liability on its part for further payments to the Executive.

 

(b)           Onor after the Triggering Date and irrespective of whether or not the Executivehas given notice of termination of employment pursuant to Section 9.2(c),if the Executive’s employment with the Company is terminated without Cause orif Executive terminates his/her employment with the Company for Good Reason,the Executive will continue to accrue and receive his/her base salary andBenefits through the date of termination and will be entitled to receive thebenefits provided for under Section 10 hereof.

 

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(c)           Onor after the Triggering Date, the Executive may, in his/her sole and absolutediscretion and without any prior approval by the Board of Directors of theCompany, and upon three months’ prior written notice to the Company, terminatehis/her employment with the Company under this Agreement for any reasonwhatsoever. If the Executive’s employment with the Company under this Agreementis terminated pursuant to this Subsection 9.2(c) and subject in allrespects to the provisions of Section 9.2(a) and (b), the Executivewill continue to accrue and receive his/her base salary and Benefits throughthe date of termination. No termination of the Executive’s employment with theCompany pursuant to Subsections 9.2(b) or (c) shall in any wayterminate the Company’s obligations under Sections 25 and 28 of this Agreement.

 

10.*           COMPENSATIONAFTER CERTAIN TERMINATIONS*.

 

If the Executive’s employment with the Company is terminated by theCompany without Cause or by the Executive for Good Reason at any time on orwithin two years after the Triggering Date, unless termination is a result of (a) the Executive 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 sumof the (x) Executive’s Annual Base Salary and (y) Bonus.

 

11.*           TRANSFEROF ASSETS TO IRREVOCABLE TRUST*.

 

On the Triggering Date or as soon thereafter as the Company knows ofthe occurrence of a Triggering Event, the Company shall transfer cash to anirrevocable trust in an amount no less than the total amount which would bepayable to the Employee pursuant to Section 10 of this Agreement as if theEmployee’s employment terminated on the Triggering Date.

 

12.*           MITIGATION*.

 

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

 

13.*           NON-COMPETEAND CONFIDENTIAL INFORMATION*.

 

13.1.*        CovenantNot to Compete*.

 

(i)            Compliancewith the provisions of this Section 13 is an express condition of theExecutive’s right to receive payments, vesting, and benefits hereunder. TheExecutive acknowledges and recognizes the confidential information and recordsprovided by the Company, the benefits provided hereunder, and the professionaltraining and experience he will receive from and the contacts he will beprovided by the Company, as well as the highly competitive nature of theCompany’s business, and in consideration of all of the above, agrees thatduring the period beginning on the effective date of the Executive’stermination of employment with the Company (the “Date of Termination”) andending twelve (12) months thereafter (the “Covered Time”), the Executivewill not compete with the business of the Company. For purposes hereof, “competition”shall mean any engaging, directly or indirectly, in the “Covered Business” (ashereinafter defined) in any state of the United States of America in which theCompany is conducting business as of the Date of Termination (the “Covered Area”).For purposes of this Agreement, “Covered Business” shall mean providing anyservices similar in scope or nature to the services provided by the Executiveimmediately prior to his or her Date of Termination. For purposes of this Section 13,the phrase “engaging, directly or indirectly” shall mean engaging directly orhaving an interest, directly or indirectly, as owner, partner, shareholder,agent, representative, employee, officer, director, independent contractor,capital investor, lender, renderer of consultation services or advice orotherwise (other than as the holder of less than 2% of the outstanding stock ofa 

 

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publicly-traded corporation), either alone orin association with others, in the operation of any aspect of any type ofbusiness or enterprise engaged in any aspect of the Covered Business.Notwithstanding the foregoing, it will not be deemed to be a violation of this Section 13.1(i) forExecutive to accept employment by a client of the Covered Business upontermination of his employment with the Company, so long as Executive is notengaged directly or indirectly in providing consulting or other services tooutside, unaffiliated financial institutions or other third parties in a mannersimilar to the services provided by the Covered Business.

 

(ii)           TheExecutive agrees that during the term of this Agreement (including anyextensions thereof) and for the twenty-four (24) months thereafter, heshall not (i) directly or indirectly solicit or attempt to solicit any ofthe employees, agents, consultants, or representatives of the Company oraffiliates of the Company to leave any of such entities; or (ii) directlyor indirectly solicit or attempt to solicit any of the employees, agents,consultants or representatives of the Company or affiliates of the Company tobecome employees, agents, representatives or consultants of any other person orentity.

 

(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 13of this 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 andshall be in addition to rights and remedies otherwise available to the partiesunder any other agreement or applicable law.

 

(iv)          Inthe event that any provision of this Agreement shall to any extent be heldinvalid, unreasonable or unenforceable in any circumstances, the parties heretoagree that the remainder of this Agreement and the application of suchprovision of this Agreement to other circumstances shall be valid andenforceable to the fullest extent permitted by law. If any provision of thisAgreement, or any part thereof, is held to be unenforceable because of thescope or duration of or the area covered by such provision, the parties heretoagree that the court or arbitrator making 

 

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such determination shall reduce the scope, duration and/or area of suchprovision (and shall substitute appropriate provisions for any suchunenforceable provisions) in order to make such provision enforceable to the fullestextent permitted by law, and/or shall delete specific words and phrases, andsuch modified provision shall then be enforceable and shall be enforced. Theparties hereto recognize that if, in any judicial proceeding, a court shallrefuse to enforce any of the separate covenants contained in this Agreement,then that unenforceable covenant contained in this Agreement shall be deemedeliminated from these provisions to the extent necessary to permit theremaining 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 greatest geographicalarea that would not render them unenforceable.

 

(v)           Inthe event of the Executive’s breach of this Section 13, in addition to allother rights the Company may have hereunder or in law or in equity, allpayments and benefits hereunder shall cease; all options, stock, and othersecurities granted by the Company, including stock obtained through priorexercise of options, within the 12 month period prior to Executive’stermination shall be immediately forfeited (whether or not vested), and theoriginal purchase price, if any, shall be returned to the Executive; and allprofits received through exercise of options or sale of stock, and all previouspayments 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.*        ConfidentialInformation*. The Executive shall hold in a fiduciary capacity for thebenefit 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 withholdingany amounts otherwise payable to the Executive under this Agreement.

 

14.*           ENTIREAGREEMENT*.

 

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

 

15.*           LAWTO GOVERN*.

 

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

 

16.*           ASSIGNMENT*.

 

This Agreement is personal to the parties, and neither this Agreementnor any interest herein may be assigned (other than by will or by the laws ofdescent and distribution) without the prior written consent of the partieshereto nor be subject to alienation, anticipation, sale, pledge, encumbrance,execution, levy, or other legal process of any kind against the Executive orany of his/her beneficiaries or any other person. Notwithstanding theforegoing, but subject to satisfaction of the Company’s obligation to fund theIrrevocable Trust as provided in Section 11, the Company shall bepermitted to assign this Agreement to any corporation or other business entitysucceeding to substantially all of the 

 

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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 andafter assignment of this Agreement by the Company in accordance with theforegoing provisions, a Triggering Event shall be deemed to have occurred. Failureby the Company to obtain such assumption prior to the effectiveness of suchsuccession shall be a breach of this Agreement and shall entitle the Executiveto immediately receive compensation under this Agreement from the Company andfrom the Company’s successor in the same aggregate amount and on the same termsas he would be entitled to hereunder if he had voluntarily terminated his/heremployment with the Company for Good Reason after the Triggering Date, and, forpurposes of implementing the foregoing, the date on which any such successionbecomes effective shall be deemed the Triggering Date.

 

17.*           BINDINGAGREEMENT*.

 

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

 

18.*           REFERENCESAND GENDER*.

 

All references to “Sections” and “Subsections” contained herein are,unless specifically indicated otherwise, references to sections and subsectionsof this Agreement. Whenever herein the singular number is used, the same shallinclude the plural where appropriate, and words of any gender shall includeeach other gender where appropriate.

 

19.*           WAIVER*.

 

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

 

20.*           DISPUTERESOLUTION*.

 

20.1         Anycontroversy or claim arising out of or relating to this Agreement, or thebreach thereof, shall be settled solely and exclusively by arbitration inaccordance with the National Rules for the Resolution of EmploymentDisputes of the American Arbitration Association (“AAA”), as modified herein(the “Rules”). Disputes will be heard and determined by a sole neutralarbitrator who is a Texas licensed employment lawyer appointed in accordancewith the Rules. The place of arbitration shall be Dallas, Texas.

 

20.2         Tothe extent permitted by law, judgment upon any award of the arbitrator shall befinal, binding and conclusive and may be entered upon the motion of eitherparty in any court having jurisdiction thereof or having jurisdiction over oneor more of the parties or their assets. The award of the arbitrators may grantany relief that might be granted by a court of competent jurisdiction. Eitherparty, 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 otherwise specifically provided in this Agreement, allnotices required or permitted hereunder shall be in writing and will be deemedto be delivered when deposited in the United States mail, postage prepaid,registered or certified mail, return receipt requested, addressed to theparties at the respective addresses set forth herein, or at such otheraddresses as may have theretofore been specified by written notice delivered inaccordance herewith.

 

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22.*           SUPERSESSION*.

 

This Agreement supersedes any other agreement or understanding, writtenor oral, between the parties with respect to the matters covered hereunder, andit contains the entire understanding of the parties and all of the covenantsand agreements between them with respect to Executive’s employment.

 

23.*           HEADINGS*.

 

The headings used in this Agreement are used for reference purposesonly and do not constitute substantive matter to be considered in construingthe terms of this Agreement.

 

24.*           INVALIDPROVISION*.

 

Any clause, sentence, provision, section, subsection, or paragraph ofthis Agreement held by a court of competent jurisdiction to be invalid,illegal, or ineffective shall not impair, invalidate, or nullify the remainderof 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.

 

25.*           RIGHTSUNDER PLANS AND PROGRAMS*.

 

Anything in this Agreement to the contrary notwithstanding, noprovision of this Agreement is intended, nor shall it be construed, to reduceor in any way restrict any benefit to which the Executive may be entitled underany agreement, plan, arrangement, or program providing benefits for theExecutive.

 

26.*           MULTIPLECOPIES*.

 

This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original and all of which shall together constituteone and the same instrument. The terms of this Agreement shall become bindingupon 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 orother document, such consent or other document shall be binding upon suchparties.

 

27.*           WITHHOLDINGOF TAXES*.

 

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

 

28.*           LEGALFEES AND EXPENSES*.

 

The Company shall pay and be responsible for all legal fees andexpenses which the Executive may incur as a result of the Company’s failure toperform under this Agreement or as a result of the Company or any successorcontesting the validity or enforceability of this Agreement. In the event of adispute Executive has the exclusive right to designate his counsel of choice.

 

29.*           SETOFF OR COUNTERCLAIM*.

 

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

 

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

 
|   | CARREKER CORPORATION |
|--------|----------------------|
|   |                 |
|   | By:                  | /s/ J. D. Carreker |
|   |                 | J. D. Carreker |
|   |                 | Chairman of the Board and |
|   |                 | Chief Executive Officer |
|   |                 |   |
|   |                 | /s/ Blake Williams |
|   |                 | Blake Williams |

 

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