**Exhibit 10.1**

** **

**CARREKER CORPORATION**

**THIRD AMENDED AND RESTATED**

**1994 LONG TERM INCENTIVE PLAN**

 

**Restricted Stock Agreement**

**OptionGrant Number              **

 

                ThisAgreement (“Agreement”) is dated this                  day of                               by and between Carreker Corporation, a Delaware corporation (the “Company”) and                   (“Employee”).

 

 

                WHEREAS, theCompany maintains the Carreker Corporation Third Amended and Stated 1994 LongTerm Incentive Plan (“Plan”) under which the Company’s Compensation Committeeof the Board of Directors (the “Committee”) may, among other things, awardshares of the Company’s Common Stock (“Stock”) to such members of the Company’smanagement team as the Committee may determine, subject to terms, conditions,or restrictions as it may deem appropriate;

 

                WHEREAS, pursuantto the Plan, the Committee has awarded to the Award Recipient a restrictedstock award conditioned upon the execution by the Company and the AwardRecipient of a Restricted Stock Agreement setting forth all the terms andconditions applicable to such award in accordance with Part IV of the Plan;

 

                NOW, THEREFORE, inconsideration of the mutual promises and covenants contained herein, it ishereby agreed as follows:

 

                                                1.     Award of Shares.  Under the terms of the Plan, the Committeehas awarded to the Award Recipient a restricted stock award on                           (“AwardDate”), covering                  shares of Stock subject to the terms, conditions and restrictions set forth inthis Agreement.

 

2.               Award Restrictions.  The Stock covered by this restricted stockaward shall vest and be freely transferable by the Award Recipient as follows

 

(a)          The Award shall vest with respect to                           (33.33%) one-third on the third anniversary date ofthis Agreement,

 

(b)         The Award shall vest with respect to an additional                  (33.33%) one-third on the fourth anniversary date of this Agreement,

 

(c)          The Award shall vest with respect to the remaining                           ****(33.33%)lone-third on the fifth anniversary date of this Agreement.

 

 

Upon the vesting of the restricted stock award by virtue of the lapseof the restriction period set forth above or under Paragraphs 4 or 6 of thisAgreement, the Company shall cause a stock certificate covering the requisitenumber of shares to be delivered to the Award Recipient or beneficiary(ies)within 30 days after vesting.

 

During the restriction period, the shares covered by the restrictedstock award are not transferable by the Award Recipient by means of sale,assignment, exchange, pledge, or otherwise. However, during the restrictionperiod, the Award Recipient does have the right to tender for sale or exchangewith the Company’s written consent any such shares in the event of any tenderoffer within the meaning of Section 14(d) of the Securities Exchange Act of1934.

 

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3.               Stock Certificates.  The stock certificate(s) evidencing therestricted stock award shall be registered on the Company’s books in the nameof the Award Recipient as of the Award Date. The Company shall retain physical possession or custody of such stockcertificate(s) until such time as the shares are vested (i.e., the restrictionperiod lapses).  While in its possession,the Company reserves the right to place a legend on the stock certificate(s)restricting the transferability of such certificate(s) and referring to theterms and conditions (including forfeiture) approved by the Committee and applicableto the shares represented by the certificate(s).

 

4.               Termination ofEmployment.  If the AwardRecipient terminates employment with the Company due to death or disabilityduring the restriction period, the restricted stock award shall vest in full asof the date of such termination.  If theAward Recipient’s employment with the Company terminates under specialcircumstances determined by the Committee, the restricted stock award may beforfeited (or may be vested in full or in part) as determined by theCommittee.  Termination of the AwardRecipient’s employment with the Company for any other reason during therestriction period shall result in forfeiture of the restricted stock award onthe date of termination.  The AwardRecipient may designate a beneficiary(ies) to receivethe stock certificate representing any restricted stock award automaticallyvested upon death.  The Award Recipienthas the right to change such beneficiary designation at will.

 

5.               Withholding Taxes.  The Company shall have the right to retainand withhold from any payment to an Award Recipient the amount of taxesrequired by any government to be withheld or otherwise deducted and paid withrespect to the restricted stock award. At its discretion, the Company may require an Award Recipient receivingshares of Stock under a restricted stock award to reimburse the Company for anysuch taxes required to be withheld by the Company and withhold any distributionin whole or in part until the Company is so reimbursed.  In lieu thereof, the Company shall have theright to withhold from any other cash amounts due or to become due from theCompany to the Award Recipient an amount equal to such taxes required to bewithheld by the Company to reimburse the Company for any such taxes or retain andwithhold a number of shares having a market value not less than the amount ofsuch taxes and cancel (in whole or in part) any such shares so withheld inorder to reimburse the Company for any such taxes.

 

6.               Capital Transaction.  The restrictions on the shares awarded underthis Agreement shall immediately lapse on the occurrence of a CapitalTransaction, as that term is defined in the Plan.

 

7.               Administration.  The Committee shall have full authority anddiscretion, (subject only to the express provisions of the Plan) to decide allmatters relating to the administration and interpretation of the Plan and thisAgreement.  All such Committeedeterminations shall be final, conclusive, and binding upon the Company, theAward Recipient, and any and all interested parties.

 

8.               Right to ContinuedEmployment.  Nothing in thePlan or this Agreement shall confer on an Award Recipient any right to continuein the employ of the Company or in any way affect the Company’s right toterminate the Award Recipient’s employment without prior notice at any time.

 

9.               Amendment(s).  This Agreement shall be subject to the termsof the Plan as amended except that the restricted stock award that is thesubject of this Agreement may not in any way be restricted or limited by any Planamendment or termination approved after the date of the award without the AwardRecipient’s written consent.

 

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10.         Force and Effect.  The various provisions of this Agreement areseverable in their entirety.  Anydetermination of in validity or unenforceability of any one provision shallhave no effect on the continuing force and effect of the remaining provisions.

 

11.         Governing Law.  This Agreement shall be construed andenforced in accordance with and governed by the laws of the State of Delaware.

 

12.         Successors.  This Agreement shall be binding upon andinure to the benefit of the successors, assigns, and heirs of the respectiveparties.

 

13.         Notices.  Unless waived by the Company, any notice tothe Company required under or relating to this Agreement shall be in writingand addressed to:           CarrekerCorporation, 4005 Valley View Lane, Suite 1000, Dallas, Texas 75244, ATTN:  General Counsel.

 

14.         Entire Agreement.  This Agreement contains the entire understandingof the parties and shall not be modified or amended except in writing and dulysigned by the parties.  No waiver byeither party of any default under this Agreement shall be deemed a waiver ofany later default.

 

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as ofthe date first above written.

 

 
|   | CARREKER  CORPORATION |
|--------|-----------------------|
|   |                  |
|   |                  |
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|   | By:                   |   |
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|   | EMPLOYEE              |
|   |                  |
|   |                  |
|   |                  |
|   | Signature             |
|   |                  |
|   |                  |
|   | (Print Name)          |

 

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