**Exhibit10.2**

 

**CARREKERCORPORATIONEXECUTIVE****RESTRICTEDSTOCK AGREEMENT**

 

The following are theterms and conditions of the Restricted Stock Agreement (the “Agreement”), whichare incorporated by reference into the Notice of Grant of Award and AwardAgreement (the “Notice of Award”), signed by the Company and agreed andaccepted by the Award Recipient.

 

Pursuant to the CarrekerCorporation (the “Company”) Third Amended and Restated 1994 Long Term IncentivePlan (the “Plan”), the Compensation Committee of the Board of Directors of theCompany (the “Committee”) has awarded to you a restricted stock award (the “Award”),on the terms and conditions set forth herein, of shares of the Company’s CommonStock, $.01 par value (the “Stock”). The terms and conditions of the Award areset forth below:

 

1.               Award of Shares.  Underthe terms of the Plan, the Committee has awarded to the Award Recipient arestricted stock award on the date shown in the Notice of Award.

 

2.               Award Restrictions.  Uponthe vesting of the Award by virtue of the lapse of the restriction period setforth in the Notice of Award or under Paragraphs 4 or 7 of this Agreement, theCompany shall cause the requisite number of shares to be delivered to the AwardRecipient or beneficiary(ies) within thirty (30) days after vesting. During therestriction period, the shares covered by the Award are not transferable by theAward Recipient by means of sale, assignment, exchange, pledge or otherwise.However, during the restriction period, the Award Recipient does have the rightto tender for sale or exchange with the Company’s written consent any suchshares in the event of any tender offer within the meaning of Section 14(d) ofthe Securities Exchange Act of 1934.

 

3.               Shares.  The shares representing theAward shall be registered on the Company’s books in the name of the AwardRecipient as of the Award Date. The Company shall instruct its transfer agentthat shares representing the Award are not transferable by the Award Recipientby means of sale, assignment, exchange, pledge or otherwise, until such time asthe shares are vested (i.e., the restriction period lapses).

 

4.               Accelerated Vesting.  Atthe end of fiscal years 2007 and 2008, the Company’s Pre-tax Profit Margin willbe determined based on the Company’s audited financial results. In the event theCommittee determines that the Company’s Pre-tax Profit Margin for the relevantfiscal year is equal to or greater than the “Performance Target”, then on the anniversarydate of the Award following the end of the fiscal year in which the Companyachieves the Performance Target, 50% of the Award shall vest and befreely transferable by the Award Recipient. For purposes of this Agreement, the “Performance Target” shall mean thePre-tax Profit Margin goal communicated to the Award Recipient in a separatenotice on or about the commencement date of the applicable fiscal year.

 

“Pre-taxProfit Margin” means the percentage calculated by dividing the Company’sPre-tax Profit by the Total Revenues, as each is reported in the Company’sconsolidated audited financial statements included in its annual report on Form 10-K,for the applicable fiscal year.

 

5.               Termination of Employment.  Ifthe Award Recipient terminates employment with the Company due to death ordisability during the restriction period, the Award shall vest in full as ofthe date of such termination. If the Award Recipient’s employment with theCompany terminates under special circumstances determined by the Committee, theAward may be forfeited (or may be vested in full or in part) as determined bythe Committee. Except as set forth in Section 7, hereof, termination ofthe Award Recipient’s

 

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employmentwith the Company for any other reason during the restriction period shallresult in forfeiture of the Award on the date of termination. The AwardRecipient may designate a beneficiary(ies) to receive the shares representingany restricted stock award automatically vested upon death. The Award Recipienthas the right to change such beneficiary designation at will.

 

6.               Withholding Taxes.  TheCompany shall have the right to retain and withhold from any payment to anAward Recipient the amount of taxes required by any government to be withheldor otherwise deducted and paid with respect to the Award. At its discretion,the Company may require an Award Recipient receiving shares of stock under arestricted stock award to reimburse the Company for any such taxes required tobe withheld by the Company and withhold any distribution in whole or in partuntil 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 retainand withhold a number of shares having a market value not less than the amountof such taxes and cancel (in whole or in part) any such shares so withheld inorder to reimburse the Company for any such taxes.

 

7.               CapitalTransactions.  In the event that,following the date of this Agreement, during the term hereof and prior to thetermination of the Award in accordance with Section 5 hereof, there shalloccur (a) a merger or consolidation of the Company with or into anothercorporation in which the Company shall not be the surviving corporation (otherthan such a merger or consolidation undertaken to reincorporate in anotherjurisdiction) (for purposes of this Section 7, the Company shall not bedeemed the surviving corporation in any such transaction if, as the resultthereof, it becomes a wholly-owned subsidiary of another corporation), (b) adissolution of the Company, or (c) a transfer of all or substantially allof the assets or shares of Stock of the Company in one transaction or a seriesof related transactions to one or more other persons or entities (any suchtransaction being referred to herein as a “Capital Transaction”), and, either (i) theAward Recipient’s employment with the Company was terminated ninety (90) days priorto a Capital Transaction without Cause or (ii) **the Award Recipient’s employment with the Company or any subsidiary isterminated without Cause or the Award Recipient terminates his employment withthe Company****or any subsidiary for “GoodReason” (as that term is defined below) on or within two (2) yearsfollowing**theclosing date of any Capital Transaction, then upon the occurrence of suchevents, any or all Award Shares unvested at the time of termination ofemployment shall become fully vested and the Award Recipient, without thenecessity of any further action by the Committee, shall be entitled to receivethe number of Award Shares which are then vested.

 

“Good Reason” means theoccurrence of a Capital Transaction (as defined above) and (a) withouthis/her prior concurrence, the Award Recipient is assigned any duties orresponsibilities that are inconsistent with his/her position, duties,responsibilities or status at the commencement of the term of this Agreement,or his/her reporting responsibilities or titles in effect at such time arechanged, (b) the Award Recipient’s total compensation is reduced, (c) anychange in any Award Recipient benefit plans or arrangements in effect on thedate hereof in which the Award Recipient participates (including withoutlimitation any pension and retirement plan, savings and profit sharing plan,stock ownership or purchase plan, stock option plan, or life, medical ordisability insurance plan), which would adversely affect the Award Recipient’srights or benefits thereunder, unless such change occurs pursuant to a programapplicable to all executive officers of the Company and does not result in aproportionately greater reduction in the rights of or benefits to the AwardRecipient as compared to any other executive officer of the Company, or (d) withouthis/her prior concurrence, the Award Recipient is required to engage in anincreased amount of travel on the Company’s business.

 

 “Cause” means (a) any act by the AwardRecipient 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 Award Recipient tosubstantially perform his/her duties hereunder, which duties are

 

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within the control of theAward Recipient (other than the failure resulting from the Award Recipient’sincapacity due to physical or mental illness); provided, however, that theAward Recipient shall not be deemed to be terminated for Cause under this subsection (b) unlessand until (1) after the Award Recipient receives written notice from theCompany specifying with reasonable particularity the actions of Award Recipientwhich constitute a violation of this subsection (b) and (2) withina period of thirty (30) days after receipt of such notice (and during which theviolation is within the control of the Award Recipient), Award Recipient failsto reasonably and prospectively cure such violation.

 

8.               Guidelines for Stock Ownership by Executive Officers.  If the Award Recipient is asenior executive officer of the Company at the time any of the shares of Stockvest and has not yet achieved the ownership levels contained in the Company’sguidelines for executive officers, the Award Recipient hereby agrees to retainat least 25% of the shares remaining after satisfaction of applicable taxliabilities

 

9.               Administration.  TheCommittee shall have full authority and discretion (subject only to the expressprovisions of the Plan) to decide all matters relating to the administrationand interpretation of the Plan and this Agreement. All such Committeedeterminations shall be final, conclusive, and binding upon the Company, theAward Recipient, and any and all interested parties.

 

10.         Notices.  Anynotice to the Company provided for in this Agreement shall be addressed to itin care of its Corporate Secretary at the Company’s executive offices. Anynotice to the Award Recipient shall be addressed to Award Recipient at thecurrent address shown on the payroll records of the Company or by email. Anynotice shall be deemed to be duly given if and when properly addressed andposted by registered or certified mail, postage prepaid or by email.

 

11.         Incorporationof Plan by Reference.  The Award is granted pursuant to the terms ofthe Plan, the terms of which are incorporated herein by reference, and theAward shall in all respects be interpreted in accordance with the Plan. TheCommittee shall interpret and construe the Plan and this Agreement, and itsinterpretations and determinations shall be conclusive and binding on theparties hereto and any other person claiming an interest hereunder, withrespect to any issue arising hereunder or thereunder. In the event any of theterms and conditions set forth in this Agreement are in conflict or areinconsistent with the terms of the Plan, the terms of the Plan shall control.

 

12.         Capitalized Terms.  Unless otherwise defined herein, eachcapitalized term appearing in this Agreement shall have the same meaning as thecorresponding term in the Plan.

 

13.         Rightto Continued Employment.  Nothing in the Plan or this Agreement shallconfer on an Award Recipient any right to continue in the employ of the Companyor in any way affect the Company’s right to terminate the Award Recipient’semployment without prior notice at any time.

 

14.         Amendment(s).  ThisAgreement shall be subject to the terms of the Plan as amended except that the Awardthat is the subject of this Agreement may not in any way be restricted orlimited by any Plan amendment or termination approved after the date of the Awardwithout the Award Recipient’s written consent.

 

15.         Forceand Effect.  The various provisions of this Agreement areseverable in their entirety. Any determination of invalidity orunenforceability of any one provision shall have no effect on the continuingforce and effect of the remaining provisions.

 

16.         GoverningLaw.  This Agreement shall be construed andenforced in accordance with and governed by the laws of the State of Delaware.

 

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17.         Successors.  ThisAgreement shall be binding upon and inure to the benefit of the successors,assigns and heirs of the respective parties.

 

18.         Entire Agreement.  ThisAgreement and the Notice of Award containthe entire understanding of the parties and shall not be modified or amendedexcept in writing and duly signed by the parties. No waiver by either party ofany default under this Agreement shall be deemed a waiver of any later default.

 

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