Exhibit
10.2


 


CARREKER
CORPORATION

EXECUTIVE

RESTRICTED
STOCK AGREEMENT


 


The following are the
terms and conditions of the Restricted Stock Agreement (the “Agreement”), which
are incorporated by reference into the Notice of Grant of Award and Award
Agreement (the “Notice of Award”), signed by the Company and agreed and
accepted by the Award Recipient.


 


Pursuant to the Carreker
Corporation (the “Company”) Third Amended and Restated 1994 Long Term Incentive
Plan (the “Plan”), the Compensation Committee of the Board of Directors of the
Company (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 Common
Stock, $.01 par value (the “Stock”). The terms and conditions of the Award are
set forth below:


 


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


 


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


 


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


 


4.               Accelerated Vesting.  At
the end of fiscal years 2007 and 2008, the Company’s Pre-tax Profit Margin will
be determined based on the Company’s audited financial results. In the event the
Committee determines that the Company’s Pre-tax Profit Margin for the relevant
fiscal year is equal to or greater than the “Performance Target”, then on the anniversary
date of the Award following the end of the fiscal year in which the Company
achieves the Performance Target, 50% of the Award shall vest and be
freely transferable by the Award Recipient. For purposes of this Agreement, the “Performance Target” shall mean the
Pre-tax Profit Margin goal communicated to the Award Recipient in a separate
notice on or about the commencement date of the applicable fiscal year.


 


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


 


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


 


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employment
with the Company for any other reason during the restriction period shall
result in forfeiture of the Award on the date of termination. The Award
Recipient may designate a beneficiary(ies) to receive the shares representing
any restricted stock award automatically vested upon death. The Award Recipient
has the right to change such beneficiary designation at will.


 


6.               Withholding Taxes.  The
Company shall have the right to retain and withhold from any payment to an
Award Recipient the amount of taxes required by any government to be withheld
or otherwise deducted and paid with respect to the Award. At its discretion,
the Company may require an Award Recipient receiving shares of stock under a
restricted stock award to reimburse the Company for any such taxes required to
be withheld by the Company and withhold any distribution in whole or in part
until the Company is so reimbursed. In lieu thereof, the Company shall have the
right to withhold from any other cash amounts due or to become due from the
Company to the Award Recipient an amount equal to such taxes required to be
withheld by the Company to reimburse the Company for any such taxes or retain
and withhold a number of shares having a market value not less than the amount
of such taxes and cancel (in whole or in part) any such shares so withheld in
order to reimburse the Company for any such taxes.


 


7.               Capital
Transactions.  In the event that,
following the date of this Agreement, during the term hereof and prior to the
termination of the Award in accordance with Section 5 hereof, there shall
occur (a) a merger or consolidation of the Company with or into another
corporation in which the Company shall not be the surviving corporation (other
than such a merger or consolidation undertaken to reincorporate in another
jurisdiction) (for purposes of this Section 7, the Company shall not be
deemed the surviving corporation in any such transaction if, as the result
thereof, it becomes a wholly-owned subsidiary of another corporation), (b) a
dissolution of the Company, or (c) a transfer of all or substantially all
of the assets or shares of Stock of the Company in one transaction or a series
of related transactions to one or more other persons or entities (any such
transaction being referred to herein as a “Capital Transaction”), and, either (i) the
Award Recipient’s employment with the Company was terminated ninety (90) days prior
to a Capital Transaction without Cause or (ii) the Award Recipient’s employment with the Company or any subsidiary is
terminated without Cause or the Award Recipient terminates his employment with
the Company or any subsidiary for “Good
Reason” (as that term is defined below) on or within two (2) years
following the
closing date of any Capital Transaction, then upon the occurrence of such
events, any or all Award Shares unvested at the time of termination of
employment shall become fully vested and the Award Recipient, without the
necessity of any further action by the Committee, shall be entitled to receive
the number of Award Shares which are then vested.


 


“Good Reason” means the
occurrence of a Capital Transaction (as defined above) and (a) without
his/her prior concurrence, the Award Recipient is assigned any duties or
responsibilities 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 are
changed, (b) the Award Recipient’s total compensation is reduced, (c) any
change in any Award Recipient benefit plans or arrangements in effect on the
date hereof in which the Award Recipient participates (including without
limitation any pension and retirement plan, savings and profit sharing plan,
stock ownership or purchase plan, stock option plan, or life, medical or
disability insurance plan), which would adversely affect the Award Recipient’s
rights or benefits thereunder, unless such change occurs pursuant to a program
applicable to all executive officers of the Company and does not result in a
proportionately greater reduction in the rights of or benefits to the Award
Recipient as compared to any other executive officer of the Company, or (d) without
his/her prior concurrence, the Award Recipient is required to engage in an
increased amount of travel on the Company’s business.


 


 “Cause” means (a) any act by the Award
Recipient that is materially adverse to the best interests of the Company and
which, if the subject of a criminal proceeding, could result in a criminal
conviction for a felony or (b) the failure by the Award Recipient to
substantially perform his/her duties hereunder, which duties are


 


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


 


8.               Guidelines for Stock Ownership by Executive Officers.  If the Award Recipient is a
senior executive officer of the Company at the time any of the shares of Stock
vest and has not yet achieved the ownership levels contained in the Company’s
guidelines for executive officers, the Award Recipient hereby agrees to retain
at least 25% of the shares remaining after satisfaction of applicable tax
liabilities


 


9.               Administration.  The
Committee shall have full authority and discretion (subject only to the express
provisions of the Plan) to decide all matters relating to the administration
and interpretation of the Plan and this Agreement. All such Committee
determinations shall be final, conclusive, and binding upon the Company, the
Award Recipient, and any and all interested parties. 


 


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


 


11.         Incorporation
of Plan by Reference.  The Award is granted pursuant to the terms of
the Plan, the terms of which are incorporated herein by reference, and the
Award shall in all respects be interpreted in accordance with the Plan. The
Committee shall interpret and construe the Plan and this Agreement, and its
interpretations and determinations shall be conclusive and binding on the
parties hereto and any other person claiming an interest hereunder, with
respect to any issue arising hereunder or thereunder. In the event any of the
terms and conditions set forth in this Agreement are in conflict or are
inconsistent with the terms of the Plan, the terms of the Plan shall control.


 


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


 


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


 


14.         Amendment(s).  This
Agreement shall be subject to the terms of the Plan as amended except that the Award
that is the subject of this Agreement may not in any way be restricted or
limited by any Plan amendment or termination approved after the date of the Award
without the Award Recipient’s written consent.


 


15.         Force
and Effect.  The various provisions of this Agreement are
severable in their entirety. Any determination of invalidity or
unenforceability of any one provision shall have no effect on the continuing
force and effect of the remaining provisions.


 


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


 


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


 


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


 


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