Exhibit
10.1


 


CARREKER
CORPORATION

EXECUTIVE

NON-QUALIFIED STOCK OPTION AGREEMENT


 


The following are the
terms and conditions of the Non-Qualified Stock Option Agreement (the “Agreement”),
which are incorporated by reference into the Notice of Grant of Stock Options
and Option Agreement (the “Notice of Grant”), signed by the Company and agreed and
accepted by the Optionee.


 


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 granted to you a non-qualified stock option (the “Option”)
to purchase, on the terms and conditions set forth herein, shares (the “Option
Shares”) of the Company’s Common Stock, $.01 par value (the “Stock”). The terms
and conditions of the Option are set forth below:


 


1.                                       Date
of Grant. The Option is granted to you on the date shown in the Notice of
Grant.


 


2.                                       Exercise
of Option. The Option, to the extent vested, may be exercised as follows:


 


(a)                                  The Optionee may
exercise the Option with respect to all or any part of the Option Shares then
vested in the manner specified from time to time by the Company (the “Exercise
Date”).


 


(b)                                 On the Exercise Date
or as soon thereafter as practicable, the Company shall cause to be delivered
to the Optionee or brokerage firm the Option Shares then being purchased upon
full payment for such Option Shares.


 


(c)                                  The Company’s
obligation to deliver Option Shares is subject to applicable federal (including
FICA), state and local tax withholding requirements. The Company may require
the Optionee or other person receiving such Option Shares to pay to the Company
the amount of any such taxes that the Company is required to withhold with
respect to such Option Shares, or the Company may deduct from other wages paid
by the Company the amount of any withholding taxes due with respect to such
Option Shares.


 


3.                                       Termination
of Option.  The Option, and all
rights hereunder with respect thereto, to the extent such rights shall not have
been exercised, shall terminate and become null and void on the earliest to
occur of the following dates:


 


(a)                                  the
expiration date shown on the Notice of Grant;


 


(b)                                 in
the event Optionee’s employment with the Company or any subsidiary is
terminated, other than by reason of death or isability (as defined below) or
terminated for Cause (as defined below), then this Option may be exercised, to
the extent vested, at any time within ninety (90) calendar days after the date
of termination of employment, but not later than the Expiration Date. Following
the expiration of such ninety (90) calendar day period, this Option shall
terminate;


 


(c)                                  in
the event Optionee’s employment with the Company or any subsidiary is
terminated for Cause, then this Option shall terminate and no longer be
exercisable immediately upon the date of termination. “Cause” means (a) any
act by the Optionee 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 Optionee to
substantially perform his/her duties hereunder, which duties


 


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are within the control of
the Optionee (other than the failure resulting from the Optionee’s incapacity
due to physical or mental illness); provided, however, that the Optionee shall
not be deemed to be terminated for Cause under this subsection (b) unless
and until (1) after the Optionee receives written notice from the Company
specifying with reasonable particularity the actions of Optionee 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 Optionee), Optionee fails to reasonably
and prospectively cure such violation.


 


(d)                                 in
the event Optionee dies while employed with the Company or any subsidiary, this
Option may be exercised, to the extent then vested, by the Optionee’s executor,
estate, personal representative or beneficiary, as the case may be, and to whom
this Option is transferred by operation of law, at any time within one (1) year
after the date of death, but not later than the Expiration Date. Following the
expiration of such one-year period, this Option shall terminate;


 


(e)                                  in
the event Optionee’s employment with the Company or any subsidiary is
terminated by reason of his disability (which shall mean “permanent and total
disability” as defined in Section 22(e)(3) of the Code, or any
successor statute), this Option may be exercised, to the extent then vested, at
any time within one (1) year after the date of such disability, but not
later than the Expiration Date. Following the expiration of such one-year
period, this Option shall terminate..


 


4.                                       Adjustment
of and Changes in Stock of the Company. 
In the event of a reorganization, re-capitalization, change of shares,
stock split, spin-off, stock dividend, reclassification, subdivision or
combination of shares, merger, consolidation, rights offering, or any other
change in the corporate structure or shares of capital stock of the Company,
the Committee shall make such adjustment as it deems appropriate in the number
and kind of shares of Stock subject to the Option or in the Exercise Price; provided,
however, that no such adjustment shall give the Optionee any additional
benefits under the Option.


 


5.                                       Capital
Transactions.  In the event that,
following the date of this Agreement, during the term hereof and prior to the
termination of the Option in accordance with Section 3 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 5, 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
Optionee’s employment with the Company was terminated ninety (90) days prior to
a Capital Transaction without Cause, or (ii) the Optionee’s employment with the Company or any
subsidiary is terminated without Cause or the Optionee 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 any or all Option Shares,
unvested at the time of termination of employment,  shall become fully vested and exercisable and
the Optionee, without the necessity of any further action by the Committee,
shall be entitled to purchase, prior to the expiration of a sixty (60) day
period following the later of (i) the date of termination of Optionee’s
employment or (ii) the occurrence of a Capital Transaction, the number of
Option Shares which are then vested and exercisable.


 


“Good Reason” means the
occurrence of a Capital Transaction (as defined above) and (a) without
his/her prior concurrence, the Optionee 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


 


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Agreement, or his/her
reporting responsibilities or titles in effect at such time are changed, (b) the
Optionee’s total compensation is reduced, (c) any change in any Optionee
benefit plans or arrangements in effect on the date hereof in which the Optionee
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 Optionee’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 Optionee as compared to any other executive officer of the
Company, or (d) without his/her prior concurrence, the Optionee is
required to engage in an increased amount of travel on the Company’s business.


 


6.                                       Rights
of Shareholder.  Neither the Optionee
nor any heir, personal representative or other person shall be, or shall have
any of the rights and privileges of, a shareholder of the Company with respect
to any shares of Stock purchasable or issuable upon the exercise of the Option,
in whole or in part, prior to the date of exercise of the Option.


 


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


 


8.                                       Transferability
of Option.  During Optionee’s
lifetime, the Option hereunder shall be exercisable only by the Optionee or any
guardian or legal representative of the Optionee, and the Option shall not be
transferable except, in case of the death of the Optionee, by will or the laws
of descent and distribution, nor shall the Option be subject to attachment,
execution or other similar process. In the event of (a) any attempt by Optionee
to alienate, assign, pledge, hypothecate or otherwise dispose of the Option,
except as provided for herein, or (b) the levy of any attachment,
execution or similar process upon the rights or interest hereby conferred, the
Company may terminate the Option by notice to the Optionee and it shall
thereupon become null and void.


 


9.                                       Employment
Not Affected.  Neither the granting
of the Option nor its exercise shall be construed as granting to the Optionee
any right with respect to continuance of employment. Except as may otherwise be
limited by a written agreement between the Company or one of its subsidiaries,
as the case may be, and the Optionee, the right of the Company (or one of its
subsidiaries) to terminate the Optionee’s employment at any time is
specifically reserved.


 


10.                                 Amendment
of Option.  The Option and this
Agreement may be amended by the Board or the Committee at any time without the
consent of Optionee (i) if the Board or the Committee determines, in its
sole discretion, that the amendment is necessary or advisable in the light of
any addition to or change in the Code or in the regulations issued thereunder,
or any federal or state securities law or other law or regulation, which change
occurs after the date hereof and by its terms applies to the Option or (ii) in
order to make the adjustments set forth in Section 5 hereof. Other than
the matters set forth in the preceding sentence, the consent of Optionee shall
be required in order to amend any other provision of this Agreement.
Notwithstanding the foregoing, the Committee may, in its sole discretion,
accelerate the exercisability of the Option at any time.


 


11.                                 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 Optionee shall be
addressed to Optionee 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.


 


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12.                                 Incorporation
of Plan by Reference.  The Option is
granted pursuant to the terms of the Plan, the terms of which are incorporated
herein by reference, and the Option 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.


 


13.                                 Governing
Law.  The validity, construction,
interpretation and effect of this instrument shall exclusively be governed by
and determined in accordance with the law of the State of Delaware.


 


14.                                 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.


 


15.                                 Binding
Effect.  This Agreement shall be
binding upon the parties hereto, together with their respective executors,
administrators, successors, personal representatives, heirs and assigns.


 


16.                                 Entire
Agreement.  This Agreement and the Notice
of Grant embody the entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings relating to the subject matter hereof.


 


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