SEVERANCE AGREEMENT
Exhibit 10.2
THIS AGREEMENT is entered into as of the date indicated on the signature page hereof, by and
between VeriFone Holdings, Inc., a Delaware corporation (“VeriFone”), and the executive
named on such signature page (“Executive”).
W I T N E S S E T H
WHEREAS, VeriFone considers the establishment and maintenance of a sound and vital management
to be essential to protecting and enhancing the best interests of VeriFone and its stockholders;
and
WHEREAS, VeriFone recognizes the possibility that it may experience a change in control and
that such a change of control and its possibility subjects VeriFone to the risk of the departure or
distraction of its key management; and
WHEREAS, VeriFone’s Board of Directors has determined that it is in the best interests of
VeriFone and its stockholders to secure Executive’s continued services and to ensure Executive’s
continued dedication to his duties;
NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, VeriFone and Executive hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
respective meanings set forth below:
(a) “Board” means the Board of Directors of VeriFone.
(b) “Cause” means (i) the commission of a felony, (ii) willful conduct tending to
bring VeriFone or any Related Entity into substantial public disgrace or disrepute, (iii)
substantial and repeated failure to perform duties of the office held by Executive as reasonably
directed by the Board, (iv) gross negligence or willful misconduct with respect to VeriFone or any
Related Entity or any of their customers or suppliers involving willful dishonesty or fraud, (v)
any material breach by Executive of his material obligations under this Agreement or any material
written policies of VeriFone or any Related Entity or (vi) the Executive’s disqualification or bar
by any governmental or self-regulatory authority from serving as an officer of VeriFone or any
Related Entity or in any of the capacities contemplated by this Agreement.
(c) “Change in Control” means the occurrence of any one of the following events:
(i) any “person” (as such term is defined in Section 3(a)(9) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and as
used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of 50% or more of the outstanding VeriFone Voting Securities;
provided, however, that the event described in this paragraph (i) shall
not be deemed to be a Change in Control if it occurs by virtue of any acquisition: (A)
by VeriFone or any Subsidiary, (B) by any employee benefit plan (or related trust)
sponsored or maintained by VeriFone or any Subsidiary, (C) by any underwriter or broker
temporarily holding securities in connection with an offering of such securities, (D)
pursuant to a Non-Qualifying Transaction (as defined in paragraph (ii) below) or (E)
pursuant to any acquisition by Executive or any group of persons including Executive (or
any entity controlled by Executive or any group of persons including Executive);
(ii) the consummation of a merger, consolidation, statutory share exchange or
similar form of corporate transaction involving VeriFone or any of its Subsidiaries that
requires the approval of VeriFone’s stockholders, whether for such transaction or the
issuance of securities in the transaction (a “Business Combination”), unless
immediately following such Business Combination: (A) a majority of the total voting
power of (x) the corporation resulting from such Business Combination (the
“Surviving Corporation”), or (y) if applicable, the ultimate parent corporation
that directly or indirectly has beneficial ownership of at least 95% of the voting
securities eligible to elect directors of the Surviving Corporation (the “Parent
Corporation”), is represented by VeriFone Voting Securities that were outstanding
immediately prior to such Business Combination (or, if applicable, is
represented by shares into which such VeriFone Voting Securities were converted pursuant to such
Business Combination), (B) no person (other than any employee benefit plan (or related
trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation),
is or becomes the beneficial owner, directly or indirectly, of a majority of the total
voting power of the outstanding voting securities eligible to elect directors of the
Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation)
and (C) a majority of the members of the board of directors of the Parent Corporation
(or, if there is no Parent Corporation, the Surviving Corporation) following the
consummation of the Business Combination were Incumbent Directors (as defined below) at
the time of the Board’s approval of the execution of the initial agreement providing for
or recommendation of the offer to stockholders effecting such Business Combination (any
Business Combination which satisfies all of the criteria specified in (A), (B) and (C)
above shall be deemed to be a “Non-Qualifying Transaction”);
(iii) a sale of all or substantially all of VeriFone’s assets other than in
connection with a Non-Qualifying Transaction; or
(iv) completion of a plan of complete liquidation or dissolution of VeriFone.
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Notwithstanding the foregoing, a Change in Control of VeriFone shall not be deemed to occur
solely because any person acquires beneficial ownership of a majority of VeriFone Voting Securities
as a result of the acquisition of VeriFone Voting Securities by VeriFone which reduces the number
of VeriFone Voting Securities outstanding; provided, that if after such acquisition
by VeriFone such person becomes the beneficial owner of additional VeriFone Voting Securities that
increases the percentage of outstanding VeriFone Voting Securities beneficially owned by such
person, a Change in Control of VeriFone shall be deemed to occur at that time.
(d) “Date of Termination” means (i) the effective date on which Executive’s employment
by VeriFone terminates as specified in a prior written notice by VeriFone or Executive, as the case
may be, to the other, delivered pursuant to Section 10 or (ii) if Executive’s employment by
VeriFone terminates by reason of death or Disability, the date of Executive’s death or termination
by Disability.
(e) “Disability” means termination of Executive’s employment by VeriFone due to
Executive’s absence from Executive’s duties on a full-time basis for at least ninety (90)
consecutive days or for shorter periods aggregating at least one hundred twenty (120) days during
any twelve-month period as a result of Executive’s incapacity due to documented illness, accident,
injury, physical or mental incapacity or other disability.
(f) “Fully Vest” means (i) any stock options, stock appreciation rights or similar
rights granted under the Plan shall become fully vested and immediately exercisable, (ii) any
restricted stock, restricted stock units and other stock-based rights granted under the Plan will
become fully vested, any restrictions applicable to such rights shall lapse, and (iii) any
performance goals applicable to any such rights will be deemed to be fully satisfied.
(g) “Good Reason” means, without Executive’s express written consent, the occurrence
of any of the following events during a Qualifying Termination Period:
(i) any material and adverse change in the status, duties or responsibilities
(including titles, offices and reporting responsibilities) of Executive that is
inconsistent with Executive’s position, status, duties and responsibilities with
VeriFone immediately prior to the commencement of such Qualifying Termination Period
(including any material and adverse diminution of such status, duties or
responsibilities);
(ii) a reduction by VeriFone in Executive’s rate of annual base salary or annual
target bonus opportunity as in effect immediately prior to the commencement of such
Qualifying Termination Period;
(iii) any requirement of VeriFone that Executive be based anywhere more than fifty
(50) miles from the office where Executive is based at the time of the Change in
Control;
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(iv) the failure of VeriFone to continue in effect any employee benefit plan,
compensation plan, welfare benefit plan or material fringe benefit plan in which
Executive is participating immediately prior to such Change in Control or the taking of
any action by VeriFone which would adversely affect Executive’s participation in or
reduce Executive’s benefits under any such plan, unless Executive is permitted to
participate in other plans providing Executive with substantially equivalent benefits in
the aggregate; or
(v) any purported termination of Executive’s employment which is not effectuated
pursuant to Section 10(b) (and which will not constitute a termination hereunder).
Any action taken in good faith and which is remedied by VeriFone within ten (10) days after
receipt of notice thereof given by Executive shall not constitute Good Reason. Executive’s right
to terminate employment for Good Reason shall not be affected by Executive’s incapacity due to
mental or physical illness and Executive’s continued employment shall not constitute consent to, or
a waiver of rights with respect to, any event or condition constituting Good Reason; provided,
however, that Executive must provide notice of termination of employment within ninety (90) days
following Executive’s knowledge of an event constituting Good Reason or such event shall not
constitute Good Reason under this Agreement.
(h) “Incumbent Directors” means individuals who, on the date hereof constitute the
Board, provided that any person becoming a director subsequent to the date hereof whose election or
nomination for election was approved by a vote of a majority of the Incumbent Directors then on the
Board (either by a specific vote or by approval of the proxy statement of VeriFone in which such
person is named as a nominee for director, without written objection to such nomination) shall be
an Incumbent Director; provided, however, that no individual initially elected or nominated as a
director of VeriFone as a result of an actual or threatened election contest with respect to
directors or as a result of any other actual or threatened solicitation of proxies by or on behalf
of any person other than the Board shall be deemed to be an Incumbent Director.
(i) “Plan” means the VeriFone Holdings, Inc. 2006 Equity Incentive Plan (or any
successor or replacement stock option plan) and any Stock Option Agreement entered into pursuant
thereto.
(j) “Qualifying Termination” means a termination of Executive’s Employment during a
Qualifying Termination Period (A) by VeriFone other than for Cause or (B) by Executive for Good
Reason. Termination of employment on account of death, Disability or Retirement shall not be
treated as a Qualifying Termination.
(k) “Qualifying Termination Period” means the period beginning ninety (90) days prior
to a Change in Control and ending twelve (12) months following such Change in Control. For
purposes of determining the timing of payments and benefits to Executive under Section 4,
the date of the actual Change in Control shall be treated as Executive’s Date of Termination under
Section 1(e), and for purposes of
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determining the amount of payments and benefits to Executive under Section 4, the date
Executive’s employment is actually terminated shall be treated as Executive’s “Date of
Termination”.
(l) “Related Entity” means any parent or subsidiary corporation of VeriFone or any
business, corporation, partnership, limited liability company or other entity in which VeriFone or
a parent or a subsidiary corporation holds at least a 25% ownership interest, directly or
indirectly and any other entity specifically designated as a Related Entity by the Board.
(m) “Retirement” means Executive’s mandatory retirement (not including any mandatory
early retirement) in accordance with VeriFone’s retirement policy generally applicable to its
salaried employees, as in effect immediately prior to the Change in Control, or in accordance with
any retirement arrangement established with respect to Executive with Executive’s written consent.
(n) “Subsidiary” means any corporation or other entity in which VeriFone has a direct
or indirect ownership interest of a majority of the total combined voting power of the then
outstanding securities or interests of such corporation or other entity entitled to vote generally
in the election of directors or in which VeriFone has the right to receive a majority of the
distribution of profits or a majority of the assets upon liquidation or dissolution.
(o) “VeriFone Voting Securities” means securities of VeriFone having the right to vote
for the election of the Board (with regard to the occurrence of any contingency).
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2. Obligation of Executive. In the event of a tender or exchange offer, proxy
contest, or the execution of any agreement which, if consummated, would constitute a Change in
Control, Executive agrees not to voluntarily leave the employ of VeriFone, other than as a result
of Disability, Retirement or an event which would constitute Good Reason if a Change in Control had
occurred, until the Change in Control occurs or, if earlier, such tender or exchange offer, proxy
contest, or agreement is terminated or abandoned.
3. Term of Agreement. This Agreement shall be effective on the date hereof and shall
continue in effect until VeriFone shall have given twelve months’ written notice of cancellation;
provided, that, notwithstanding the delivery of any such notice, this Agreement
shall continue in effect for a period of twelve months after a Change in Control, if such Change in
Control shall have occurred during the term of this Agreement. Notwithstanding anything in this
Section to the contrary, this Agreement shall terminate if Executive or VeriFone terminates
Executive’s employment prior to the commencement of any Qualifying Termination Period.
4. Payments Upon Termination of Employment.
(a) Severance. If the employment of Executive shall be terminated by VeriFone other
than for Cause or pursuant to a Qualifying Termination, then VeriFone shall pay to Executive:
(i) Earned Payments. Within ten (10) days following the Date of
Termination a lump-sum cash amount equal to the sum of (A) Executive’s base salary
through the Date of Termination and any bonus amounts which have become payable, to the
extent not theretofore paid or deferred, and (B), any compensation previously deferred
by Executive other than pursuant to a tax-qualified plan (together with any interest and
earnings thereon) and any accrued vacation pay, in each case to the extent not
theretofore paid; plus
(ii) Severance Payments. Within ten (10) days following the Date of
Termination, a lump-sum cash amount equal to Executive’s annual base salary during the
6-month period immediately prior to Executive’s Date of Termination.
(b) Benefits. If the employment of Executive has been terminated by VeriFone other
than for Cause or pursuant to a Qualifying Termination, then VeriFone shall continue to provide,
for a period of six months following Executive’s Date of Termination, Executive (and Executive’s
dependents, if applicable) with the same level of medical, dental, accident, disability and life
insurance benefits, upon substantially the same terms and conditions (including contributions
required by Executive for such benefits) as existed immediately prior to Executive’s Date of
Termination; provided, that, if Executive cannot continue to participate in
VeriFone plans providing such benefits, VeriFone shall otherwise provide such benefits on the same
after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing,
in the event Executive becomes reemployed and becomes eligible to receive employee benefits from
such
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employer, the employee benefits described herein shall be secondary to such benefits during
the period of Executive’s eligibility, but only to the extent that VeriFone reimburses Executive
for any increased cost and provides any additional benefits necessary such that Executive receives
the employee benefits provided hereunder.
5. Vesting
(a) If the employment of Executive shall terminate pursuant to a Qualifying Termination (other
than upon the occurrence of a Change in Control specified in paragraph (c)(iv) of the definition of
such term), then, immediately prior to such termination, unless the applicable award agreement
expressly provides otherwise, all outstanding stock options and stock appreciation rights granted
to Executive under the Plan and all restricted stock, restricted stock units and other stock-based
rights granted to Executive under the Plan shall Fully Vest.
(b) Upon the occurrence of a Change in Control specified in paragraph (c)(iv) of the
definition of such term, all outstanding options or rights granted under the Plan will terminate
upon consummation of the liquidation or dissolution of VeriFone. The Board may, in the exercise of
its sole discretion in such instance, (i) provide that option or right shall Fully Vest as of any
specified date prior to such liquidation or dissolution and/or (ii) declare that any option or
right shall terminate as of any specified date.
6. Limitation on Payments by VeriFone.
(a) Notwithstanding anything in this Agreement to the contrary, in the event it shall be
determined that (i) any payment, award, benefit or distribution (or any acceleration of any
payment, award, benefit or distribution) by VeriFone (or any of its affiliated entities) or any
entity which effectuates a Change in Control (or any of its affiliated entities) to or for the
benefit of Executive (whether pursuant to the terms of this Agreement or otherwise) (the
“Payments”) would be subject to the excise tax (the “Excise Tax”) under Section
4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the reduction
of the amounts payable to Executive under this Agreement to the maximum amount that could be paid
to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide
the Executive with a greater after tax amount than if such amounts were not reduced, then the
amounts payable to Executive under this Agreement shall be reduced to the Safe Harbor Cap. The
reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the
payments under Section 4(a)(ii), unless an alternative method of reduction is elected by Executive.
For purposes of reducing the Payments to the Safe Harbor Cap, only amounts payable to Executive
under this Agreement (and no other Payments) shall be reduced, unless consented to by Executive.
If the reduction of the amounts payable hereunder would not result in a greater after tax result to
Executive, no amounts payable under this Agreement shall be reduced pursuant to this provision.
(b) All determinations required to be made under this Section 6 shall be made by a public
accounting firm that is retained by VeriFone (the “Accounting
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Firm”) which shall provide detailed supporting calculations both to VeriFone and
Executive within fifteen (15) business days of the receipt of notice from VeriFone or the Executive
that a payment is to be made hereunder. Notwithstanding the foregoing, in the event (i) the Board
shall determine prior to the Change in Control that the Accounting Firm is precluded from
performing such services under applicable auditor independence rules or (ii) the Audit Committee of
the Board determines that it does not want the Accounting Firm to perform such services because of
auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for
the individual, entity or group effecting the Change in Control, the Board shall appoint another
nationally recognized public accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and
expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm
shall be borne by VeriFone. The determination by the Accounting Firm shall be binding upon
VeriFone and Executive (except as provided in paragraph (c) below).
(c) If it is established pursuant to a final determination of a court or the Internal Revenue
Service (the “IRS”) proceeding which has been finally and conclusively resolved, that
Payments have been made to, or provided for the benefit of, Executive by VeriFone, which are in
excess of the limitations provided in this Section 6 (hereinafter referred to as an “Excess
Payment”), such Excess Payment shall be deemed for all purposes to be an advance to Executive
made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment
to VeriFone on demand, together with interest on the Excess Payment at the applicable federal rate
(as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess
Payment until the date of such repayment. As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the determination, it is possible that Payments which will
not have been made by VeriFone should have been made (an “Underpayment”), consistent with
the calculations required to be made under this Section 6. In the event that it is determined (i)
by the Accounting Firm, VeriFone (which shall include the position taken by VeriFone, or together
with its consolidated group, on its federal income tax return) or the IRS or (ii) pursuant to a
determination by a court, that an Underpayment has occurred, VeriFone shall pay an amount equal to
such Underpayment to Executive within ten (10) days of such determination together with interest on
such amount at the applicable federal rate from the date such amount would have been paid to
Executive until the date of payment. Executive shall cooperate, to the extent his or her expenses
are reimbursed by VeriFone, with any reasonable requests by VeriFone in connection with any
contests or disputes with the Internal Revenue Service in connection with the Excise Tax or the
determination of the Excess Payment. Notwithstanding the foregoing, in the event that amounts
payable under this Agreement were reduced pursuant to Section 6(a) and the value of any equity
awards is subsequently redetermined by the Accounting Firm (as defined below) within the context of
Treasury Regulation §1.280G-1 Q/A 33 that reduces the value of the Payments attributable to such
options, VeriFone shall promptly pay to Executive any amounts payable under this Agreement that
were not previously paid solely as a result of Section 6 (a) up to the Safe Harbor Cap.
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7. Withholding Taxes. VeriFone may withhold from all payments due to Executive (or
his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other
law, VeriFone is required to withhold therefrom.
8. Scope of Agreement. Nothing in this Agreement shall be deemed to entitle Executive
to continued employment with VeriFone or its Subsidiaries, and if Executive’s employment with
VeriFone shall terminate other than during a Qualifying Termination Period, Executive shall have no
further rights under this Agreement (except as otherwise provided hereunder); provided,
however, that any termination of Executive’s employment during a Qualifying Termination
Period shall be subject to all of the provisions of this Agreement.
9. Successors; Binding Agreement.
(a) This Agreement shall not be terminated by any Business Combination. In the event of any
Business Combination, the provisions of this Agreement shall be binding upon the Surviving
Corporation, and such Surviving Corporation shall be treated as VeriFone hereunder.
(b) VeriFone agrees that in connection with any Business Combination, it will cause any
successor entity to VeriFone unconditionally to assume, by written instrument delivered to
Executive (or his beneficiary or estate), all of the obligations of VeriFone hereunder. Failure of
VeriFone to obtain such assumption prior to the effectiveness of any such Business Combination that
constitutes a Change in Control, shall constitute Good Reason hereunder and shall entitle Executive
to compensation and other benefits from VeriFone in the same amount and on the same terms as
Executive would be entitled hereunder if Executive’s employment were terminated by reason of a
Qualifying Termination. For purposes of implementing the foregoing, the date on which any such
Business Combination becomes effective shall be deemed the date Good Reason occurs, and shall be
the Date of Termination if requested by Executive.
(c) This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or
legal representatives, executors, administrators, successors, heirs, distributees, devisees and
legatees. If Executive shall die while any amounts would be payable to Executive hereunder had
Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance with the terms of this Agreement to such person or persons appointed in writing by
Executive to receive such amounts or, if no person is so appointed, to Executive’s estate.
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10. Notices. (a) For purposes of this Agreement, all notices and other
communications required or permitted hereunder shall be in writing and shall be deemed to have been
duly given when delivered or five (5) days after deposit in the United States mail, certified and
return receipt requested, postage prepaid, addressed as follows:
If to the Executive, as indicated on the signature page hereof:
If to VeriFone:
VeriFone Holdings, Inc.
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
0000 Xxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
Facsimile: (000) 000-0000
with copies to:
Xxxxxxxx & Xxxxxxxx LLP
0000 Xxxxxxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000
0000 Xxxxxxxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxx
Facsimile: (000) 000-0000
or to such other address as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.
(b) A written notice of Executive’s Date of Termination by VeriFone or Executive, as the case
may be, to the other, shall (i) indicate the specific termination provision in this Agreement
relied upon, and (ii) specify the termination date (which date shall be not less than fifteen (15)
(thirty (30), if termination is by VeriFone for Disability) nor more than sixty (60) days after the
giving of such notice). The failure by Executive or VeriFone to set forth in such notice any fact
or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of
Executive or VeriFone hereunder or preclude Executive or VeriFone from asserting such fact or
circumstance in enforcing Executive’s or VeriFone’s rights hereunder.
11. Full Settlement; Resolution of Disputes and Costs
(a) VeriFone’s obligation to make any payments provided for in this Agreement and otherwise to
perform its obligations hereunder shall be in lieu and in full settlement of all other severance
payments to Executive under any other agreement between Executive and VeriFone, and any severance
plan of VeriFone. VeriFone’s obligations hereunder shall not be affected by any set-off,
counterclaim, recoupment, defense or other claim, right or action which VeriFone may have against
Executive or others. In no event shall Executive be obligated to seek other employment or take
other
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action by way of mitigation of the amounts payable to Executive under any of the provisions of
this Agreement and, except as provided in Section 4(b), such amounts shall not be reduced whether
or not Executive obtains other employment.
(b) Any dispute or controversy arising under or in connection with this Agreement shall be
settled exclusively by arbitration in Santa Xxxxx County, California by three arbitrators in
accordance with the commercial arbitration rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrators’ award in any court having jurisdiction.
VeriFone shall bear all costs and expenses arising in connection with any arbitration proceeding
pursuant to this Section except in the case of arbitration that is finally determined to have been
commenced by Executive in bad faith.
12. Employment with Subsidiaries. Employment with VeriFone for purposes of this
Agreement shall include employment with any Subsidiary.
13. Survival. The respective obligations and benefits afforded to VeriFone and
Executive as provided in Sections 4 (to the extent that payments or benefits are owed as a result
of a termination of employment that occurs during the term of this Agreement), 5, 6 (to the extent
that Payments are made to Executive as a result of a Change in Control that occurs during the term
of this Agreement), 7, 9(c) and 11 shall survive the termination of this Agreement.
14. GOVERNING LAW; VALIDITY. THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF CALIFORNIA WITHOUT REGARD TO THE PRINCIPLE OF CONFLICTS OF LAWS. THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF ANY OTHER PROVISION OF THIS AGREEMENT, WHICH OTHER PROVISIONS SHALL REMAIN IN FULL FORCE AND
EFFECT.
15. Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original and all of which together shall constitute one and the same instrument.
16. Miscellaneous. No provision of this Agreement may be modified or waived unless
such modification or waiver is agreed to in writing and signed by Executive and by a duly
authorized officer of VeriFone. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. Failure by Executive or VeriFone to
insist upon strict compliance with any provision of this Agreement or to assert any right Executive
or VeriFone may have hereunder, including without limitation, the right of Executive to terminate
employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any
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other provision or right of this Agreement. Except as otherwise specifically provided herein,
the rights of, and benefits payable to, Executive, his estate or his beneficiaries pursuant to this
Agreement are in addition to any rights of, or benefits payable to, Executive, his estate or his
beneficiaries under any other employee benefit plan or compensation program of VeriFone.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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[SIGNATURE PAGE TO XXXXX SEVERANCE AGREEMENT]
IN WITNESS WHEREOF, VeriFone has caused this Agreement to be executed by a duly authorized
officer of VeriFone and Executive has executed this Agreement as of the 2nd day of September, 2008.
| VERIFONE HOLDINGS, INC. |
||||
| /s/ Xxxx Xxxxxxxx | ||||
| Xxxx Xxxxxxxx | ||||
| Chief Executive Officer | ||||
| /s/ Xxxxxx Xxxxx | ||||
| Xxxxxx Xxxxx | ||||
| Executive Address for Notices: 0000 Xxxxxxx Xxxxx, Xxxxx 000 Xxx Xxxx, XX 00000 |
||||
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