Exhibit
10.7
 
 FIRST
AMENDMENT TO THE
 HYPERCOM
CORPORATION
 LONG-TERM
INCENTIVE PLAN
 (EFFECTIVE
JANUARY 1, 2009)
 
 WHEREAS,Hypercom Corporation
(the “Company”) has adopted and currently maintains the Hypercom Corporation
Long-Term Incentive Plan (the “Plan”) on behalf of its eligible employees,
directors, consultants and advisors;
 
 WHEREAS, Section 15.1 of the
Plan provides that the Board of Directors of the Company may amend the Plan at
any time;
 
 WHEREAS, Section 409A of the
Internal Revenue Code (the “Code”), which became effective as of January 1,
2005, applies to the Plan and certain awards granted pursuant to the
Plan;
 
 WHEREAS, the Plan has been and
shall continue to be administered in good faith compliance with the requirements
of Section 409A of the Code from January 1, 2005 through December 31, 2008;
and
 
 WHEREAS, the purpose of this
First Amendment is to satisfy the documentation requirements of Section 409A of
the Code which are effective as of January 1, 2009.
 
 NOW, THEREFORE, the Plan is
hereby amended, effective as of January 1, 2009, as set forth
below:
 
 1.           
 Section 3.1(e) of the Plan is hereby amended by adding the following
sentence to the end thereof:
 
 The Award
Agreement for any Award subject to the requirements of Section 409A of the Code
may prescribe a different definition of Change of Control that will apply for
purposes of that Award Agreement and that complies with the requirements of
Section 409A of the Code.
 
 2.        
    Section 3.1(i) of the Plan is hereby amended by adding
the following sentence to the end thereof:
 
 The Award
Agreement for any Award subject to the requirements of Section 409A of the Code
may prescribe a different definition of the term Disability that will apply for
purposes of that Award Agreement and that complies with the requirements of
Section 409A of the Code.
 
 3.           
 Section 3.1(k)(ii) of the Plan is hereby amended and restated in its
entirety to read as follows
 
 (ii)  the
price as determined by such methods and procedures as may be established from
time to time by the Board in compliance with Section 409A of the Code and
regulations promulgated thereunder.
 
 4.         
   Section 3.1 of the Plan is hereby amended by adding the
following new paragraphs to the end thereof:
 
 (w)             “Specified Employee” means
certain officers and highly compensated employees of the Company as defined in
Treas. Reg. § 1.409A-1(i).  The identification date for determining
whether any employee is a Specified Employee during any calendar year shall be
the September 1 preceding the commencement of such calendar
year.
  
  (x)              “Termination of Employment”
means a “Separation from Service” solely for the purpose of any Award that is
subject to the requirements of Section 409A of the Code.  With respect
to a Participant who is an employee of the Company, the term “Separation from
Service” means either (i) the termination of a Participant’s employment with the
Company and all Affiliates due to death, retirement or other reasons, or (ii) a
permanent reduction in the level of bona fide services the Participant provides
to the Company and all Affiliates to an amount that is 20% or less of the
average level of bona fide services the Participant provided to the Company and
all Affiliates in the immediately preceding 36 months, with the level of bona
fide service calculated in accordance with Treas. Reg. §
1.409A-1(h)(1)(ii).  For this purpose, the term “Affiliate” has the
meaning set forth in Treas. Reg. § 1.409A-1(h)(3) (which generally requires
at least 50% common ownership).
 
 A
Participant’s employment relationship is treated as continuing while the
Participant is on military leave, sick leave, or other bona fide leave of
absence (if the period of such leave does not exceed six months, or if longer,
so long as the Participant’s right to reemployment with the Company or an
Affiliate is provided either by statute or contract).  If the
Participant’s period of leave exceeds six months and the Participant’s right to
reemployment is not provided either by statute or by contract, the employment
relationship is deemed to terminate on the first day immediately following the
expiration of such six-month period.  Whether a Termination of
Employment has occurred will be determined based on all of the facts and
circumstances and in accordance with regulations issued by the United States
Treasury Department pursuant to Code Section 409A.
 
 With
respect to a Participant who is a non-employee independent contractor or
consultant providing services to Company, the term “Separation from Service”
means a termination of the individual’s services to the Company due to the
expiration of the contract, and if there is more than one contract, all
contracts under which the individual performs services, as long as the
expiration is a good faith and complete termination of the contractual
relationship.  With respect to a Participant who is a non-employee
member of the Board, the term “Separation from Service” means that he or she has
ceased to be a member of the Board.
 
 For
purposes of the Plan, if a Participant performs services in more than one
capacity, the Participant must have a Separation from Service in all capacities
as an employee, member of the Board, independent contractor or consultant to
have a Separation from Service.  Notwithstanding the foregoing, if a
Participant provides services both as an employee and a non-employee, (1) the
services provided as a non-employee are not taken into account in determining
whether the Participant has a Separation from Service as an employee under a
nonqualified deferred compensation plan in which the Participant participates as
an employee and that is not aggregated under Section 409A of the Code with any
plan in which the Participant participates as a non-employee, and (2) the
services provided as an employee are not taken into account in determining
whether the Participant has a Separation from Service as a non-employee under a
nonqualified deferred compensation plan in which the Participant participates as
a non-employee and that is not aggregated under Section 409A of the Code with
any plan in which the Participant participates as an employee.
 
 If, at
the time of a Participant’s Separation from Service, the Company has any stock
which is publicly traded on an established securities market or otherwise, and
if the Participant is considered to be a Specified Employee, to the extent any
payment for any Award is subject to the requirements of Section 409A of the Code
and is payable upon the Participant’s Separation from Service, such payment
shall not commence prior to the first business day following the date which is
six months after the Participant’s Separation from Service (or if earlier than
the end of the six-month period, the date of the Participant’s
death).  Any amounts that would have been distributed during such
six-month period will be distributed on the day following the expiration of the
six-month period.
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  5.          
  Section 7.1(a) of the Plan is hereby amended and restated in its
entirety to read as follows:
 
 (a)  Exercise
Price.  The exercise price per share of Stock under an Option
shall be determined by the Board and set forth in the Award Agreement; provided
that the exercise price for any Option may not be less than the Fair Market
Value of a share of Stock as of the date of grant.
 
 6.         
   Section 8.1(a)(2) of the Plan is hereby amended and restated
in its entirety to read as follows:
 
 (2)  The
grant price of the Stock Appreciation Right as determined by the Board, which
shall not be less than the Fair Market Value of one share of Stock on the date
of grant.
 
 7.       
     Section 8.1(b) of the Plan is hereby amended by
adding the following new paragraph to the end thereof:
 
 As a
general rule, the SARs granted under the Plan are intended to comply with the
so-called “stock rights” exception to Section 409A of the Code described in
Treas. Reg. § 1.409A-1(b)(5)(B).  The Board may in its discretion
grant a SAR Award pursuant to which a Participant can defer receipt of the cash
or Stock payable in exchange for such SARs.  Under these
circumstances, the SAR Award will be subject to Section 409A of the Code
and the Award Agreement must include any provisions needed to comply with the
requirements of Section 409A of the Code and regulations thereunder, or an
exception to thereto.
 
 8.        
    Section 9.3 of the Plan is hereby amended by adding the
following to the end thereof:
 
 Payment
for Performance Shares shall be made in the manner and at the time designated by
the Board in the Award Agreement and the Award Agreement shall include any
provisions needed to comply with the requirements of Section 409A of the Code
and the regulations thereunder, or an exception thereto.
 
 9.        
    Section 11.1 of the Plan is hereby amended by adding the
following to the end thereof:
 
 Notwithstanding
the foregoing, to the extent the Board, in its discretion, grants an award of
dividend equivalents with respect to any Option or Stock Appreciation Right, the
Board shall not condition the right to receive dividend equivalent amounts,
directly or indirectly, upon the exercise of any such Option or Stock
Appreciation Right.  In addition, the Award Agreement for any grant of
dividend equivalents hereunder shall include any provisions needed to comply
with the requirements of Section 409A of the Code and the regulations
thereunder, or an exception thereto.
 
 10.           Section
12.1 of the Plan is hereby amended by adding the following to the end
thereof:
 
 The Award
Agreement for any Award granted pursuant to this Section 12.1 that is subject to
the requirements of Section 409A of the Code shall include any provisions needed
to comply with the requirements of Section 409A of the Code and the regulations
thereunder, or an exception thereto.
 
 11.           Section
13.1 of the Plan is hereby amended by adding the following to the end
thereof:
 
 Notwithstanding
any provision of this Section 13.1 to the contrary, the Board will not take any
action pursuant to this Section that would result in an impermissible
acceleration or further deferral of any Award that is subject to the
requirements of Section 409A of the Code or that would otherwise cause such
Award to be subject to additional tax under Section 409A of the
Code.
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  12.           Section
13.2 of the Plan is hereby amended by adding the following to the end
thereof:
 
 Notwithstanding
any provision of this Section 13.2 to the contrary, the Board will not take any
action pursuant to this Section that would result in an impermissible
acceleration or further deferral of any Award that is subject to the
requirements of Section 409A of the Code or that would otherwise cause such
Award to be subject to additional tax under Section 409A of the
Code.
 
 13.           Section
13.4 of the Plan is hereby amended by adding the following to the end
thereof:
 
 The Award
Agreement for any Award that is subject to the requirements of Section 409A of
the Code shall include any provisions needed to comply with the requirements of
Section 409A of the Code and the regulations thereunder, or an exception
thereto.
 
 14.           Section
13.9 of the Plan is hereby amended by adding the following to the end
thereof:
 
 Notwithstanding
any provision of this Section 13.9 to the contrary, the provisions of this
Section 13.9 shall not result in the acceleration of the time or form of payment
of any Award that is subject to the requirements of Section 409A of the Code,
except to the extent permitted under Section 409A of the Code and the
regulations thereunder.  In addition, the Board will not take any
action pursuant to this Section that would cause any Award to be subject to
additional tax under Section 409A of the Code.
 
 15.           Section
14.1 of the Plan is hereby amended by adding the following to the end
thereof:
 
 Notwithstanding
any provision to the contrary, any adjustment or substitution made pursuant to
this Section 14.1 shall be made in a manner consistent with the requirements of
Section 409A of the Code and regulations thereunder, to extent they apply, and,
in the case of Incentive Stock Options, in a manner consistent with the
requirements of Section 424(a) of the Code.
 
 16.           Section
15.1 of the Plan is hereby amended by adding the following sentence to the end
thereof:
 
 Additional
rules relating to amendments to the Plan or any Award Agreement to assure
compliance with Section 409A of the Code are set forth in Section
16.14.
 
 17.           Article
16 of the Plan is hereby amended by adding the following new Section 16.14 as
set out below:
 
 16.14           COMPLIANCE
WITH SECTION 409A OF THE CODE.  Some of the Awards that may be
granted pursuant to the Plan (including, but not necessarily limited to
Performance Share Awards, Dividend Equivalent Awards and Other Stock-Based
Awards) may be considered to be “non-qualified deferred compensation” subject to
Section 409A of the Code.  If an Award is subject to Section 409A of
the Code, the Award Agreement and this Plan are intended to comply fully with
and meet all of the requirements of Section 409A of the Code or an exception
thereto and the Award Agreement shall include such provisions, in addition to
the provisions of this Plan, as may be necessary to assure compliance with
Section 409A of the Code or an exception thereto.  An Award subject to
Section 409A of the Code also shall be administered in good faith compliance
with the provisions of Section 409A of the Code as well as applicable guidance
issued by the Internal Revenue Service and the Department of
Treasury.  To the extent necessary to comply with Section 409A of the
Code, any Award that is subject to Section 409A of the Code may be modified,
replaced or terminated in the discretion of the
Board.  Notwithstanding any provision of this Plan or Award Agreement
to the contrary, in the event that the Board determines that any Award is or may
become subject to Section 409A of the Code, the Company may adopt such
amendments to the Plan and the related Award Agreements, without the consent of
the Participant, or adopt other policies and procedures (including amendments,
policies and procedures with retroactive effective dates), or take any other
action that the Board determines to be necessary or appropriate to either comply
with Section 409A of the Code or to exclude or exempt the Plan or any Award from
the requirements of Section 409A of the Code; provided, however, that the
Company makes no representations that any Award shall be exempt from or comply
with Section 409A of the Code and makes no undertaking to preclude Section 409A
of the Code from applying to Awards granted under the Plan.
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  18.           This
First Amendment shall amend only the provisions of the Plan as set forth herein,
and those provisions not expressly amended hereby shall be considered in full
force and effect.
 
 IN
WITNESS WHEREOF, the Company has caused this First Amendment to be executed by
its authorized representative on the date set forth below.
 
 Executed
this 31st day of
December, 2008.
 
 Hypercom
      CorporationBy:
                    /s/ Robert VreelandIts:
                    Interim
CFO


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