EXHIBIT
10.8
 
 FIRST
AMENDMENT TO THE
 HYPERCOM
CORPORATION
 2000
BROAD-BASED STOCK INCENTIVE PLAN
 (EFFECTIVE
JANUARY 1, 2009)
 
 WHEREAS,Hypercom Corporation
(the “Company”) has adopted and currently maintains the Hypercom Corporation
2000 Broad-Based Stock Incentive Plan (the “Plan”) on behalf of the members of
its Board of Directors, employees, officers and executives;
 
 WHEREAS, Section 11.1 of the
Plan provides that the Committee may amend the Plan at any time with the
approval of the Board of Directors of the Company;
 
 WHEREAS, Section 409A of the
Internal Revenue Code (the “Code”), which became effective as of January 1,
2005, applies to the Plan and awards granted under the Plan that do not fit
within an exception to Section 409A of the Code;
 
 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(k) of the Plan is hereby amended by restating
clause (ii) 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.
 
 2.         
   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 Committee 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.
 
 3.         
   Section 9.2 of the Plan is hereby amended by adding the
following to the end thereof:
 
 Notwithstanding
any provision of this Section 9.2 to the contrary, the Committee will not take
any action pursuant to this Section 9.2 that would cause any Option granted
pursuant to the Plan to be subject to the requirements of Section 409A of the
Code or the additional tax imposed thereunder.
  
  4.       
     Section 9.4 of the Plan is hereby amended by
adding the following to the end thereof:
 
 As a
general rule, the Options 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).  If the Committee, pursuant to this
Section, grants an Option that does not qualify for the stock rights exception,
such Option may be subject to Section 409A of the Code.  The Award
Agreement for such Award must include any provisions needed to comply with the
requirements of Section 409A of the Code and regulations thereunder, or an
exception to thereto.
 
 5.         
   Section 10.1 of the Plan is hereby amended by adding the
following to the end thereof:
 
 Notwithstanding
any provision to the contrary, any adjustment, substitution, or exchange made
pursuant to this Section 10.1 shall be made in a manner consistent with the
requirements of the Section 409A of the Code and the regulations thereunder, to
the extent they apply.
 
 6.         
   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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