exv10w1



 





EXHIBIT 10.1




CONFIDENTIAL SEPARATION AGREEMENT




          This Confidential Separation Agreement (“Agreement”) is made and entered into as of
the date indicated below between VeriFone Holdings, Inc., a Delaware corporation, including all of
its officers, directors, subsidiaries, affiliates and related entities (collectively
“VeriFone”), and William G. Atkinson (“Executive”).




          VeriFone and Executive wish to provide for the separation of their employment relationship and
all agreements that may have existed between them, and fully and finally to settle any and all
disputes arising out of Executive’s employment by VeriFone or the separation of that employment,
without any admission of any kind by either party.




          Therefore, in consideration of the mutual promises and agreements set forth in this Agreement,
VeriFone and Executive agree as follows:




1.      EMPLOYMENT SEPARATION




     1.1      Separation Date. Effective as of July 18, 2007 (the “Separation Date”),
Executive’s employment relationship with VeriFone ceased. Executive hereby agrees that his
employment with VeriFone ceased as of the Separation Date and that following the Separation Date,
Executive had no active employment with VeriFone, including any directorships, offices or other
positions with VeriFone.



     1.2      Separation. Effective on the Separation Date, Executive no longer has any duties
or authority to represent VeriFone or to enter into any agreement or commitments on behalf of
VeriFone. Thereafter, Executive shall have no further rights deriving from Executive’s employment
by VeriFone, and shall not be entitled to any further compensation or vested or unvested benefits,
including, without limitation, any stock options, restricted stock units and other company awards
granted under VeriFone’s stock plans, other than as provided for expressly in this Agreement.



2.      CONSIDERATION




          Subject to Executive’s compliance with, and in exchange for, the promises contained in Section
3, and subject further to the effectiveness of the Waiver and Release of Claims and Covenant Not To
Sue set forth in Section 4, and to the other terms and conditions set forth in this Agreement,
VeriFone agrees to provide Executive with the payments and benefits set forth in this Section 2
(“Separation Consideration”). The payments and other benefits to be provided hereunder are
in place of, and not in addition to, payments otherwise provided under any other severance plan or
policy of the Company. No payments will be made hereunder until the Effective Date, as defined in
Section 4.




          In no event shall Executive be obligated to seek other employment or take other action by way
of mitigation of the amounts payable to Executive under any of the provisions of this Agreement.




 









 





     2.1      Separation Payment.



          (a)      Separation Payment. VeriFone will pay Executive a separation payment equal to an
aggregate of three hundred thousand dollars ($300,000), payable as follows: (i) a lump sum payment
in the amount of $150,000 on the last business day of the month occurring six months after the
Effective Date; and (ii) thereafter, in six (6) equal monthly installments of twenty-five thousand
dollars ($25,000) over a six (6) month period, payable in arrears on the last business day of each
month (“Severance Pay Period”). Any breach or violation by Executive of any of his
obligations under this Agreement will relieve VeriFone from further obligations to make any
payments under this Subsection.




          (b)      Salary and Bonus Entitlement. VeriFone will pay Executive all unpaid salary for
the period up to the Separation Date and 100% of Executive’s target cash bonus for VeriFone’s
fiscal quarter ending July 31, 2007 in the sum of $50,000. Such payments will be made within three
business days of the Effective Date.




          (c)      Vacation. Executive will receive payment for any unused, earned regular, banked
or purchased vacation days, as well as any unused floating holidays, credited to Executive as of
the Separation Date. Such payment will be made with Executive’s final regular payroll check.




     2.2      Equity Grants.



          (a)      2005 Option Grant. Other than as set forth below, the unexercised portion of the
Executive’s option to purchase 125,000 shares of common stock of VeriFone Holdings, Inc. at an
exercise price of $10.00 per share granted to Executive in April 2005 pursuant to the 2005 Employee
Equity Incentive Plan (the “2005 Grant”) will terminate and be forfeited as of the
Separation Date. On October 31, 2009, and for a period of thirty calendar days thereafter, if
Executive has complied with all of the terms of this Agreement, Executive will be entitled to
exercise the unsold portion of the 2005 Grant that has vested or would have vested through October
31, 2007 (the details of which are set forth on Schedule 2.2) at an exercise price of $10.00 per
share. Executive agrees that he will not be entitled to, and shall not seek to exercise such
options prior to October 31, 2009; provided, however, that in the event of a Change in Control (as
defined in the 2005 Employee Equity Incentive Plan) prior to October 31, 2007 which will result in
the options ceasing to be outstanding, VeriFone will use reasonable best efforts to provide that
Executive shall have thirty (30) calendar days prior to such event to exercise such option.




          (b)      2006 Option Grant. Other than as set forth below, the unexercised portion of the
Executive’s option to purchase 40,000 shares of common stock of VeriFone Holdings, Inc. at an
exercise price of $28.86 per share granted to Executive in March 2006 pursuant to the 2006 Equity
Incentive Plan (the “2006 Grant”) will terminate and be forfeited as of the Separation
Date. On October 31, 2009, and for a period of thirty calendar days thereafter, if Executive has
complied with all of the terms of this Agreement, Executive will be entitled to exercise the unsold
portion of the 2006 Grant that has vested or would have vested through October 31, 2007 (the
details of which are set forth on Schedule 2.2) at an exercise price of $28.86 per share.
Executive agrees that he will not be entitled to, and shall not seek to




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exercise such options prior to October 31, 2009; provided, however, that in the event of a
Change in Control (as defined in the 2006 Equity Incentive Plan) prior to October 31, 2007 which
will result in the options ceasing to be outstanding, VeriFone will use reasonable best efforts to
provide that Executive shall have thirty (30) calendar days prior to such event to exercise such
options.




          (c)      2006 Restricted Stock Units. Executive and VeriFone hereby agree that all vested
and unvested restricted stock units (the details of which are set forth on Schedule 2.2) will
terminate and be forfeited as of the Separation Date. VeriFone agrees that it shall, on October
31, 2009, provided that Executive has complied with all of the terms of this Agreement, deliver the
net shares of common stock (following any required withholding of shares of common stock to cover
applicable taxes) equivalent to (i) that number of shares of common stock underlying restricted
stock units that have vested or would have vested and remained unsold through October 31, 2007 (the
details of which are set forth on Schedule 2.2) pursuant to the grant of restricted stock units to
Executive in March 2006 and (ii) that number of shares of common stock underlying restricted stock
units that have vested or would have vested and remained unsold through October 31, 2007 (the
details of which are set forth on Schedule 2.2) pursuant to the grant of restricted stock units to
Executive in September 2006. No restricted stock units granted to Executive under the 2006 Equity
Incentive Plan shall survive the Separation Date.




          (d)      Trading Plans. Executive agrees that he will forthwith terminate, modify or amend
any trading plans entered into pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 to
the extent inconsistent with the provisions of this Subsection 2.2.




     2.3      Benefits Continuation.



          (a)      Employee Benefits. VeriFone will continue to provide, for a period of twelve (12)
months following the Separation Date, or until the date that Executive becomes eligible to
participate in the welfare plans of a new employer, if earlier, the Executive’s family medical and
dental coverage, life, and long-term disability currently provided under VeriFone’s employee
benefits plans under substantially the same terms and conditions (including contributions or
premium payments required from Executive for such benefits) as applicable from time to time to
senior executives of VeriFone. Any breach or violation by Executive of any of the terms of this
Agreement will relieve VeriFone from the obligation to make any benefits available under this
Subsection.




          (b)      Outplacement Services. VeriFone will provide Executive with executive
outplacement services through Lee Hecht Harrison, Inc., Drake Beam Morin, Inc., or an equivalent
agency until the earlier of twelve (12) months from the Separation Date or the date on which
Executive begins active employment with another employer to assist Executive in locating another
suitable executive position. VeriFone’s obligation to provide outplacement services is contingent
upon Executive’s continuing good faith cooperation with the outplacement service and active efforts
to locate another suitable executive position.




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     2.4      Acknowledgment.



          Executive acknowledges that the Separation Consideration provided in this Agreement, which is
in place of other payments and benefits, is good and valuable consideration in exchange for this
Agreement, and includes payments and benefits to which Executive is not otherwise entitled.




     2.5      Withholding.



          VeriFone will withhold from any compensation and benefits payable to Executive under this
Section 2 all appropriate deductions for employee benefits, if applicable, and the amounts
necessary for VeriFone to satisfy its withholding obligations under Federal, state and local income
and employment tax laws.




3.      EXECUTIVE’S COVENANTS




          The parties desire to provide for the protection of the business, good will, confidential
information, relationship and other proprietary rights of VeriFone. Accordingly, Executive agrees
to the following:




          (a)      Property of VeriFone. Within three (3) calendar days of the Effective Date,
Executive will return to VeriFone all property of VeriFone, including, but not limited to all
identification cards; files; computer hardware, software, equipment and disks; keys; Company owned
or leased vehicles; credit cards; mobile devices; and records.




          (b)      Future Conduct. Executive agrees that if he receives inquiries from the media,
financial analysts or VeriFone shareholder or investor communities concerning his departure from
VeriFone, he may indicate that he has departed to pursue other business opportunities or he may
refer such individuals to VeriFone’s Chairman and Chief Executive Officer. Executive further
agrees not to engage in any discussion with any former or present director of VeriFone concerning
his reasons for departure without first informing the Chairman and Chief Executive Officer or the
Executive Vice President and Chief Financial Officer of VeriFone. Executive agrees not to engage
in any form of conduct, or make any statements or representations, that disparage or otherwise harm
the reputation, goodwill or commercial interests of VeriFone or its management or directors.




          (c)      Consultant Services and Cooperation. Executive agrees that he will, at VeriFone’s
reasonable request perform consulting services (collectively, the “Services”) during normal
business days, up to but not exceeding 20 hours during the Severance Pay Period. VeriFone will
provide Executive with ten days’ notice for any requested services and will, in addition to the
consideration provided herein, will reasonably compensate Executive (as agreed between them in good
faith) for time spent providing such requested services. In addition, Executive agrees to
cooperate fully with VeriFone, including its attorneys or accountants, in connection with any
potential or actual litigation, or other real or potential disputes, which directly or indirectly
involves VeriFone. Executive agrees to appear as a witness and be available to attend depositions,
consultations or meetings regarding litigation or potential litigation as reasonably requested by
VeriFone. VeriFone acknowledges that these efforts, if necessary, will impose on Executive’s time
and would likely interfere with other commitments




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Executive may have in the future. Consequently, VeriFone shall attempt to schedule such
depositions, consultations or meetings in coordination with Executive’s schedule, but Executive
recognizes that scheduling of certain court proceedings, including depositions, may be beyond
VeriFone’s control. VeriFone also agrees to reimburse Executive for the out-of-pocket expenditures
actually and reasonably incurred by Executive in connection with the performance of the services
contemplated by this Subsection, including hotel accommodations, air fare transportation and meals
consistent with VeriFone’s generally-applicable expense reimbursement policies as applied to
Executive prior to the Separation Date. In addition, to the extent that such obligations arise
after the Severance Pay Period, VeriFone will reasonably compensate Executive for time spent
providing such cooperation at VeriFone’s request. It is expressly understood by the parties that
amounts paid or reimbursed by VeriFone to Executive under this Subsection are not intended or
understood to be dependent in any way upon the character of content of any information Executive
discloses in good faith in any such proceedings, meetings or consultation.




          (d)      Confidentiality of this Agreement. Executive and VeriFone agree that this
Agreement and its terms will be regarded as confidential as between the parties, and that neither
they nor their counsel will reveal or disclose either the terms or the substance of this Agreement
to any other person, except as required by law (including the securities laws, which for the
avoidance of doubt will require that VeriFone file a Current Report on Form 8-K under the
Securities Exchange Act of 1934 with respect to this Agreement), subpoena, court order or other
legal process. If disclosure is compelled by law (including the securities laws), subpoena, court
order or other legal process, or as otherwise required by law, the party so compelled agrees to
notify the other party as soon as notice of such requirement or process is received and before
disclosure takes place. Notwithstanding these provisions, Executive may disclose the terms of this
Agreement to members of Executive’s immediate family, Executive’s accountant or financial advisor,
and Executive’s attorney upon their agreement to maintain this Agreement in strict confidence, as
set forth in this Subsection. Further, nothing in this Subsection limits VeriFone’s ability to
disclose the information internally to those persons with a legitimate business reason to have
access to the information.




          (e)      Confidential Information. Executive acknowledges that he has had access to
confidential Company business information (including, but not limited to, future business plans,
pricing strategies, marketing plans, customer lists, financial information and personnel
information) concerning the business, plans, finances and assets of VeriFone (“Confidential
Information”) and which is not generally known outside of VeriFone. For all time, Executive
agrees that he shall not, without the proper written authorization of VeriFone, directly or
indirectly use, divulge, furnish or make accessible to any person any Confidential Information, but
instead shall keep all Confidential Information strictly and absolutely confidential. Executive
will use reasonable and prudent care to safeguard and prevent the unauthorized use or disclosure of
Confidential Information.




          Further, Executive expressly acknowledges that the terms of this Subsection are material to
this Agreement, and if Executive breaches the terms of this Subsection, Executive shall be
responsible for all damages and, at the election of VeriFone, the return of all consideration paid
hereunder, without prejudice to any other rights and remedies that VeriFone may have.




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          Executive acknowledges and agrees that the Confidential Information and special knowledge
acquired during Executive’s employment with VeriFone is proprietary to VeriFone and is valuable and
unique, and that breach by Executive of the provisions of this Agreement as described in this
Subsection will cause VeriFone irreparable injury and damage, which cannot be reasonably or
adequately compensated solely by money damages. Executive, therefore, expressly agrees that
VeriFone shall be entitled to injunctive or other equitable relief in order to prevent a breach of
this Agreement or any part thereof, in addition to such other remedies legally available to
VeriFone. Executive expressly waives the claim that VeriFone has an adequate remedy at law.




     (f)      Solicitation of Employees. Executive shall not, at any time during twenty-four
(24) month period following the Separation Date, directly or indirectly induce or attempt to induce
any employee of VeriFone to leave the employ of VeriFone or in any way interfere with the
relationship between VeriFone and any of its employees or, on behalf of himself or any other
person, hire, employ or engage any such person. Executive further agrees that, during such time,
if an employee of VeriFone contacts Executive about prospective employment, Executive will inform
such employee that he or she cannot discuss the matter further and refer such matter to the
Executive Vice President and Chief Financial Officer of VeriFone.



     (g)      Solicitation of Clients, Customers, Etc. Executive shall not, at any time during
the twenty-four (24) month period following the Separation Date, directly or indirectly, solicit
any person who, as of the Separation Date was a client, customer, vendor, consultant or agent of
VeriFone to discontinue business, in whole or in part with VeriFone. Executive further agrees
that, during such time, if a client, customer, vendor, consultant or agent of VeriFone contacts
Executive about discontinuing business with VeriFone and/or moving that business elsewhere,
Executive will inform such person that he cannot discuss the matter further and refer such matter
to the Executive Vice President and Chief Financial Officer of VeriFone.



     (h)      Non-Competition. Executive agrees that during the twenty-four (24) month period
following the Separation Date, Executive will not, anywhere in North America, Europe or Asia,
invest in, contribute capital to, raise capital for or directly or indirectly participate in the
business or management (as a director, officer, employee, consultant, advisor, agent,
representative or otherwise) of, any Person (including, without limitation, First Data Corporation,
Hypercom Corporation, Ingenico S.A., International Business Machines Corp., MICROS Systems, Inc.,
NCR Corporation, Radiant Systems, Inc., Thales Group and Sagem Monetel) that is engaged in any
business that designs, develops, manufactures, markets or sells point-of-sale payment
hardware, software or services, including any credit/debit card payment solution and related
support services, unless both parties agree otherwise in writing. For purposes of this section
3(h), “Person” shall mean any individual, sole proprietor, general partnership, limited
partnership, company, corporation, joint venture, trust, fund, limited liability company, limited
liability partnership, association or any other entity. Provided, however, that purchasing and
owning, directly or indirectly, up to one percent (1%) of the capital stock or other securities of
any corporation or other entity whose stock or securities are traded on any national or regional
securities exchange or the national over-the-counter market and such ownership shall not constitute
a violation of this Section 3(h).



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     (i)      Indemnification. For the period of six (6) years following the Separation Date,
VeriFone will indemnify and hold harmless Executive against all losses, claims, damages, costs,
expenses, liabilities or judgments or amounts that are paid in settlement, in each case to the
extent actually and reasonably incurred with the approval of VeriFone, which approval shall not be
unreasonably withheld or delayed arising out of or in connection with any claim, action, suit,
proceeding or investigation by reason of the fact that Executive was an officer or employee of
VeriFone, pertaining to any matter existing or occurring at or prior to the Separation Date and
whether asserted or claimed prior to, or at or after the Separation Date to the full extent
VeriFone is permitted by applicable law to indemnify Executive.



4.      GENERAL WAIVER, RELEASE AND COVENANT NOT TO SUE BY EXECUTIVE




          (a)      General Waiver and Release by Executive.




          Each of Executive and VeriFone (in such capacity a “Releasing Party”), as a material
inducement to the other party (in such capacity a “Released Party”), to enter into this
Agreement, and in consideration of the Released Party’s promises to make the payments and provide
the benefits and/or perform the other covenants and agreements set forth in this Agreement, hereby
knowingly and voluntarily releases and forever discharges the Released Party, and all of his or its
affiliates and related entities, and all of their past, present and future respective agents,
officers, directors, stockholders, employees, attorneys and assigns from any federal, state or
local charges, claims, demands, actions, liabilities, suits, or causes of action, at law or equity
or otherwise and any and all rights to or claims for continued employment after the Separation
Date, attorneys fees or damages including contract, compensatory, punitive or liquidated damages)
or equitable relief, which he may ever have had, has now or may ever have or which Releasing
Party’s heirs, executors or assigns can or shall have, against any or all of them, whether known or
unknown, on account of or arising out of Executive’s employment with VeriFone or its Affiliates or
the termination thereof; provided, however that this release shall not apply to: (i) claims based
on this Agreement; and (ii) claims based on California Labor Code section 2802.




          This release includes, but is not limited to, rights and claims arising under the Age
Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of
1990, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act,
the Fair Labor Standards Act, any state or local human rights statute or ordinance, any claims or
rights of action relating to breach of contract, public policy, personal or emotional injury,
defamation, additional compensation, or fringe benefits. Executive specifically waives the benefit
of any statute or rule of law which, if applied to this Agreement, would otherwise exclude from its
binding effect any claims not now known by Executive to exist. This release does not purport to
waive claims arising under these laws after the date of this Agreement.




          Executive acknowledges that he has reviewed the information about the severance offer
described above as part of this Agreement. Executive confirms that he has been given at least
twenty-one (21) days within which to consider this Agreement and the General Waiver and Release
contained herein. Executive further confirms that he has been advised in




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writing prior to his execution of this Agreement to consult with legal counsel. Executive
acknowledges that if he executes this Agreement prior to the expiration of twenty-one (21) days, or
chooses to forgo the advice of legal counsel, or any personal or financial advisor, he does so
freely and knowingly, and waives any and all future claims that such action or actions would affect
the validity of this Agreement. Executive acknowledges that any changes made to this Agreement
after its first presentation to Executive, whether material or immaterial, do not restart the
tolling of this twenty-one (21) day period.




          Executive understands that he may revoke this Agreement at any time on or before the seventh
(7th) day following the date on which he signs the Agreement. To be effective, the
decision to revoke must be in writing and delivered to VeriFone, personally or by certified mail,
to the attention of:



VeriFone Holdings, Inc.

2099 Gateway Place, Suite 600

San Jose, CA 95110

Attn: Chairman and Chief Executive Officer



with a copy to:



Sullivan & Cromwell LLP

1870 Embarcadero Road

Palo Alto, California 94303-3308

Attention: Scott D. Miller, Esq.



on or before the seventh (7th) day after Executive signs the Agreement. In no case will
this Agreement become effective or enforceable against the Executive or VeriFone until the
expiration of the seven (7) day revocation period (the “Effective Date”). If Executive
exercises this limited right to revoke, or if the release provisions of Section 4 are held invalid
for any reason whatsoever, Executive agrees to return any consideration received under the terms of
this Agreement and that VeriFone is released from any obligations under this Agreement.




          (b)      Covenant Not to Sue. Executive and VeriFone each covenants and agrees not to sue
or bring any action, whether federal, state, or local, judicial or administrative, now or at any
future time, against, the other party, its Affiliates, its or their respective agents, directors,
officers or employees, with respect to any claim released hereby or arising out of Executive’s
employment with VeriFone or its Affiliates. Nevertheless, this Agreement does not purport to limit
any right Executive may have to file a charge under the ADEA or other civil rights statute or to
participate in an investigation or proceeding conducted by the Equal Employment Opportunity
Commission or other investigatory agency. This Agreement does, however, waive and release any
right to recover damages under the ADEA or other civil rights statute.




          (c)      California Civil Code Section 1542. In connection with this Section 4, Executive
and VeriFone each acknowledges that such party is aware that he or it or their respective attorneys
may hereafter discover facts different from or in addition to the facts which are now known or
believed to be true with respect to the subject matters in this Section 4, but




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that each of them intends that the general releases herein given shall be and remain in full
force and effect, notwithstanding the discovery of any such different or additional facts.
Therefore, Executive and VeriFone acknowledge that they have each been informed by their respective
attorneys of and that he is familiar with, Section 1542 of the Civil Code of the State of
California, which provides as follows:




“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR”.


Executive and VeriFone each does hereby waive and relinquish all rights and benefits they have or
may have under Section 1542 of the Civil Code of the State of California, to the full extent that
they may lawfully waive all such rights and benefits pertaining to the subject matters in this
Section 4.




5.      MISCELLANEOUS PROVISIONS




          (a)      Non-Assignment of Claims. Executive and VeriFone each represents and warrants to
the other that they have not sold, assigned, transferred, conveyed or otherwise disposed of to any
third-party, by operation of law or otherwise, any action, cause of action, suit, debt, obligation,
account, contract, agreement, covenant, guarantee, controversy, judgment, damage, claim,
counterclaim, liability or demand of any nature whatsoever relating to any matter covered by this
Agreement.




          (b)      Successors. This Agreement shall be binding upon, enforceable by and inure to the
benefit of, (i) Executive’s personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees and (ii) VeriFone and its successors and
permitted assigns. Neither this Agreement nor any rights arising hereunder may be assigned,
pledged, transferred or hypothecated by either party hereto.




          (c)      CONTROLLING LAW AND VENUE. THE VALIDITY OF THIS AGREEMENT AND ANY OF ITS
PROVISIONS AND CONDITIONS, AS WELL AS THE RIGHTS AND DUTIES OF THE PARTIES, SHALL BE INTERPRETED
AND CONSTRUED PURSUANT TO AND IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAW OF CONFLICTS,
OF THE STATE OF NEW YORK. THE PARTIES SELECT AND IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION
OF ANY UNITED STATES FEDERAL COURT SITTING IN THE NORTHERN DISTRICT OF CALIFORNIA OR ANY STATE
COURT OF CALIFORNIA SITTING IN SANTA CLARA COUNTY FOR ANY ACTION TO ENFORCE, CONSTRUE OR INTERPRET
THIS AGREEMENT. THE PARTIES FURTHER WAIVE ANY OBJECTION TO VENUE IN SUCH STATE ON THE BASIS OF
FORUM NON CONVENIENS OR OF CONVENIENCE OF THE PARTY.




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          (d)      Amendment. Any amendment to this Agreement shall only be made in writing and
signed by the parties.




          (e)      Waiver. No claim or right arising out of a breach or default under this Agreement
can be discharged by a waiver of that claim or right unless the waiver is in writing signed by the
party hereto to be bound by such waiver. A waiver by any party of a breach or default by the other
party of any provision of this Agreement shall not be deemed a waiver of future compliance with
such provision, and such provision shall remain in full force and effect.




                         (f)      Notice. All notices, requests, demands and other communications under the
Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid,
and properly addressed as follows:


To Executive:



William G. Atkinson

4993 Sandshore Court

San Diego, CA 92130



with a copy (which shall not constitute notice) to:



Morrison & Foerster LLP

12531 High Bluff Drive

Suite 100

San Diego, CA 92130

Attention: Rick Bergstrom, Esq.



To :



VeriFone Holdings, Inc.

2099 Gateway Place, Suite 600

San Jose, CA 95110

Attention: Chairman and Chief Executive Officer



with a copy (which shall not constitute notice) to:



Sullivan & Cromwell LLP

1870 Embarcadero Road

Palo Alto, California 94303-3308

Attention: Scott D. Miller, Esq.




     The parties agree to notify each other promptly of any change in mailing address.



          (g)      Headings. Headings used in this Agreement are for reference purposes only and
shall not be deemed to be a part of this Agreement.




          (h)      Entire Agreement. VeriFone and Executive each represent and warrant that no
promise or inducement has been offered or made except as set forth and that the




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consideration stated is the sole consideration for this Agreement. This Agreement is a
complete agreement and states fully all agreements, understandings, promises and commitments as
between Executive and VeriFone as to the separation of Executive from employment by VeriFone. This
Agreement supersedes any prior agreements, whether oral or written, between Executive and VeriFone.
Except as expressly provided herein, Executive shall not be entitled to any other or further
compensation or remuneration.




          (i)      Unemployment Compensation. In the event that Executive files a claim for
unemployment compensation or re-employment insurance benefits, VeriFone agrees that it will not
contest Executive’s claims on any grounds, including, without limitation, that Executive has
voluntarily resigned from employment or committed acts of disqualifying misconduct. Nothing
contained in this paragraph prohibits VeriFone from correcting misstatements made by Executive.




          (j)      References. VeriFone will use reasonable best efforts to ensure that those of its
employees who have been made aware of the circumstances of Executive’s termination from VeriFone’s
employ shall refrain from making statements or representations that disparage or otherwise harm the
reputation of Executive. VeriFone agrees that VeriFone will provide a favorable oral or written
employment reference as and when Executive reasonably requests.




          (k)      Assistance. VeriFone agrees that it will, at Executive’s request assist Executive
in satisfying his remaining obligations to complete and file Forms 4 under the Securities Exchange
Act of 1934.




          (l)      Ambiguity. Executive and VeriFone have reviewed this Agreement and discussed the
contents hereof with counsel. Therefore no rule of construction that would provide for resolution
of any ambiguity or uncertainty in a writing against a party drafting the writing shall apply to
this Agreement.




          (m)      Attorneys’ Fees and Costs. The prevailing party in any action relating to an
alleged breach or enforcement of this Agreement shall be entitled to an award of reasonable
attorneys’ fees and costs.




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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year set
forth below:




	 	 	 
	EXECUTIVE:

	 	VERIFONE HOLDINGS, INC.
	 
	 	 
	/s/ William G. Atkinson

	 	By:/s/ Douglas G. Bergeron
	 

	 	 
	William G. Atkinson

	 	Name: Douglas G. Bergeron
	Date: August 2, 2007

	 	Title: Chairman and Chief Executive Officer
	 

	 	Date: August 2, 2007






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Schedule 2.2




Stock Option Grants




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Number of	 	 	Number of	 	 	Total number of	 	 	 	 
	 	 	 	 	 	 	 	Options Vested	 	 	Options to vest	 	 	Options to become	 	 	 	 
	 	 	 	 	Type of	 	 	through 	 	 	through October	 	 	exercisable	 	 	Exercise	 
	 	Grant	 	 	Award	 	 	Separation Date1	 	 	31, 2007	 	 	October 31, 20092	 	 	Price	 
	 	April 2005

	 	 	Option
	 	 	 	31,500	 	 	 	 	7,812	 	 	 	 	39,312	 	 	 	$10.00
per
 share	 
	 	March 2006

	 	 	Option
	 	 	 	12,500	 	 	 	 	2,500	 	 	 	 	15,000	 	 	 	$28.86
per
 share	 
	 





Restricted Stock Units




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	Number of	 	 	Number of	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Restricted Stock	 	 	Restricted Stock	 	 	Total number of	 	 	 	 
	 	 	 	 	 	 	 	Units Vested	 	 	Units to Vest	 	 	Restricted Stock	 	 	 	 
	 	 	 	 	Type of	 	 	through	 	 	through October	 	 	Units to be	 	 	Exercise	 
	 	Grant	 	 	Award	 	 	Separation Date	 	 	31, 2007	 	 	forfeited3	 	 	Price	 
	 	March 2006

	 	 	RSU
	 	 	 	3,125	 	 	 	 	625	 	 	 	 	3,750	 	 	 	N/A	 
	 	September 2006

	 	 	RSU
	 	 	 	-0-	 	 	 	 	10,000	 	 	 	 	10,000	 	 	 	N/A	 
	 







 




			
	1	 	Subject to forfeiture under the terms of the
applicable equity incentive plan
	 
	2	 	Awards will be exercisable under the terms and
conditions of the Separation Agreement on October 31, 2009 and for the period
of thirty calendar days thereafter (or for thirty calendar days prior to an
earlier Change in Control pursuant to which the options will cease to be
outstanding).
	 
	3	 	Pursuant to Section 2.2(c), VeriFone agrees that
it will, on October 31, 2009, or, if earlier, upon a Change in Control (as
defined in the 2006 Equity Incentive Plan) pursuant to which shares in VeriFone
will cease to be publicly traded make a stock grant of 13,750 shares of common
stock to Executive, subject to the terms and conditions of this Agreement.






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