EX-10.1






March 30, 2005




	 	 	 
	Mr. Christopher S. Alexander

	 	

	 
	 	 
	President and Chief Executive Officer

	 
	 	 
	HYPERCOM CORPORATION

2851 W. Kathleen Road

Phoenix, Arizona 85053

Re:

	 	





Amended Employment Agreement







Dear Chris:



Upon execution by you, this letter will constitute the first amendment to that employment
agreement dated February 4, 2004 between Hypercom Corporation (the “Company”) and you (the
“Agreement”) (this amendment, the “Amendment”). Unless otherwise superseded by
this Amendment, the terms of the Agreement will remain in full force and effect until the
expiration of this Amendment.



I. Paragraph 1 of the Agreement is deleted in its entirety and replaced with the following:




	 	1.	 	Term. This Agreement will be effective as of 12:00 noon on March 31,
2005 and will terminate after the close of business on March 31, 2007.





II. Paragraph 2 of the Agreement is deleted in its entirety and replaced with the following:




	 	2.	 	Positions with the Company. Effective as of 12:00 noon on March 31,
2005, this letter confirms your resignation from the positions of President, Chief
Executive Officer and Chairman of the Board of Directors of the Company and each of its
subsidiaries and affiliates. During the term of this Agreement, you will remain
employed with the Company in the following capacities:






	 	(a)	 	Special Assistant to the Board and CEO. You will serve
as the special assistant (“Special Assistant”) to the Company’s Board
of Directors and Chief Executive Officer (“CEO”) and you will
faithfully and diligently perform all duties commensurate with this position,
as such duties may be defined from time to time by either the Chairman of the
Board of Directors of the Company (“Chairman”) or the CEO. You will
report directly and exclusively to the Chairman and the CEO. Except as
directed in writing by the Chairman or CEO and subject to those other
limitations imposed on you by the Chairman or CEO pursuant to this subparagraph
(a), you agree that in your capacity as Special Assistant to the Board and CEO:






	 	(1)	 	Except as necessary to fulfill your obligations
as a director as provided for in Paragraph 2(b) below, all contact with
the Company and any work performed for or on behalf of the Company must
be obtained, discussed, delivered and communicated exclusively with and
through either the Chairman or the CEO.






	 	(2)	 	You cannot hold yourself out as an officer of
the Company, nor bind or obligate the Company in any manner whatsoever.






	 	(3)	 	You cannot speak with stock or other analysts,
shareholders, suppliers, customers or other third parties in relation
to Company (other than shareholders who are family or friends, as to
which you may discuss non-confidential information in the ordinary
course).






	 	(4)	 	You may pursue other employment, provided,
however, that any such other employment or pursuit of employment cannot
be adverse to the Company’s interests and cannot interfere with your
obligation to fulfill your duties with the Company.






	 	(5)	 	It is not anticipated that you will participate
in the search process for either a new Chief Executive Officer or Chief
Financial Officer of the Company, although you will have the
opportunity to meet with candidates, cast your vote for or against
candidates and discharge those other duties imposed upon you by law in
your capacity as a director, as provided for below.






	 	(b)	 	Director. You may continue to provide services to the
Company in your capacity as director, provided, however, that you agree that
you will, without further action, be deemed to have resigned as a director of
the Company (and each of its affiliates and subsidiaries) at the request of a
majority of the Board (except you).





III. Paragraph 3 of the Agreement is deleted in its entirety and replaced with the following:




	 	3.	 	Compensation. You will receive the following compensation for those
services provided for in this Agreement:






	 	(a)	 	You will receive an annualized salary of $450,000 per year,
paid in equal installments in accordance with the Company’s salary payment
policies as in effect from time to time.






	 	(b)	 	You will be able to retain any stock options granted to you,
subject to the terms and conditions thereof and of applicable Company plans,
provided, however, that you hereby forfeit all your unvested options, other
unvested awards of stock (including your restricted stock), and any and all
other forms of incentive compensation as of the effective date of this
Agreement.






	 	(c)	 	You will not participate in any bonus, option, restricted stock
or other incentive plan.






	 	(d)	 	You may participate in any 401(k) plan, stock purchase plan,
medical plan and/or other group benefit plans, either currently in effect or as
may be established from time to time by the Board, for which you as an employee
of the Company are, and remain, eligible to participate. (You acknowledge that
you will not be entitled to any benefits under any discretionary plan unless
actually provided to you in accordance with such plan).






	 	(e)	 	You will be permitted to take vacations and sick leave, in
accordance with the Company’s policies and procedures as in effect for
employees of the Company.






	 	(f)	 	You recognize and agree that, as of March 31, 2005, the
Company’s obligations to reimburse membership dues, fees and expenses,
including without limitation your golf club membership will terminate, except
as contemplated in Paragraph 4.






	 	(g)	 	You recognize and agree that at the end of the term of this
Agreement, you will not be entitled to any further compensation from the
Company, except as may be required by law or pursuant to the provisions of an
applicable Company benefit plan. Nothing herein shall limit the Company’s
ability to terminate you for cause, without cause, or upon death or disability
as more fully provided in your February 4, 2004 employment agreement, as
modified hereby.





IV. Paragraph 4 is deleted in its entirety and replaced with the following:




	 	4.	 	Business Expenses. The Company will pay or reimburse you for all
ordinary and necessary business expenses incurred or paid by you in furtherance of the
Company’s business, in accordance with the Company’s policies and procedures, and
subject to the prior approval of the Chairman or CEO.






	 	V.	 	Paragraph 6 is amended by deleting the phrase “for reasons other than those set forth in
Paragraph 9 below.”





VI. Paragraph 7(c) is deleted in its entirety.



VII. Paragraph 8 is deleted in its entirety and replaced with the following:




	 	8.	 	Termination by the Company other than for Cause. If the Company
terminates you without Cause, you will be paid the balance of the compensation due to
you under Paragraph 3, through March 31, 2007, in equal installments in accordance with
our salary payment policy then in effect.





VIII. Paragraph 9 is deleted in its entirety.



IX. The following additional paragraphs are added after Paragraph 16 of the Agreement:




	 	17.	 	Deferred Compensation Payout. Subject to applicable law and
regulations, the terms of that deferred compensation agreement between the Company and
you, effective July 1, 2002 and amended on May 16, 2004, are amended, such that
effective April 1, 2005, any amounts that you have deferred or continue to defer will
not earn any interest.






	 	18.	 	Retention of Documents. You agree to abide by all Company policies and
federal or state laws governing the retention of records, documents and any and all
work product and information as each relates to Company business and potential or
pending litigation.






	 	19.	 	No Disparagement or Discussion. You agree that as part of the
consideration for this Agreement, you will not make disparaging or derogatory remarks,
whether oral or written, about the Company or any of its past, present, or future
officers, directors, employees, agents, customers or suppliers. You also agree that
you may not characterize your resignation as an officer (and director, when this
occurs) other than as a voluntary retirement or resignation and without further detail
or embellishment.






20. Use and Return of Company Property.




	 	(a)	 	During the term of your relationship with the Company and
unless and until requested otherwise by either the Chairman or the CEO, you may
have access to the Company’s Atlanta office for any work performed for the
Company, which access shall include office space and equipment. In addition,
you will be provided with a laptop computer to use in your capacity as Special
Assistant to the Company. You may retain this laptop as your property after
the term of this Agreement. The Company agrees to load onto this laptop a
mirror copy of the drive or drives on the laptop currently used by you in your
employment. At the termination of your employment, all information contained
in the laptop regarding the Company must be returned to the Company and any
copies in your possession destroyed.






	 	(b)	 	On or around March 31, 2005, you agree to return to the Company
any and all Company property, including without limitation, your Company credit
cards, security badges and access cards, keys, all computing devices, including
your Blackberry and laptop computer, provided, however, that you may keep your
cellular phone at your own expense, and your laptop computer as described
above. You also acknowledge and agree that you will be removed from the
Company’s email system, effective March 31, 2005. You will turn in all
requests for reimbursement of business expenses for the period ending March 31,
2005 by the close of business on such date, except for expenses related to your
month end trip, which will be submitted by April 15, 2005.






21. Release and Covenant Not to Sue.




	 	(a)	 	Each party hereby forever releases, discharges, cancels,
waives, and acquits the other party and its or his representatives (which shall
include, as applicable, spouse, heirs, executors, administrators, successors,
assigns, affiliates, subsidiaries, corporate parents, agents, directors,
officers, owners, attorneys) of and from any and all rights, claims, demands,
causes of action, obligations, damages, penalties, fees, costs, expenses, and
liability of any nature whatsoever, whether in law or equity, which a party
has, had or may hereafter have against it arising out of, or by reason of, any
cause or matter, existing as of the date of execution of this Agreement,
WHETHER KNOWN TO THE PARTY AT THE TIME OF EXECUTION OF THIS AGREEMENT OR NOT,
other than for breach of this Agreement.






	 	(b)	 	This FULL WAIVER OF ALL CLAIMS includes, without limitation,
attorney’s fees, any claims, demands, or causes of action arising out of, or
relating in any manner whatsoever to, your employment and/or retirement from
employment from Company, such as, BUT NOT LIMITED TO, any charge, claim,
lawsuit or other proceeding arising under the Civil Rights Act of 1866, 1964,
1991, Title VII as amended by the Civil Rights Act of 1991, the Americans with
Disabilities Act, the Age Discrimination in Employment Act (ADEA), the Labor
Management Relations Act (LMRA), the Employee Retirement Income Security Act
(ERISA), the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor
Standards Act (FLSA), the Equal Pay Act, the Rehabilitation Act of 1973, and
the Family and Medical Leave Act of 1993, worker’s compensation laws, or any
other federal, state, or local statute, or any contract, agreement, plan or
policy.






	 	(c)	 	Each party further covenants and agrees not to institute, nor
cause to be instituted, any legal proceeding, including filing any claim or
complaint with any government agency alleging any violation of law or public
policy or seeking worker’s compensation, against the other party (or any of its
representatives) premised upon any legal theory or claim whatsoever, including
without limitation, contract, tort, wrongful discharge, personal injury,
interference with contract, breach of contract, defamation, negligence,
infliction of emotional distress, fraud, or deceit, except to enforce the terms
of this Agreement.






	 	(d)	 	Each party acknowledges that the considerations afforded the
party under this Agreement are in full and complete satisfaction of any claims
a party may have or had to the date hereof, including any arising out of your
employment with the Company or retirement therefrom.






	 	(e)	 	The foregoing shall not apply to any conduct that constituted
fraud, involved an intentional or reckless misstatement or omission, or was not
performed in good faith and in (or at least not opposed to) the best interests
of the Company.






	 	(f)	 	Nothing herein shall limit or modify the Company’s obligations
to indemnify you and advance expenses to you, as more fully provided in the
Company’s certificate of incorporation and bylaws.






	 	22.	 	Time Period of Considering or Canceling This Agreement. You
acknowledge that you have been offered a period of time of at least twenty-one (21)
days to consider whether to sign this Agreement, which you have waived, and the Company
agrees that you may cancel this Agreement at any time during the seven (7) days
following the date on which this Agreement has been signed by all parties to this
Agreement. In order to cancel or revoke this Agreement, you must deliver to the
Company c/o Hypercom Corporation, Attn: General Counsel, 2851 W. Kathleen Road,
Phoenix, Arizona 85053, written notice stating that you are canceling or revoking this
Agreement. If this Agreement is timely cancelled or revoked, none of the provisions of
this Agreement shall be effective or enforceable and the Company shall not be obligated
to make the payments to you or to provide you with the other benefits described in this
Agreement.






	 	23.	 	Legal Counsel. You acknowledge that (a) Snell & Wilmer LLP is counsel
to the Company, (b) you have consulted with or have had the opportunity to consult with
independent counsel of your own choice concerning this Agreement, and (c) you have read
and understand this Agreement, are fully aware of its legal effect, and have entered
into it freely based on your own judgment and not on any representations or promises
other than those contained in this Agreement.






Very truly yours,




/s/ William Keiper




	 	 	 	William Keiper

Chairman of the Board and Interim President and Chief

Executive Officer





ACCEPTED:



/s/ C.S. Alexander


Christopher S. Alexander



Date: March 30, 2005