EX-10.2






March 30, 2005




Mr. William Keiper




Re: Employment Agreement



Dear Will:



Upon execution by you, this letter will constitute your employment agreement (this
“Agreement”) with Hypercom Corporation (the “Company”).




	 	1.	 	Term. This Agreement will be effective as 12:01 p.m. on March 31, 2005 and will
terminate upon the election of a new President and Chief Executive Officer, or earlier, at the
election of the Board.






	 	2.	 	Position with the Company. During the term of this Agreement, you will serve both as
interim President and Chief Executive Officer of the Company, as well as Chairman of the Board
of Directors of the Company. You will faithfully and diligently perform all duties
commensurate with these positions, including those duties directed by the Company’s Board of
Directors (the “Board”), as well as those set forth in the Company’s Bylaws that
relate to such positions. While the Company recognizes that you will continue as a member of
Arrange Technology LLC and may devote some working time to its business, you agree to devote a
majority of your work hours to Company obligations. The Company also acknowledges that you
are currently a member of the Boards of Directors of JDA Software Group, Inc.; Zones, Inc.;
and Smith Micro Software, Inc.






	 	3.	 	Compensation. You will receive the following compensation for your services during
the term of your employment:






	 	(a)	 	You will receive a base salary at an annual rate of $400,000, prorated for time
worked in any given year. Your salary will be paid in equal installments in accordance
with the Company’s salary payment policies as in effect from time to time, and such
salary payments will be subject to the usual withholding for income tax and other
customary deductions. You will not participate in any bonus plan of the Company but
may be awarded a bonus at the discretion of the Board of Directors.






	 	(b)	 	Upon your execution of this Agreement, the Company will grant to you 50,000
shares of restricted common stock of the Company. The restricted stock cannot be sold
by you or any of your agents or assigns for a period of one year from the effective
date of this Agreement. The Company will also provide to you a sufficient cash “gross
up” to pay all federal and state income taxes on this restricted stock award (but not
on the cash so paid), payable by the Company upon notice of the payment and amount due,
no later than the day such taxes are due. The Company acknowledges that you are a
resident of California for state income tax purposes.






	 	(c)	 	The Company will provide you with a rental car allowance in a reasonable amount
to be determined by the Board and the Company during this Agreement.






	 	(d)	 	The Company will provide you with a housing allowance in a reasonable amount to
be determined by the Board and the Company, provided, however, that such allowance will
be in an amount comparable to what it costs to stay in a standard room at the Sheraton
Crescent Hotel located in Phoenix, Arizona and will not exceed $1,200 per month.






	 	(e)	 	For each week during the term of this Agreement, the Company will provide you
with a reasonable allowance for one airline ticket departing from Oakland, California
and arriving in Phoenix, Arizona, and for one airline ticket departing from Phoenix,
Arizona and arriving in Oakland, California.






	 	(f)	 	You may participate in any pension or profit sharing plan, stock purchase plan,
group benefit plan, medical plan, and/or other benefit plans, either currently in
effect or as may be established from time to time by the Board, for which you as an
officer 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).






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






	 	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. Without limitation, such expenses
include reasonable costs for a cellular telephone and Blackberry or other comparable wireless
communications devices.





5. Termination for Cause or by Voluntary Resignation.




	 	(a)	 	The Company may terminate you for Cause, as defined below. Upon any
termination for Cause, or in the event that you voluntarily resign from the Company,
you will be entitled to receive only that compensation due you through the date of
termination or resignation, as the case may be.






	 	(b)	 	For purposes of this Agreement, “Cause” means if the Board, in its reasonable
and good faith discretion, determines that you (i) have developed or pursued interests
substantially adverse to the Company, (ii) have materially breached any employment or
confidentiality agreement or otherwise failed to satisfactorily discharge your duties,
(iii) have not devoted a majority of your business time, effort and attention to the
affairs of the Company (or such lesser amount as has been agreed to in writing by the
Company), (iv) are charged with or convicted of a felony, or (v) have engaged in
activities or omissions that are detrimental to the well-being of the Company.





6. Death or Disability.




	 	(a)	 	If during the term of this Agreement you die, then this Agreement will
terminate and your estate will be entitled to receive the compensation due you through
the date of your termination.






	 	(b)	 	If during the term of this Agreement you become so disabled or incapacitated by
reason of any physical or mental illness or any drug or alcohol addiction so as to be
unable to perform the services required of you pursuant to this Agreement for a
continuous period of one month, then, at the option of the Company, this Agreement will
terminate at the end of such one month period, provided that during such period of
disability or incapacity, you will be paid the full salary and expenses otherwise
payable to you.






	 	7.	 	Termination by the Company Other than for Cause. In the event that you are
terminated without Cause, or in the event a new President and Chief Executive Officer is hired
by the Company, you will be entitled to receive the compensation due you through the date of
your termination.






	 	8.	 	Confidential Information and Non-Disclosure. You hereby agree to execute and deliver
to the Company the Hypercom Employee Non-Disclosure Agreement attached hereto as Exhibit
A.






	 	9.	 	Personal Rights and Obligations. This Agreement and all rights and obligations
hereunder are personal and will not be assignable by either you or the Company except as
provided in this Paragraph 9, and any purported assignment in violation thereof will be null
and void. Any person, firm or corporation succeeding to the business of the Company by
merger, consolidation, purchase of assets or otherwise will assume by contract or operation of
law the obligations of the Company hereunder and in such a case you will continue to honor
this Agreement with such business substituted for the Company as the employer.






	 	 	 	10.




1










Notices. Any notice, election or communication to be given under this Agreement
will be in writing and delivered in person or deposited, certified or registered, in the
United States mail, postage prepaid, addressed as follows:




If to the Company:




Hypercom Corporation


2851 West Kathleen Road


Phoenix, Arizona 85053


Attn: General Counsel




If to you:


William Keiper




or to such other addresses as the Company or you may from time to time designate by notice
hereunder. Notices will be effective upon delivery in person or upon receipt of any
facsimile or e-mail, or at midnight on the fourth business day after the date of mailing, if
mailed.




	 	11.	 	Entire Agreement. Except for the Hypercom Employee Non-Disclosure Agreement attached
hereto as Exhibit A to which you are subject, this Agreement constitutes and embodies
the full and complete understanding and agreement of the Company and you with respect to your
employment by the Company and supersedes all prior understandings or agreements whether oral
or in writing. This Agreement may be amended only by a writing signed by you and the Company.
This Agreement may be executed in any number of counterparts, each of which will be
considered a duplicate original.






	 	12.	 	Arbitration. Any controversy relating to this Agreement or relating to the breach
hereof will be settled by arbitration conducted in Phoenix, Arizona in accordance with the
Commercial Arbitration Rules of the American Arbitration Association then in effect. The
award rendered by the arbitrator(s) will be final and judgment upon the award rendered by the
arbitrator(s) may be entered upon it in any court having jurisdiction thereof. The
arbitrator(s) will possess the powers to issue mandatory orders and restraining orders in
connection with such arbitration. The expenses of the arbitration will be borne by the losing
party unless otherwise allocated by the arbitrator(s). This agreement to arbitrate will be
specifically enforceable under the prevailing arbitration law. During the continuance of any
arbitration proceedings, the parties will continue to perform their respective obligations
under this Agreement. Nothing in this Agreement will preclude the Company or any affiliate or
successor from seeking equitable relief, including injunction or specific performance, in any
court having jurisdiction, in connection with any obligations of confidentiality.






	 	13.	 	Governing Law. This Agreement will be governed by and interpreted in accordance with
the laws of the State of Arizona.






	 	14.	 	Withholding and Release. You acknowledge and agree that payments made to you
hereunder may be subject to withholding. You further acknowledge and agree that payment of
any compensation to be provided to you following any termination of your employment is subject
to your compliance with any reasonable and lawful policies or procedures of the Company
relating to employee severances, including the execution and delivery by you of a release
reasonably satisfactory to the Company of any and all claims that you may have against the
Company or related persons, except for (i) any continuing obligations required by law or
provided herein, and (ii) for any continuing obligations of indemnification due you as an
officer (or a former officer).






Very truly yours,




/s/ Grant Lyon




	 	 	 	Grant Lyon

Interim Chief Financial Officer





ACCEPTED:



/s/ William Keiper


William Keiper



Date: March 30, 2005




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