ex10_9.htm


    
      

    

    
      EXHIBIT
10.9

      


      SECOND
AMENDMENT TO THE

      HYPERCOM
CORPORATION

      NONEMPLOYEE
DIRECTORS’ STOCK OPTION PLAN

      (EFFECTIVE
JANUARY 1, 2009)

      


      WHEREAS, Hypercom Corporation
(the “Company”) has adopted and currently maintains the Hypercom Corporation
Nonemployee Directors’ Stock Option (the “Plan”) on behalf of its Nonemployee
Directors;

      


      WHEREAS, Section 7.1 of the
Plan provides that the Committee may amend the Plan at any time;

      


      WHEREAS, the Plan has been
amended on one occasion;

      


      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
Second 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 2.1(i) 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 4.3 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 4.3 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.

      


      3.      
      Article 6 of the Plan is hereby amended by
adding the following new Section 6.14 to the end thereof:

      


      6.14  NO
EXTENSION.  Notwithstanding any provision herein or in any Award
Agreement to the contrary, none of the events described in Sections 6.10, 6.11,
or 6.13 shall extend the term of any Option granted pursuant to the Plan beyond
the end of term for such Option that is set forth in the Plan or in the Option
Award Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      4.          
  Article 8 of the Plan is hereby amended by adding the following new
Section 8.7 as set out below:

      


      8.7              COMPLIANCE
WITH SECTION 409A OF THE CODE.  It is the intention of the Company
that the Options granted under the Plan qualify for the so-called “stock rights”
exception to Section 409A of the Code described in Treas. Reg. §
1.409A-1(b)(5)(B).

        


      5.        
    This Second 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 Second Amendment to be executed by
its authorized representative on the date set forth below.

      


      Executed
this 31st day of
December, 2008.

      


      
        
          
            
              	 
      	
                      Hypercom
      Corporation

                    
	 	 
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      /s/ Robert Vreeland

                    
	 
      	 
      	 
      
	 
      	
                      Its:

                    	
                      Interim
CFO

                    


            

          

        

      

      
 

    

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