ANY OF ITS
SUBSIDIARIES OR EXECUTIVE'S OWNERSHIP INTEREST IN THE COMPANY, INCLUDING,
WITHOUT LIMITATION, WAGES, BONUSES, DIVIDENDS, THE RECEIPT OR EXERCISE OF EQUITY
OPTIONS AND/OR THE RECEIPT OR VESTING OF RESTRICTED EQUITY. IN THE EVENT THE
COMPANY OR ITS SUBSIDIARIES DOES NOT MAKE SUCH DEDUCTIONS OR WITHHOLDINGS,
EXECUTIVE SHALL INDEMNIFY THE COMPANY AND ITS SUBSIDIARIES FOR ANY AMOUNTS PAID
WITH RESPECT TO ANY SUCH TAXES, TOGETHER WITH ANY INTEREST, PENALTIES AND
RELATED EXPENSES THERETO.
(K)
REASONABLE EXPENSES.
THE COMPANY AGREES TO PAY ANY REASONABLE
FEES AND EXPENSES OF EXECUTIVE'S COUNSEL ARISING IN CONNECTION WITH THE
NEGOTIATION AND EXECUTION OF THIS AGREEMENT.
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(L)
DIRECTORS' AND OFFICERS' INSURANCE.
EACH OF THE COMPANY AND
EMPLOYER AGREE THAT IT SHALL OBTAIN AND MAINTAIN IN FULL FORCE AND EFFECT DURING
THE TERM OF EXECUTIVE'S EMPLOYMENT HEREUNDER DIRECTORS' AND OFFICERS' INSURANCE
POLICIES IN AMOUNTS AND WITH COVERAGES CUSTOMARY FOR ENTITIES OF THE SIZE AND
WITH THE TYPE OF BUSINESS OF THE COMPANY AND EMPLOYER, RESPECTIVELY.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
on the date first written above.
VERIFONE HOLDINGS, INC.
By:
/s/ Barry Zwarenstein
Name: Barry Zwarenstein
Title: Executive Vice President & Chief Financial Officer
VERIFONE, INC.
By:
/s/ Barry Zwarenstein
Name: Barry Zwarenstein
Title: Executive Vice President & Chief Financial Officer
/s/ Douglas G. Bergeron
Douglas G. Bergeron
11