Exhibit 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of
January 4, 2007, by and among VeriFone Holdings, Inc., a Delaware corporation
(the "Company"), VeriFone, Inc., a Delaware corporation ("Employer"), and
Douglas G. Bergeron ("Executive").
WHEREAS THE Company, Employer and Executive are parties to that certain Senior
Management Agreement, dated as of July 1, 2002, as amended by the Amendment to
Senior Management Agreement, dated as of December 27, 2004 (as so amended, the
"Senior Management Agreement"), which provided for among other things, the terms
and conditions of Executive's investment in equity securities in the Company as
well as employment and compensation; and
WHEREAS Employer desires to continue to employ Executive on the terms and
conditions set forth herein, and Executive is also willing to continue such
employment on such terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this agreement hereby agree as follows:
1.
EMPLOYMENT.
EMPLOYER AGREES TO
CONTINUE TO EMPLOY EXECUTIVE AND EXECUTIVE AGREES TO ACCEPT SUCH EMPLOYMENT FOR
THE RENEWAL PERIOD BEGINNING AS OF THE DATE HEREOF AND ENDING UPON EXECUTIVE'S
SEPARATION PURSUANT TO SECTION 1(E) HEREOF (THE "EMPLOYMENT PERIOD").
(A)
POSITION AND DUTIES.
(I)
DURING THE EMPLOYMENT PERIOD, EXECUTIVE SHALL SERVE AS THE CHIEF
EXECUTIVE OFFICER OF EMPLOYER AND SHALL HAVE THE DUTIES, RESPONSIBILITIES AND
AUTHORITY IMPLIED BY SUCH POSITION, INCLUDING, WITHOUT LIMITATION, THE
RESPONSIBILITIES ASSOCIATED WITH ALL ASPECTS OF THE DAILY OPERATIONS OF EMPLOYER
AND THE IDENTIFICATION, NEGOTIATION, COMPLETION AND INTEGRATION OF ANY
ACQUISITIONS MADE BY THE COMPANY, EMPLOYER OR THEIR SUBSIDIARIES (AS DEFINED
BELOW), SUBJECT TO THE POWER AND AUTHORITY OF THE BOARD OF DIRECTORS OF THE
COMPANY (THE "BOARD") TO EXPAND OR LIMIT SUCH DUTIES, RESPONSIBILITIES AND
AUTHORITY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
(II)
EXECUTIVE SHALL REPORT TO THE BOARD, AND
EXECUTIVE SHALL DEVOTE HIS BEST EFFORTS AND HIS FULL BUSINESS TIME AND ATTENTION
TO THE BUSINESS AND AFFAIRS OF THE COMPANY, EMPLOYER AND THEIR SUBSIDIARIES;
PROVIDED THAT DURING THE EMPLOYMENT PERIOD THE EXECUTIVE SHALL BE ENTITLED TO
(A) SERVE, AFTER APPROPRIATE CONSULTATION WITH THE BOARD, ON CORPORATE, CIVIC OR
CHARITABLE BOARDS OR COMMITTEES, (B) DELIVER LECTURES AND FULFILL SPEAKING
ENGAGEMENTS AND (C) MANAGE PERSONAL INVESTMENTS, SO LONG AS SUCH ACTIVITIES
1
DO NOT INTERFERE SUBSTANTIALLY WITH THE PERFORMANCE OF THE EXECUTIVE'S
RESPONSIBILITIES TO THE COMPANY UNDER THIS AGREEMENT.
(B)
SALARY AND BONUS.
DURING THE EMPLOYMENT
PERIOD, EMPLOYER WILL PAY EXECUTIVE A BASE SALARY (THE "ANNUAL BASE SALARY") OF
$700,000 PER ANNUM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2007, SUBJECT TO
ADJUSTMENT IN SUBSEQUENT YEARS BY THE BOARD, UPON RECOMMENDATION OF THE BOARD'S
COMPENSATION COMMITTEE (THE "COMPENSATION COMMITTEE").
FOR THE YEAR ENDING
OCTOBER 31, 2007, EXECUTIVE SHALL ALSO BE ELIGIBLE FOR AN ANNUAL CASH BONUS OF
$900,000, WHICH WILL BE SUBJECT TO ADJUSTMENT IN SUBSEQUENT YEARS AT THE
DISCRETION OF THE COMPENSATION COMMITTEE (THE