Exhibit 10.1

January 15, 2013

Marc Rothman

7616 Top of the Morning Way

San Diego, CA 92127

Dear Marc,

VeriFone, Inc. (“VeriFone”) is pleased to offer you the exempt position of Executive Vice President and Chief Financial Officer reporting to Doug Bergeron, CEO with a projected start date of February 4, 2013. The offer set forth in this letter will expire if it has not been accepted by you on or before January 15, 2013. VeriFone may withdraw the offer set forth in this letter at any time prior to your acceptance for any reason. All figures herein are in USD.

You will be based in VeriFone's San Jose office with a starting annual salary of $450,000.00, paid semi-monthly on the 15 ^th and last day of each month. You will also be eligible for a target bonus of $350,000.00 per annum based on personal performance goals and the achievement of certain company-wide corporate financial performance objectives, as set by the VeriFone Board of Directors, all per the terms of the VeriFone VIPOR bonus policy. The bonus target is prorated for any partial fiscal year and you will not be eligible for any bonus payment if you are not employed by VeriFone at the end of the relevant period for such bonus payment. Further VIPOR policy information will be separately provided.

In addition, you will receive (i) an initial restricted stock units (“RSU”) grant with an April 1, 2013 grant date value of $1 million; and (ii) a second grant of RSU's with a July 1, 2013 grant date value of $2 million. The actual number of RSUs will be confirmed on the grant date and will be calculated based on dividing the above grant date value by the per RSU award value applicable on the grant date (pursuant to VeriFone's standard award grant and valuation policies).  The equity grant will vest twenty-five percent (25%) one (1) year from grant date, with an additional six and one-quarter percent (6.25%) vesting quarterly until the entire award vests four (4) years after the grant date. The award will be subject to the terms and conditions of the applicable VeriFone stock plan and VeriFone RSU grant agreement under which the award is granted.

It is anticipated that you will be eligible for annual equity refresh awards in the range of $1 million to $1.5 million in value, and that fifty percent (50%) of any such annual grants will vest ratably over a four year period and the remaining fifty percent (50%) will be performance based, vesting in a one year period upon successful performance achievement. Any such equity awards are at the sole discretion of the Compensation Committee and the Board, and are not guaranteed in any manner.

While you are commuting from San Diego, VeriFone will reimburse for air expenses between San Diego and San Jose on a weekly basis with travel reservations made through our corporate provider. You will also be provided market-level expense reimbursement for a furnished one bedroom apartment located near VeriFone's San Jose office. Further relocation benefits will be reviewed following twelve months of successful service.

In addition to your salary, you and your qualified dependents will be eligible to receive customary employee benefits that VeriFone provides to employees in comparable positions as the position being offered to you. Most of these benefits take effect on your first day of employment with VeriFone. These comprehensive benefits include medical, dental, life, and disability plans. With a few restrictions and eligibility requirements, additional benefits include:

VeriFone desires to attract and retain individuals who meet our high standards of performance and conduct. However, VeriFone cannot guarantee that you will be employed for any specific length of time. Your employment will be at will, and may be terminated at any time by either you or VeriFone. You and VeriFone further agree to the severance terms contained in Exhibit A. We will work closely with you to ensure that you understand our performance and productivity expectations. Please note that VeriFone may modify the terms, conditions, duties, compensation, and benefits associated with your employment at any time and in its sole discretion.

As a VeriFone employee, you will be expected to abide by VeriFone's policies and procedures which are posted on our internal company website. Acceptance of employment with VeriFone will indicate your agreement to be bound by all terms of VeriFone's policies and procedures. In the event of any dispute or claim relating to or arising out of this agreement, our employment relationship, or the termination of our employment relationship (including, but not limited to, any claims of wrongful termination or age, gender, disability, race, or other discrimination or harassment), you and VeriFone agree that all such disputes and claims shall be fully, finally, and exclusively resolved by binding arbitration conducted by the American Arbitration Association (“AAA”) in Santa Clara County, California. You and the VeriFone each expressly waive their respective rights to have such disputes tried by a court or jury. The arbitration will be conducted by a single arbitrator appointed by the AAA in accordance with the AAA's then-current rules for the resolution of employment disputes, which can be reviewed at www.adr.org.

In your work for VeriFone, you will be expected not to use or disclose any confidential information, including, but not limited to, trade secrets of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry, which is otherwise legally in the public domain, or which is otherwise provided or developed by VeriFone. You agree that you will not bring onto VeriFone's premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You represent that you have disclosed to VeriFone any contract you have signed that may restrict your activities on behalf of VeriFone.

As a condition of employment, you must also comply with the enclosed Patent and Confidential Information Agreement, which prohibits unauthorized use or disclosure of VeriFone proprietary information. Please sign and return this document along with the signed offer letter.

The offer set forth in this letter is contingent upon: (1) successful completion of a VeriFone mandatory background investigation, which includes a criminal history and identity check; and (2) your submission to VeriFone, within three (3) working days after your start date listed below (or other date on which your employment begins) of a correctly completed USCIS Form I-9 together with the required accompanying documents establishing your identity and employment authorization.

Please indicate your acknowledgement and acceptance of the offer set forth in this letter by signing, dating, and including your anticipated start date in the spaces below and returning a signed copy of this offer letter, together with a signed copy of the enclosed Patent and Confidential Information Agreement, to me no later than January 18, 2013.

Marc, we look forward to having you as a member of the VeriFone team and to developing a mutually beneficial working relationship. If you have any questions, please feel free to contact Doug Bergeron or me at 916.625.1830.

Sincerely,

/s/ Dawn LaPlante

Dawn LaPlante

VP, Human Resources

VeriFone, Inc.

Acknowledged and Accepted by:

    

Exhibit A - Severance Terms

1. Payments upon termination of employment:

VeriFone shall pay to you:

     (i) Earned Payments . (A) Within ten (10) days following the date of termination a lump-sum cash amount equal to the sum of your base salary through the date of termination, any bonus amounts which have become payable, to the extent not theretofore paid or deferred, and any accrued vacation pay, (B) any compensation previously deferred by you other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) in accordance with the terms of the plan and (C) any amounts due under any plan or program in accordance with their terms; plus

     (ii) Severance Payments . Within ten (10) days following the date of termination, a lump-sum cash amount equal to your annual base salary during the 6-month period immediately prior to your date of termination (i.e. 6 months at your base salary rate).

(b)  Benefits . If your employment is terminated by VeriFone other than for Cause or by you for Good Reason, then VeriFone shall (i) for a period of the earlier of six (6) months and such time as you are eligible for similar coverage following your date of termination from a future employer, provide you (and your dependents, if applicable) the same level of medical and dental coverage on the same after-tax basis as if you continued to participate in the VeriFone plans, with the amounts of the premiums therefor being treated as taxable income to you and (ii) provide you for such six (6) months with accident, disability and life insurance benefits, in each case upon substantially the same terms and conditions (including contributions required by you for such benefits) as existed immediately prior to your date of termination.

“Cause” means (i) conviction of a felony or any crime or offense lesser than a felony involving dishonesty, disloyalty or fraud with respect to VeriFone or any related entity or any of their respective properties or assets; or (ii) gross negligence or willful misconduct that has caused demonstrable and serious injury to VeriFone or a related entity, monetary or otherwise; or (iii) willful refusal to perform or substantial disregard of duties properly assigned, as determined by VeriFone or a related entity, as the case may be; or (iv) breach of duty of loyalty to VeriFone or a related entity or any act of fraud or dishonesty with respect to VeriFone or a related entity; or (v) your disqualification or bar by any governmental or self‑regulatory authority from serving as an officer of VeriFone or any related entity or in any of the capacities contemplated by this offer letter.

“Good Reason” means (i) any action by VeriFone which results in a material reduction in your title, status, authority or responsibility as Chief Financial Officer of VeriFone; or (ii) a reduction in your annual base salary, in each case without your prior written consent; provided, that in order to constitute a resignation with Good Reason, you must give notice within thirty (30) days of the occurrence of an event which constitutes Good Reason and if such event is not cured by VeriFone as provided in the next Sentence, you actually resign employment for Good Reason as of the end of such cure period. Notwithstanding the foregoing, any action taken in good faith and which is remedied by VeriFone within thirty (30) days after receipt of notice thereof given by you shall not constitute Good Reason.

2. Limitation on Payments by VeriFone:

(a) Notwithstanding anything herein to the contrary, in the event it shall be determined that (i) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by VeriFone (or any of its affiliated entities) or any entity (or any of its affiliated entities) which effectuates a Change in Control (as such term is defined in your award agreement) to or for your benefit (whether pursuant to the terms herein or otherwise) (the “ Payments ”) would be subject to the excise tax (the “ Excise Tax ”) under Section 4999 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and (ii) the reduction of the amounts payable you hereunder to the maximum amount that could be paid you without giving rise to the Excise Tax (the “ Safe Harbor Cap ”) would provide you with a greater after tax amount than if such amounts were not reduced, then the amounts payable to you hereunder shall be reduced to the Safe Harbor Cap. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payments under the severance payments specified under 1(a)(ii) and 1(b)(i), second by reducing benefits under 1(b)(ii), third any full value shares based on the last vesting first and fourth any equity to which Treasury Reg. 1.280G Q&A 24(c) applies based on the last vesting first, unless an alternative method of reduction is permitted to be elected under Code Section 280G and is so elected by you. If the reduction of the amounts payable hereunder would not result in a greater after tax result to you, no amounts payable hereunder shall be reduced pursuant to this provision.

(b) All determinations required to be made under this Section 2 shall be made by a public accounting firm that is retained by VeriFone (the “ Accounting Firm ”) which shall provide detailed supporting calculations both to VeriFone and you within fifteen (15) business days of the receipt of notice from VeriFone or you that a payment is to be made hereunder. Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Board shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees, costs and expenses (including, but not limited to, the costs of retaining experts) of the Accounting Firm shall be borne by VeriFone. The determination by the Accounting Firm shall be binding upon VeriFone and you (except as provided in paragraph (c) below).

 3. To the extent (A) any payments or benefits to which you become entitled under this letter agreement, or under any agreement or plan referenced herein, in connection with your termination of employment with the VeriFone constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and (B) you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A of the Code, then such payments shall not be made or commence until the earlier of (i) the date that is immediately following the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A of the Code) from the VeriFone; or (ii) the date of your death following such separation from service. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest). Any termination of your employment that would result in your receipt of deferred compensation under Section 409A of the Code must also constitute a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1). The determination of whether you have incurred a “separation from service” shall not cause any forfeiture of deferred compensation subject to Section 409A of the Code on your part, but shall only act, if applicable, as a delay in your receipt of deferred compensation until such time as you incur a “separation from service.” It is intended that each installment of any payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). It is further intended that payments hereunder satisfy, to the greatest extent possible, the exemption from the application of Section 409A of the Code (and any state law of similar effect) provided under Treasury Regulation Section 1.409A-1(b)(4) (as a “short-term deferral”). To the extent that any provision of this letter agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder are either exempt from or comply with Section 409A of the Code. Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this letter agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.

        

Exhibit 10.2

RESTRICTED STOCK UNIT AWARD NOTICE

VeriFone Systems, Inc.

[Date]

Re:VeriFone Systems, Inc. Grant of Restricted Stock Unit Award

Dear  [Name]   :

VeriFone Systems, Inc. (the “ Company ”) is pleased to advise you that, pursuant to the Company's 2006 Equity Incentive Plan (the “ Plan ”), the Company's Compensation Committee has granted to you the number of restricted stock units (“ RSUs ”) specified below (this “ Award ”) subject to the terms and conditions set forth herein and in the Plan:

The Award is intended to conform in all respects with and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Certain capitalized terms used herein are defined in the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan.

1. Award . Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to you the Award as compensation for your service as an employee of the Company. The Award constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to you, subject to the terms and conditions of this Agreement, shares (“ Shares ”) of the Company's common stock, par value $0.01 per share (“ Common Stock ”) on a Delivery Date (as defined below) (the Shares that are deliverable to you pursuant to the Award, the “ RSU Shares ”). Until such delivery, you have only the rights of a general unsecured creditor, and no rights as a stockholder, of the Company.

2. Vesting .

(a) Normal Vesting . Subject to the provisions of Section 2(b) below, your Award shall vest as follows: Twenty-five percent (25%) of the Award shall vest on the first anniversary of the Date of Grant as set forth in the introductory paragraph of this letter, and thereafter six and ¹ / ₄ percent (6.25%) of the Award shall vest on the last day of each three‑month period thereafter.

(b) Effect on Vesting of Employment Termination . Notwithstanding paragraph 2(a) above, the following special vesting rules shall apply if your employment or service with the Company terminates prior to the Award becoming fully vested:

(i) Termination for any reason other than a Qualifying Termination . Unless the Committee determines otherwise, and except as provided in subsection (b)(ii) below, if your employment terminates for any reason before all of the RSUs under your Award have vested, then your rights in respect of any of the RSUs under your Award that are not vested shall immediately terminate and such unvested RSUs shall cease to be outstanding and no Shares will be delivered in respect of such unvested RSUs.

(ii) Change in Control . Notwithstanding any other provision of this Agreement, if your employment with the Company shall terminate pursuant to a Qualifying Termination, all of the outstanding RSUs under your Award shall Fully Vest and the Shares underlying your Award shall be delivered to you promptly thereafter; provided, however, that in the event your Qualifying Termination is triggered under Section 12(f)(ii), the Shares underlying your Award shall be delivered as set forth in that section.

(c) Right of Recapture . If at any time within one (1) year after the date on which RSUs under your Award vests (each vesting a separate “ realization event ”), you are (a) terminated for Cause (as defined in the Plan) or (b) engages in any activity determined in the discretion of the Committee to be in competition with any activity of the Company, or otherwise inimical, contrary or harmful to the interests of the Company (including, but not limited to, accepting employment with or serving as a consultant, adviser or in any other capacity to an entity that is in competition with or acting against the interests of the Company), then any gain realized by you from the realization event shall be paid by you to the Company upon notice from the Company. Such gain shall be determined on a gross basis, without reduction for any taxes incurred, as of the date of the realization event, without regard to any subsequent change in the Fair Market Value of a share of Common Stock. The Company shall have the right, in addition to its other remedies at law to recover such gain, to offset such gain against any amounts otherwise owed to you by the Company (whether as wages, vacation pay, or pursuant to any benefit plan or other compensatory arrangement), provided that any such offset shall not be permitted to the extent it would be out of compliance with the provisions of Section 409A of the Code.

3. Delivery . Except as otherwise provided herein, Shares underlying your vested RSUs shall be delivered to you reasonably promptly after each vesting date (each date, a “ Delivery Date ” with respect to such vested RSUs).

4. Issuance of RSU Shares . As promptly as is practicable after a Delivery Date, the Company shall issue RSU Shares registered in either (i) your name, (ii) your authorized assignee's name, or (iii) the name of your legal representative, and shall deliver certificates representing the RSU Shares with the appropriate legends affixed thereto. The Company may reasonably postpone such delivery until it receives satisfactory proof that the issuance of such RSU Shares will not violate any of the provisions of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, any rules or regulations of the Securities and Exchange Commission (the “ SEC ”) promulgated thereunder, or the requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the provisions of such acts or rules. You understand that the Company is under no obligation to register or qualify the RSU Shares with the SEC, any state securities commission or any stock exchange to effect such compliance.

5. Withholding of Taxes . The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to you, an amount equal to any federal, state or local taxes of any kind required by law to be withheld with respect to the delivery of Shares to you under this Agreement. Unless otherwise agreed by you and the Company, the Company shall withhold otherwise deliverable Shares having a fair market value equal to the minimum amount required to be withheld.

6. Transferability of Award . Unless the Committee determines otherwise, you may transfer the Award granted hereunder only by will or the laws of descent and distribution or to any of your immediate family members or to trusts established in whole or in part for the benefit of you and/or one or more of such immediate family members. Unless the context requires otherwise, references herein to you are deemed to include any permitted transferee under this paragraph 6.

7. Adjustments . In the event of a reorganization, recapitalization, stock dividend (other than regular cash dividends paid pursuant to an announced dividend policy), or stock split, combination or other reclassification affecting the Company's Common Stock, the Board or the Committee shall make such adjustment as it deems appropriate to preserve the value of the RSUs under your Award. Any such adjustment shall be final, conclusive and binding for all purposes.

8. Amendment of Award . The terms of the Award may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate, including but not limited to, acceleration of vesting of the Award; provided that, except as otherwise provided in paragraph 7 above, no such amendment shall adversely affect in a material manner any of your rights under the Award without your written consent and no such amendment shall be made in violation of Section 409A of the Code.

9. Section 409A . Notwithstanding anything to the contrary in the Plan or this Agreement or elsewhere, if you are a “specified employee” as determined pursuant to Section 409A of the Code as of the date of your “separation from service” (within the meaning of Final Treasury Regulation 1.409A-1(h)) and if the Award both (y) constitutes a “deferral of compensation” within the meaning of Section 409A and (z) cannot be settled or otherwise provided in the manner otherwise provided without subjecting you to “additional tax”, interest or penalties under Section 409A, then any such Award that is payable during the first six months following your “separation from service” shall be paid or provided on the first business day of the seventh calendar month following the month in which such “separation from service” occurs or, if earlier, your death.  In addition, any payment due upon a termination of your employment that represents a “deferral of compensation” within the meaning of Section 409A shall only be paid or provided upon a “separation from service”. This Agreement is intended to be exempt from or comply with Section 409A and shall be interpreted accordingly.

10.      No Obligation to Employ . Nothing in the Plan or this Agreement shall confer on you any right to continue to serve as an employee of the Company, or to continue in any other relationship with the Company or any Subsidiary, or limit in any way the right of the Company or any Subsidiary to terminate your employment or other relationship at any time.

11.      Privileges of Stock Ownership. You shall not have any of the rights of a stockholder of the Company with respect to any RSU Shares until the RSU Shares are issued to you.

12.      Definitions .     

(a)      “ Board ” shall mean the Board of Directors of the Company.

(b)      “ Cause ” means (i) the willful and continued failure by you to substantially perform your duties with the Company (other than any such failure (x) resulting from your incapacity due to physical or mental illness or (y) subsequent to a Qualifying Termination) after a written demand for substantial performance is delivered to you by the Board which identifies the manner in which the Board believes that you have not substantially performed your duties, or (ii) the engaging by you in illegal conduct or gross misconduct which is demonstrably and materially injurious to the Company or its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, based upon the advice of counsel for the Company or upon the instructions of the Company's chief executive officer shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company.

(c)      “ Change in Control ” means the occurrence of any one of the following events:

(i)      any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d‑3 under the Exchange Act), directly or indirectly, of 40% or more of the outstanding VeriFone Voting Securities; provided , however , that the event described in this paragraph (i) shall not be deemed to be a Change in Control if it occurs by virtue of any acquisition:  (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by any underwriter or broker temporarily holding securities in connection with an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined in paragraph (ii) below) or (E) pursuant to any acquisition by you or any group of persons including you (or any entity controlled by you or any group of persons including you);

(ii)      the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company's stockholders, whether for such transaction or the issuance of securities in the transaction (a “ Business Combination ”), unless immediately following such Business Combination: (A) a majority of the total voting power of (x) the corporation resulting from such Business Combination (the “ Surviving Corporation ”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of at least 95% of the voting securities eligible to elect directors of the Surviving Corporation (the “ Parent Corporation ”), is represented by VeriFone Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such VeriFone Voting Securities were converted pursuant to such Business Combination), (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of a majority of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors (as defined in paragraph (iii) below) at the time of the Board's approval of the execution of the initial agreement providing for or recommendation of the offer to stockholders effecting such Business Combination (any Business Combination which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “ Non-Qualifying Transaction ”);

(iii)      individuals who, on the date hereof constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election or nomination for election was approved by a vote of a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(iv)      a sale of all or substantially all of the Company's assets other than in connection with a Non‑Qualifying Transaction; or

(v)      completion of a plan of complete liquidation or dissolution of the Company.

Notwithstanding the foregoing, a Change in Control of the Company shall not be deemed to occur solely because any person acquires beneficial ownership of a majority of VeriFone Voting Securities as a result of the acquisition of VeriFone Voting Securities by the Company which reduces the number of VeriFone Voting Securities outstanding; provided , that if after such acquisition by the Company such person becomes the beneficial owner of additional VeriFone Voting Securities that increases the percentage of outstanding VeriFone Voting Securities beneficially owned by such person, a Change in Control of the Company shall be deemed to occur that time.

(d)      “Fully Vest” means that your Award shall become fully vested and immediately exercisable.

(e)      “Good Reason” means, without your express written consent, the occurrence of any of the following events during a Qualifying Termination Period:

(i)      any material and adverse change in your status, duties or responsibilities (including titles, offices and reporting responsibilities) that is inconsistent with your position, status, duties and responsibilities with the Company immediately prior to the commencement of such Qualifying Termination Period (including any material and adverse diminution of such status, duties or responsibilities;

(ii)      a reduction by the Company in your rate of annual base salary or annual target bonus opportunity as in effect immediately prior to the commencement of such Qualifying Termination Period;

(iii)      any requirement of the Company that you be based anywhere more than fifty (50) miles from the office where you were based at the time of the Change in Control; and

(iv)      the failure of the Company to (A) continue in effect any employee benefit plan, compensation plan, welfare benefit plan or material fringe benefit plan in which you are participating immediately prior to such Change in Control or the taking of any action by the Company which would adversely affect your participation in or reduce your benefits under any such plan, unless you are permitted to participate in other plans providing you with substantially equivalent benefits in the aggregate, or (B) provide you with paid vacation in accordance with the policies of the Company as in effect for you immediately prior to the commencement of such

Qualifying Termination Period, including the crediting of all service for which you had been credited under such policies.

Notwithstanding anything herein to the contrary, termination of your employment for any reason during the 30-day period commencing six months after the date of a Change in Control shall constitute Good Reason.

Any action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by you shall not constitute Good Reason. Your right to terminate employment for Good Reason shall not be affected by your incapacity due to mental or physical illness and your continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that you must provide notice of termination of employment within ninety (90) days following your knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.

(f)      “ Qualifying Termination ” means a termination of your Employment (i) during a Qualifying Termination Period (A) by the Company other than for Cause or (B) by you for Good Reason or (ii) prior to the commencement of a Qualifying Termination Period for reasons that would have constituted a Qualifying Termination if they had occurred during a Qualifying Termination Period under clause (i) if (A) you reasonably demonstrate that such termination (or event constituting Good Reason) was at the request of a third party that had indicated an intention to, or had taken steps reasonably calculated to, effect a Change in Control or was otherwise intended to facilitate such Change in Control and (B) a Change in Control involving such third party occurs within 180 days thereafter (in such case, the date immediately prior to the date of such termination of employment or event constituting Good Reason shall be treated as the commencement of a Qualifying Termination Period and the Delivery Date of the Shares underlying your RSUs shall be reasonably promptly after the Change in Control). Termination of employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.

(g)      “ Qualifying Termination Period ” means the period beginning ninety (90) days prior to a Change in Control and ending eighteen (18) months following such Change in Control.

(h)      “ Retirement ” means your mandatory retirement (not including any mandatory early retirement) in accordance with the Company's retirement policy generally applicable to its salaried employees, as in effect immediately prior to the Change in Control, or in accordance with any retirement arrangement established with respect to you with your written consent.

(i)      “ Subsidiary ” means any corporation or other entity in which the Company has a direct or indirect ownership interest of a majority of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive a majority of the distribution of profits or a majority of the assets upon liquidation or dissolution.

(j)      “ VeriFone Voting Securities ” means securities of the Company having the right to vote for the election of the Board (with regard to the occurrence of any contingency).

13.      Governing Law . This Notice shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to that body of law pertaining to choice of law or conflict of law.

Please confirm your agreement with the foregoing by signing and returning a copy of this Notice to your designated HR partner.

                            

Accepted and Agreed as of

the date first above written:

[Participant] :

By:________________________

Name:

Address:

Exhibit 10.4

[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Mr. Robert Dykes

12200 Kate Drive

Los Altos Hills, CA 94022

Re:      Separation Agreement

Dear Bob:

This confidential Separation Agreement is made and entered into as of the date indicated below between VeriFone, Inc., a Delaware corporation, including all of its officers, directors, subsidiaries, affiliates and related entities (collectively “VeriFone”) and Robert Dykes (“You”).

VeriFone and you wish to provide for the separation of their employment relationship and all agreements that may have existed between them, and fully and finally to settle any and all disputes arising out of your employment by VeriFone or the separation of that employment, without any admission of any kind by either party.

Therefore, in consideration of the mutual promises and agreements set forth in this Agreement, VeriFone and you agree as follows:

1. Separation. Effective as of February 28, 2013 (the “Transition Date”), you are no longer expected to report for work at VeriFone. Your official employment termination date will be May 1, 2013 (the “Separation Date”). The time period between the Transition Date and the Separation Date will be considered a “Transition Period”. During the Transition Period, you will not hold any formal position responsibilities and will not be required to report to any VeriFone office. You will retain regular active employee status and receive a base salary of $1.00 per month during the Transition Period.

Notwithstanding the foregoing and in consideration of the consideration you are receiving hereunder, you agree that (i) to the extent VeriFone requires during the Transition Period your time and participation with respect to any transition matters related to your existing duties, that you will assist VeriFone to the best of your abilities; and (ii) to the extent VeriFone requires your time and participation with respect to any VeriFone accounting, litigation, shareholder, regulatory compliance, or third party dispute matters that you may have relevant knowledge of, that you will use your best efforts to assist VeriFone upon VeriFone's request, including making yourself available to VeriFone's attorneys and by acting as a truthful witness for VeriFone. You agree that except as may be required by law or court order, you will not directly or indirectly assist a third party in prosecuting an action against VeriFone.

2. Health Insurance. You and your eligible dependents remain eligible for VeriFone provided health and welfare benefits during the Transition Period. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by VeriFone's current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense by converting to an individual policy through the provider of VeriFone's health insurance, if you wish. VeriFone's obligation to continue health and welfare benefits shall commence when you execute this Agreement, and shall cease upon your eligibility to receive other health care benefits, or on your Separation Date, whichever occurs first. You agree to notify VeriFone if you become eligible for other health care benefits during the Transition Period.

3. Accrued Salary and Vacation. On your Transition Date VeriFone will pay you all accrued salary, and all accrued and unused vacation earned through the Transition Date, subject to standard payroll deductions and

withholdings. You are entitled to these payments regardless of whether or not you sign this Agreement. For purposes of clarification, you will not be eligible for any payments under VeriFone's VIPOR incentive program, and no vacation time will accrue during the Transition Period.

4. Severance Consideration. Subject to your compliance with, and in exchange for, the promises contained in and subject to the other terms and conditions set forth in this Agreement, VeriFone agrees to provide you with the further benefits set forth in this Section. The benefits to be provided are in place of, and not in addition to, payments otherwise provided under your existing severance agreement with VeriFone or any other severance plan or policy of VeriFone.

In exchange for the performance of your obligations hereunder and in exchange for any cash severance that may be owed you under your existing severance agreement, VeriFone agrees to allow your remaining outstanding and unvested equity awards, consisting of award grant numbers 00003798, 00004324, 00005069 and 00005784, to continue to vest under their current vesting schedule during the Transition Period (to and inclusive of the Separation Date) and subject to the terms and conditions of the applicable grant agreement and VeriFone stock plan under which they were granted. You acknowledge that, except as expressly provided in this Agreement, you have not earned and will not receive any additional compensation, severance or benefits after the Transition Date, and that specifically no cash severance will be paid to you.

5. Other Compensation or Benefits. Expense Reimbursements. You agree that, within thirty (30) days of the Transition Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you properly incurred through the Transition Date, if any, for which you seek reimbursement. VeriFone will reimburse you for these expenses pursuant to its regular business practice.

6. Return of VeriFone Property. On your Transition Date, you agree to return to VeriFone all VeriFone documents (and all copies thereof) and other VeriFone property that you have had in your possession at any time, including, but not limited to, VeriFone files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property (including, but not limited to, computers, tablets, cellular phones and other handheld devices), credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of VeriFone (and all reproductions thereof) in whole or in part and in any medium. You agree that you will make a diligent search to locate any such documents, property and information prior to the Transition Date. In addition, if you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any confidential or proprietary data, materials or information of VeriFone, on or before the Transition Date, you must provide VeriFone with a computer-useable copy of such information and then permanently delete and expunge such confidential or proprietary information from those systems without retaining any reproductions (in whole or in part); and you agree to provide VeriFone access to your system, as requested, to verify that the necessary copying and deletion is done. Your timely compliance with the provisions of this paragraph is a precondition to your receipt of the severance benefits provided hereunder.

7. Proprietary Information Obligations. Both during and after your employment you acknowledge your continuing obligations under your Patent and Confidential Information Agreement, including your obligations not to use or disclose any confidential or proprietary information of VeriFone. A copy of your Patent and Confidential Information Agreement is attached hereto as Exhibit A.

8. Confidentiality. You acknowledge that you have had access to confidential company business information (including, but not limited to, future business plans, pricing strategies, marketing plans, customer lists, financial information and personnel information) concerning the business, plans, finances and assets of VeriFone (“Confidential Information”) and which is not generally known outside of VeriFone. For all time, you agree that you shall not, without the proper written authorization of VeriFone, directly or indirectly use, divulge, furnish or make accessible to any person, any Confidential Information, but instead shall keep all Confidential Information strictly and absolutely confidential. You will use reasonable and prudent care to safeguard and prevent the unauthorized use or disclosure of Confidential Information.

Further, you expressly acknowledges that the terms of the section are material to this Agreement, and if you breach the terms of this section, you shall be responsible for all damages and, at the election of VeriFone, the return of all consideration paid hereunder, without prejudice to any other rights and remedies that VeriFone may have.

You acknowledge and agree that the Confidential Information and special knowledge acquired during your employment with VeriFone is proprietary to VeriFone and is valuable and unique, and that breach by you of the provisions of this agreement as described in this section will cause VeriFone irreparable injury and damage, which cannot be reasonably or adequately compensated solely by money damages. You, therefore, expressly agree that VeriFone shall be entitled to injunctive or other equitable relief in order to prevent a breach of this Agreement or any part thereof, in addition to such other remedies legally available to VeriFone. You expressly waive the claim that VeriFone has an adequate remedy at law.

The provisions of this Agreement will be held in strictest confidence by you and VeriFone and will not be publicized or disclosed in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement to your immediate family; (b) the parties may disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax preparers, and financial advisors; (c) VeriFone may disclose this Agreement as necessary to fulfill standard or legally required corporate reporting or disclosure requirements; and (d) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. In particular, and without limitation, you agree not to disclose the terms of this Agreement to any current or former VeriFone employee.

9. Non-Competition: You agree that during the Transition Period, you will not, anywhere in the world, invest in, contribute capital to, raise capital for or directly or indirectly participate in the business or management (as a director, officer, employee, consultant, advisor, agent, representative or otherwise of any Person (including, without limitation, ^{** *} ) that is engaged in any business that designs, develops, manufactures, markets or sells point-of-sale payment hardware, software or services, including any credit/debit card payment solution and related support services or media advertising solutions, unless both parties agree otherwise in writing. For purposes this section, “Person” shall mean any individual, sole proprietor, general partnership, limited partnership, company, corporation, joint venture, trust, fund, limited liability company, limited liability partnership, association or any other entity; provided, however, that purchasing and owning, directly or indirectly, up to one (1%) of the capital stock or other securities of any corporation or other entity whose stock or securities are traded on any national or regional securities exchange or the national over the counter market and such ownership shall not constitute a violation of this section.

10. Solicitation of Clients, Customers, Etc.: You shall not, at any time during the Transition Period, directly or indirectly, solicit any person who, as of the Transition Date was a client, customer, vendor, consultant or agent of VeriFone to discontinue business, in whole or in part with VeriFone. You further agree that, during the Transition Period, if a client, customer, vendor, consultant or agent of VeriFone contacts you about discontinuing business with VeriFone and/or moving that business elsewhere, you will inform such person that you cannot discuss the matter further and refer such matter to VeriFone's legal department.

11. Solicitation of Employees: You shall not, at any time during the Transition Period, directly or indirectly induce or attempt to induce any employee of VeriFone to leave the employ of VeriFone or in any way interfere with the relationship between VeriFone and any of its employees or, on behalf of yourself or any other person, hire, employ or engage any such person. You further agree that, during such time, if an employee of VeriFone contacts you about prospective employment, you will inform such employee that you cannot discuss the matter further and refer such matter to the VeriFone legal department.

_________________________________

^*** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. Confidential treatment has been requested with respect to the omitted portions.

12. Nondisparagement. You agree not to disparage VeriFone, or VeriFone's officers, directors, employees, shareholders, parents, subsidiaries, affiliates, and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that you may respond accurately and fully to any question, inquiry or request for information when required by legal process.

13. Release of Claims .

(a) General Release. In exchange for consideration provided to you by this Agreement that you are not otherwise entitled to receive, you hereby generally and completely release VeriFone Systems, Inc., VeriFone, Inc. and its current and former directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to your signing this Agreement.

(b) Scope of Release. This general release includes, but is not limited to: (1) all claims arising out of or in any way related to your employment with VeriFone, or the termination of that employment; (2) all claims related to your compensation or benefits from VeriFone, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in VeriFone; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys' fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the Georgia Age Discrimination Act, the Georgia Equal Employment for Persons With Disabilities Code (as amended), the Florida Civil Rights Act, the Florida Human Rights Act, and the California Fair Employment and Housing Act (as amended).

(c) Excluded Claims. Notwithstanding the foregoing, nothing in this paragraph shall release (a) any rights you have under this Agreement; (b) any rights that cannot be waived under applicable state or federal law; (c) any rights you have to file or pursue a claim for workers' compensation or unemployment insurance; or (d) any rights that you have to indemnification (including any right to reimbursement of expenses) arising under applicable law, the certificate of incorporation or by-laws (or similar constituent documents of VeriFone), any indemnification agreement between you and VeriFone, or any directors' and officers' liability insurance policy of VeriFone. In addition, nothing in this Agreement shall prevent you from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or any other governmental agency, except that you acknowledge and agree that you shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released in this Agreement.

14. ADEA Waiver . You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA (“ADEA Waiver”). You also acknowledge that the consideration given for the ADEA Waiver is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your ADEA Waiver does not apply to any rights or claims that arise after the date you sign this Agreement; (b) you should consult with an attorney prior to signing this Agreement; (c) you have forty-five (45) days to consider this Agreement (although you may choose to voluntarily sign it sooner); (d) you have seven (7) days following the date you sign this Agreement to revoke it; and (e) this Agreement will not be effective until the date upon which the revocation period has expired unexercised, which will be the eighth day after you sign this Agreement (“Effective Date”). You hereby further acknowledge that VeriFone has provided you with ADEA disclosure information (under 29 U.S.C. § 626(f)(1)(H)), enclosed herewith.

15. Section 1542 Waiver. YOU UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In giving the release herein, which includes claims which may be unknown to you at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

You hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to your release of any unknown or unsuspected claims herein.

16. Representations. You hereby represent that you have been paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which you are eligible, pursuant to the Family and Medical Leave Act or otherwise, and have not suffered any on-the-job injury for which you have not already filed a claim.

17. General. This Agreement, including Exhibit A, constitutes the complete, final and exclusive embodiment of the entire agreement between you and VeriFone with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of VeriFone. This Agreement will bind the heirs, personal representatives, successors and assigns of both you and VeriFone, and inure to the benefit of both you and VeriFone, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable to the fullest extent permitted by law, consistent with the intent of the parties. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California. This Agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile and electronic image signatures shall be equivalent to original signatures.

If this Agreement is acceptable to you, please sign below and return the original to me within forty-five (45) days after you receive it. If you do not return this Agreement, signed by you, within forty-five (45) days, this Agreement will expire.

I wish you good luck in your future endeavors.

Sincerely,

VeriFone, Inc.

By: /s/ Dawn LaPlante_______________

Dawn LaPlante

VP, Human Resources

Exhibit A - Patent and Confidential Information Agreement

Enclosure: Disclosure under 29 U.S.C. § 626(f)(1)(H)

Agreed:

/s/ Robert Dykes     

NAME

Feb. 1, 2013                         

Date

Return to:

VeriFone, Inc.

Attn: Dawn LaPlante

3755 Atherton Rd.

Rocklin, CA 95765

Patent and Confidential Information Agreement

enclosed in notification packet