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Executive Services
Agreement
Mr. Douglas Bergeron
Chief Executive Officer
Verifone Holdings, Inc.
2099 Gateway Place, Suite 600
San Jose, CA 95110
Tatum, LLC
(“Tatum,” “we,” or “us”) is
pleased that Verifone Holdings, Inc. (the “Company,”
“you” or “your”) desires to employ Clinton
Knowles, a member of Tatum (the “Employee”), to serve
as the Interim Chief Financial Officer of the Company. This letter
along with the terms and conditions attached as Exhibit A and
any other exhibits or schedules attached hereto (collectively, the
“Agreement”) confirms our mutual understanding of the
terms and conditions upon which we will make available to you the
Employee and Tatum’s intellectual capital to the Employee for
use in connection with the Employee’s employment relationship
with you.
Effective as of
June 2, 2008, the Employee will become your employee serving
in the capacity set forth above and a duly elected or appointed
officer of the Company. The Employee will work on a full-time basis
and be subject to the supervision, direction and control of and
report directly to the Company’s management. While the
Employee will remain a member of Tatum and have access to
Tatum’s intellectual capital to be used in connection with
the Employee’s employment relationship with you, we will have
no supervision, direction or control over the Employee with respect
to the services provided by the Employee to you.
You will pay
directly to the Employee a salary of $24,500 a month
(“Salary”). In addition, you will reimburse the
Employee for out-of-pocket expenses incurred by the Employee to the
same extent that you reimburse other senior managers for such
expenses. In addition, you will pay directly to Tatum a fee of
$10,500 a month (“Fees”). The employee will be eligible
for an annualized cash bonus of up to $60,000 per annum based on
the Company’s attainment of certain operating metrics and
prorated for actual time worked. Examples of these could be cost
reduction programs resulting in improvements in gross margin or
operating income, etc. Goals and objectives for bonus eligibility
will be agreed between the Company and the Employee. Any such cash
bonus will be payable 70% to the Employee and 30% to Tatum. The
Employee will remain a resident of Colorado and only be liable for
non-resident California income tax liabilities while employed as
the Interim Chief Financial Officer of the Company.
Payments to the
Employee shall be made i
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