SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (the “Agreement”) is entered into effective as of the 5th day of May, 2009, by and between Hypercom Corporation, a Delaware corporation (“Company”), and Robert M. Vreeland (“Employee”).

A.           Employee presently is employed by Company as Vice President of Finance.

B.           Company and Employee have decided to terminate their relationship.

NOW THEREFORE , in consideration of the premises and the mutual promises hereinafter set forth, Company and Employee agree as follows:

1.       Resignation.   By the execution of this Agreement, Employee submits, and Company accepts, Employee’s resignation from his position as Vice President of Finance, effective as of May 5, 2009 (the “Resignation Date”).  As of the Resignation Date, Employee also will be deemed to automatically resign, without any further action by Employee, from any other position or office he held with Company, as well as any position or office he held with any Affiliate (as defined below) or other entity by reason of his association with Company.

2.       Severance Benefits .  If Employee executes this Agreement within the 21-day period referenced in Section 11, does not revoke this Agreement within the 7-day Revocation Period referenced in Section 11 and continuously fulfills his obligations under this Agreement, Employee will be entitled to receive the following severance benefits from Company:

(a)       Salary Continuation Payments .  Employee shall receive an amount equal to nine months of his current Base Salary of $213,990, to be paid in the form of salary continuation at the normal payroll intervals of the Company, subject to applicable withholding requirements, commencing on the first payroll cycle following the expiration of the Revocation Period set forth in Section 11.

(b)       Paid Time Off Balance .  Employee shall receive an amount equal to the cash equivalent value of his unused Paid Time Off balance as of the Resignation Date, to be paid, subject to applicable withholding requirements, on the first payroll cycle following the expiration of the Revocation Period set forth in Section 11.

(c)       COBRA Payments .  For a period of six months after the Resignation Date, the Company will pay the premium for the COBRA benefits available to Employee under the Company’s group health plan as of the Resignation Date, provided that Employee is not eligible for health insurance coverage from another employer during such period.

(d)       Employee Stock Options .  Notwithstanding the terms of any award or granting agreement or other instrument, Employee shall have ninety (90) days from the Resignation Date to exercise any and all employee stock options granted to Employee that are vested as of the Resignation Date.

(e)       Employee Restricted Stock Awards .  Notwithstanding the terms of any award or granting agreement or other instrument, Employee’s April 15, 2009 Restricted Stock Award of 10,000 shares of the Company’s common stock shall vest in full as of the Resignation Date.

(f)       Outplacement Services.   Company shall provide third party outplacement services to Employee at its expense during the six month period commencing on the expiration of the Revocation Period set forth in Section 11, in amount not to exceed $8,500; provided, that if Employee does not utilize the Company provided outplacement services during such period, Employee shall have no further right to outplacement services or the value thereof under this Agreement.

3.       Consultation .  During the six month period beginning on the Resignation Date, Employee shall make himself reasonably available and shall promptly respond to mail, telephone and email inquiries from the Company, including from the Chief Financial Officer and such other Company employees as he may designate for that purpose from time to time, regarding matters related to Employee’s duties while an employee of the Company.

4.       Release of Company .  In consideration of the promises and payments set forth in this Agreement, Employee hereby releases and forever discharges Company and/or any of its “Affiliates” from any and all claims, complaints, causes of action, and demands of any kind, whether known or unknown, which Employee has, ever has had, or may have arising out of or related to Employee’s employment or resignation from employment with Company, or otherwise, excepting those arising out of this Agreement, Employee’s rights under all insurance policies providing benefits to Employee, and, except as modified by this Agreement, Employee’s rights under any option or restricted stock agreement entered into between Company and Employee pursuant to the Hypercom Corporation Long-Term Incentive Plan, the 2000 Broad-Based Stock Incentive Plan, or any other plan or program pursuant to which Employee may have been granted options or restricted shares in the past.

This Release is a FULL WAIVER AND RELEASE and includes, without limitation, any right, claim, demand or cause of action arising under Title VII of the Civil Rights Act of 1964, as amended; the Americans with Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act of 1974 (“ERISA”); the Older Workers Benefit Protection Act; the Fair Labor Standards Act; the Age Discrimination in Employment Act; the Rehabilitation Act of 1973; the Workers Adjustment & Retraining Notification Act (“WARN”); the Consolidated Omnibus Budget Reconciliation Act; the Fair Labor Standards Act; and any applicable state civil rights act and/or any other federal, state, or local law or regulation.  This Release also includes any contract or tort causes of action arising from or in any way related to Employee’s employment relationship with Company and/or any Affiliates.

This Release specifically excludes any claims by Employee for payment of Employee’s base salary and benefits through the Resignation Date.  Employee acknowledges that he is not entitled to receive any bonus compensation for all or any portion of the Company’s fiscal year ending December 31, 2009.

Notwithstanding any provision herein to the contrary, Employee does not release any claims or rights Employee may have under any “employee benefit plan” (as that term is defined in regulations issued pursuant to ERISA) sponsored by Company or any Affiliate.

For purposes of this Agreement, the term “Affiliate” means and includes:  (a) any subsidiary, brother-sister or other organization that is treated as a single employer with Company pursuant to Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986; and (b) any officer, owner, director, employee, representative, or insurer of Company or any organization referred to in clause (a); and (c) the successors and assigns of any organization or individual described in clauses (a) or (b).

5.       Confidentiality, Non-Solicitation & Non-Compete Agreements.   In consideration of the promises and payments set forth in this Agreement, Employee hereby agrees as follows:

(a)            Confidentiality .

At all times hereafter, Employee will not, directly or indirectly, disclose, utilize, or authorize any disclosure of Con