EXHIBIT 10.9
SECOND AMENDMENT TO
THE
HYPERCOM
CORPORATION
NONEMPLOYEE DIRECTORS’
STOCK OPTION PLAN
(EFFECTIVE JANUARY 1,
2009)
WHEREAS , Hypercom Corporation (the
“Company”) has adopted and currently maintains the
Hypercom Corporation Nonemployee Directors’ Stock Option (the
“Plan”) on behalf of its Nonemployee
Directors;
WHEREAS , Section 7.1 of the Plan provides that the
Committee may amend the Plan at any time;
WHEREAS , the Plan has been amended on one
occasion;
WHEREAS , Section 409A of the Internal Revenue Code (the
“Code”), which became effective as of January 1,
2005, applies to the Plan and awards granted under the Plan that do
not fit within an exception to Section 409A of the Code;
WHEREAS , the Plan has been and shall continue to be
administered in good faith compliance with the requirements of
Section 409A of the Code from January 1, 2005 through December 31,
2008; and
WHEREAS , the purpose of this Second Amendment is to
satisfy the documentation requirements of Section 409A of the Code
which are effective as of January 1, 2009.
NOW, THEREFORE , the Plan is hereby amended, effective as of
January 1, 2009, as set forth below:
