VeriFone, Inc. | 2099 Gateway Place, Suite 600 | San Jose, CA 95110 | USA (t) 408 ###-###-#### | (f) 408 ###-###-#### | www.verifone.com

In addition, you will receive initial restricted stock units grant (the "RSU Grant") with a value of $1,000,000.00. 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). ½ of the grant will time vest pursuant to VeriFone's standard four-year time vesting schedule (which provides for 25% cliff vest on the first anniversary of the grant date and 1/16 each quarter thereafter). The other ½ of the grant will cliff vest on the third anniversary of the grant date and will have a payout ranging from 0% to 200% of target, based on the level of achievement of the Company's total shareholder return ("TSR") relative to the companies in the S&P North America Technology Index over a 3-year performance period from the date of grant, with the TSR calculated on a stack-ranked basis using a 60-trading day average immediately preceding the beginning and end of the performance period. You will also be eligible for additional annual refresh equity awards, which are at the sole discretion of the Compensation Committee and the Board, and are not guaranteed in any manner. All vesting is subject to your continual employment by VeriFone on the applicable equity award vesting date. The awards will be subject to the terms and conditions of the applicable VeriFone stock plan and VeriFone award grant agreements under which the awards are granted. In addition to your initial RSU grant, you will be eligible to be considered (but such grants are not guaranteed in any manner) for additional annual equity grants targeted at $500,000.00 per year, based upon your annual performance, the Company's financial performance and in accordance with the Company's general compensation policy for its executive team.

While you are on assignment to the VeriFone UK office, the following principal terms and conditions of your international assignment shall apply:

President, VeriFone Europe

May 26, 2014 in the US, with relocation to UK when work visa is received

Three (3)

Employment Status    

You will remain an employee of VeriFone, Inc. You will be designated international assignee status and will be noted and paid through VeriFone's UK subsidiary.

Duration of Assignment

Expatriate assignments are temporary in nature. The length of this assignment is expected to be initially 36 months. At the end of the third year, a review process will take place to determine if there is a need to extend the assignment for a longer duration.

Your base salary and annual variable compensation are as described in your offer letter. The amount will be paid from the UK payroll with applicable withholdings and deductions.

Health/Welfare Benefits

You and your eligible family members will continue to receive coverage through the standard VeriFone US health & welfare benefit programs. In addition, coverage for you and your eligible dependents will also be provided through the UK Private Health Care Plan.

Housing and Utilities Allowance

You will receive monthly allowance of GBP £10,000 to assist with housing and utilities expenses.

Your duties will require you to travel while on assignment. The Company will directly pay for all necessary travel expenses in accordance with the Company's employee travel policy.

VeriFone will directly pay for the lease of an automobile of a similar nature as provided to its other general managers in Europe, or alternatively provide suitable and comparable alternative transportation.

Income Tax Preparation and Tax Equalization

VeriFone will designate an external tax consultant to assist in the preparation and processing of your UK and US tax returns at VeriFone's expense. VeriFone will continue to provide such tax preparation assistance during the year of your repatriation, and any year following your repatriation for any residual assignment-related taxable income you continue to realize. In the event that penalties and/or interest charges are imposed because of your direct non-compliance with UK and US tax laws, you will be responsible for the charges, unless VeriFone can confirm that you have made bona fide efforts to have your returns filed on time. However, VeriFone will reimburse you for any fines that you may suffer as a result of any failure by VeriFone to meet its own tax reporting and/or withholding obligations in the UK or the US with regard to your compensation.

Your normal work week will be observed in accordance with local customs. You will be paid for UK national holidays.

Visa

VeriFone will assist you in meeting the necessary requirements for employment and/or residence permits as required for this assignment for you and your spouse, and VeriFone will provide you with immigration counsel. VeriFone will reimburse the costs of obtaining legal documents by way of the standard expense report process.

In order that VeriFone may appropriately file and/or report employer taxes and liability, you agree also (i) to comply with reporting requirements, including without limitation periodic reporting of days spent in the U.K.; (ii) to report to us the possibility that the number of days spent in the U.K. may exceed 183 days in any twelve month period (including time spent in the U.K. outside of this assignment); (iii) to timely file tax forms relevant to determination of residency; and (iv) to maintain appropriate records relevant to the determination of residency with the assistance of immigration and tax advisors.

Before your assignment begins, the Company will directly pay for the services of a relocation services agency to help you find suitable housing in London. Additionally, the Company will directly pay for one (1) round-trip business class flights to London for you and your family to locate suitable housing.

VeriFone will pay for the cost of business class airfare for you and your family, using the most direct route to London from New York City, upon initiation of this assignment. Please work with the company's travel management company to coordinate reservations.

Before your assignment begins, VeriFone will directly pay for the cost of shipment, insurance and temporary storage (up to 30 days) of household goods, with the following maximums: 500 lbs. of air shipment and a 40-foot container surface shipment (VeriFone only provides one-time shipment of your household goods). VeriFone will not pay for the shipment of unusual or high value items requiring special handling or insurance (e.g. pool tables, paintings, etc).

Reassignment: Upon completion of the assignment (or your termination without Cause or resignation with Good Reason, in each case as such terms are defined in the Company's executive severance policy), you will be repatriated to the United States (or to another VeriFone assignment location). VeriFone will provide you and your family business class airfare via direct route to the location of your next assignment, plus shipment of your household goods (as detailed below). No repatriation expenses will be paid if you choose to remain in the UK or do not accept assignment to another VeriFone location.

Upon completion of your assignment (or your termination without Cause or resignation with Good Reason, in each case as such terms are defined in the Company's executive severance policy), VeriFone will directly pay for the cost of shipment, insurance and temporary storage (up to 30 days) of household goods, with the following maximums: 500 lbs. of air shipment and a 40-foot container surface shipment (VeriFone only provides one-time shipment of your household goods). VeriFone will not pay for the shipment of unusual or high value items requiring special handling or insurance unless discussed and agreed to in advance (e.g. pool tables, paintings, etc).

VeriFone will provide you a one-time repatriation allowance of USD$20,000 to cover miscellaneous moving expenses.

It is understood that you will not engage in any employment or business enterprise that would in any way conflict with your assignment and the interests of VeriFone. You agree to comply with all applicable UK laws, and refrain from political activity.

If your international assignment is ended prematurely, the following terms and conditions apply:

In the event that you should resign without Good Reason (as such term is defined under the Company's executive severance policy) or voluntarily terminate your employment with VeriFone, in each case on or before the first anniversary of your start

date, you shall reimburse VeriFone on a pro rated basis (pro rated for the period of the first year of employment that you did not complete) for the actual total out of pocket cost that VeriFone has paid to relocate you to the UK for your assignment.

In the event of your resignation without Good Reason (as defined under the Company's executive severance policy), VeriFone will not be responsible for relocating you back to the United States. You will be personally responsible for any tax obligations and filing requirements in both the United States and UK beyond your termination date and all assignment benefits will cease effective with your voluntary resignation date. VeriFone will not assume any housing lease or other obligations in the UK as a result of your resignation or voluntary termination without Good Reason.

In the event that VeriFone terminates your employment without Cause or you resign with Good Reason (as such terms are defined under the Company's executive severance policy) during the assignment, then in addition to the separation benefits provided by the executive severance policy, VeriFone will cover the cost of return business class airfare for you and your family to your home location via a direct route, provided that such return occurs no later than sixty (60) days from your termination date. VeriFone will cover return shipment of your household goods according to the same weight/dimensions indicated in the shipment provision above. VeriFone will also assume any reasonable housing lease obligations in the UK. Except as provided otherwise herein, all other allowances and benefits will cease as of the date of your termination.

Should VeriFone terminate your employment for Cause (as such term is defined under the company's executive severance policy) during the assignment, all allowances and benefits will cease upon your termination. VeriFone reserves the right not to cover costs associated with your return to your home location, including but not limited to, transportation and household goods relocation back to the United States (or any other location) and tax obligations and tax filing assistance.