HYPERCOM CORP
EXHIBIT 10.6
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<TYPE>EX-10.6
<SEQUENCE>3
<FILENAME>p68892exv10w6.txt
<DESCRIPTION>EXHIBIT 10.6
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                                                                    EXHIBIT 10.6

                                February 4, 2004

Mr. Christopher S. Alexander
President and Chief Executive Officer
HYPERCOM CORPORATION
2851 W. Kathleen Road
Phoenix, Arizona 85053

                  Re: Employment Agreement

Dear Chris:

         Upon execution by you, this letter will constitute your employment
agreement (this "Agreement") with Hypercom Corporation (the "Company") and your
existing employment agreement with the Company automatically will be superceded
by the terms of this Agreement.

1.       Term. This Agreement will be effective as of October 22, 2003 and will
         expire on February 28, 2007, unless mutually extended by the parties in
         writing.

2.       Positions with the Company. During the term of this Agreement, you will
         serve as Chief Executive Officer of the Company. You will faithfully
         and diligently perform all duties commensurate with these positions,
         including those duties directed by the Company's Board of Directors
         (the "Board"), as well as those set forth in the Company's Bylaws that
         relate to such positions. You will report directly to the Board. In the
         event that you cease to be employed as Chief Executive Officer of the
         Company, you agree that you will resign as a director of the Company
         and each of its subsidiaries at the request of a majority of the Board
         (except you).

3.       Compensation. You will receive the following compensation for your
         services during your term of employment:

         (a)      You will receive a minimum base salary of $450,000 per year,
                  which will be subject to increase but not decrease at the
                  discretion of the Board. Your salary will be paid in equal
                  installments in accordance with the Company's salary payment
                  policies as in effect from time to time.

         (b)      During your term of employment, you will be eligible, but not
                  entitled, to receive bonus compensation during each of the
                  Company's fiscal years, subsequent to the fiscal year ending
                  December 31, 2003, in an aggregate annual amount of up to 60%
                  of your then salary for each such year if the Company achieves
                  certain performance goals. The Board will establish the
                  performance goals for each fiscal year, or portion(s) thereof,
                  following the final approval of the Company's budget for such
                  fiscal year. The determination of whether the Company has
                  achieved the performance goals and the amount, if any, and
                  timing of your bonus compensation will be determined by the
                  Board in its reasonable discretion.

         (c)      Upon execution of this Agreement by the Company and you, the
                  Company will grant to you 60,000 shares of unvested restricted
                  common stock of the Company. The restricted stock will vest in
                  three equal installments of 20,000 shares of common stock on
                  October 22 of each of the years 2005, 2006 and 2007; provided,

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Mr. Christopher S. Alexander
February 4, 2004
Page 2

                  however, that if the term of this Agreement is not extended by
                  mutual agreement, or otherwise superceded by a mutually
                  acceptable agreement, which extension or superceding agreement
                  shall be effective on or before February 27, 2007, all shares
                  of restricted stock that have not previously vested shall
                  immediately vest on February 27, 2007. Vesting of each
                  particular installment of restricted stock will be subject to
                  the condition that you are an employee of the Company on the
                  vesting date for such installment. Any of the restricted stock
                  that has not already vested immediately will vest upon a
                  Change in Control, as defined on the attachment to this
                  Agreement.

         (d)      You will be eligible, but not entitled, to receive additional
                  grants of restricted capital stock of the Company in such
                  quantities and subject to such conditions as the Board may
                  determine in its sole and absolute discretion.

         (e)      The Company will provide you with a car allowance in a
                  reasonable amount to be determined by the Board and the
                  Company will pay the cost of a membership for you at a golf
                  club of your choice in the Atlanta, Georgia metropolitan area.

         (f)      You may participate in any incentive compensation plan,
                  pension or profit sharing plan, stock purchase plan, group
                  benefit plan, medical plan, bonus plan and/or other benefit
                  plans, either currently in effect or as may be established
                  from time to time by the Board, for which you as an officer of
                  the Company are eligible to participate. (You acknowledge that
                  you will not be entitled to any benefits under any
                  discretionary plan unless actually provided to you in
                  accordance with such plan).

         (g)      You will be eligible, but not entitled, to receive such other
                  compensation as may from time to time be granted to you by the
                  Board in its sole and absolute discretion, including
                  additional bonuses approved by the Board or the Board's
                  Compensation Committee.

         (h)      You will be permitted to take vacations and sick leave, in
                  accordance with the Company's policies and procedures as in
                  effect for officers of the Company.

4.       Business Expenses. The Company will pay or reimburse you for all
         ordinary and necessary business expenses incurred or paid by you in
         furtherance of the Company's business, in accordance with the Company's
         policies and procedures.

5.       Termination for Cause. The Company may terminate you for Cause, as
         defined on the attachment to this Agreement. Upon any termination for
         Cause, you will be entitled to receive only that compensation due you
         through the date of termination, together with any COBRA (at your cost)
         or other benefits required by law.

6.       Termination by Voluntary Resignation. In the event that you voluntarily
         resign from the Company for reasons other than those set forth in
         Paragraph 9 below, you will be entitled

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Mr. Christopher S. Alexander
February 4, 2004
Page 3

         to receive only that compensation due you through the date of your
         resignation, together with any COBRA (at your cost) or other benefits
         required by law.

7.       Death or Disability.

         (a)      If during the term of this Agreement you die, then this
                  Agreement will terminate and your estate will be entitled to
                  receive the compensation due you through the date of your
                  death.

         (b)      If during the term of this Agreement you become so disabled or
                  incapacitated by reason of any physical or mental illness or
                  any drug or alcohol addiction so as to be unable to perform
                  the services required of you pursuant to this Agreement for a
                  continuous period of three months, then, at the option of the
                  Company, this Agreement will terminate at the end of such
                  three month period, provided that during such period of
                  disability or incapacity, you will be paid the full salary,
                  benefits and expenses otherwise payable to you, less the
                  amount you receive from any Company-provided disability
                  insurance for the period of such illness or incapacity.

         (c)      In addition, in the case of termination by death or disability
                  under this Paragraph 7, for a period of eighteen months from
                  the date of your termination, the Company will pay for the
                  COBRA benefits due you or your estate.

8.       Termination by the Company Other than for Cause; Expiration of
         Agreement.

         If (i) you are terminated without Cause, or (ii) the term of this
         Agreement expires pursuant to Paragraph 1, and is not extended by
         mutual agreement, or otherwise superceded by a mutually acceptable
         agreement, which extension or superceding agreement shall be effective
         on or before February 28, 2007, you will receive:

         (a)      Payment equal to two times your then current base salary in a
                  lump sum upon effectiveness of the release contemplated by
                  Paragraph 16 below;

         (b)      Accelerated vesting of all your options that are
                  "in-the-money", and a minimum period of 90 days after your
                  termination within which to exercise your vested options (or,
                  if longer, the period permitted by your option grants),
                  provided, however, that if the acceleration of your options
                  under this provision were to occur before a Change in Control
                  and, would cause a charge to the Company's earnings, then at
                  the Company's option it may offer you a consulting position
                  during which your options would continue to vest; and

         (c)      For a period of eighteen months from the date of your
                  termination, the Company will pay for the COBRA benefits due
                  you.

9.       Resignation Following Change of Control.
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Mr. Christopher S. Alexander
February 4, 2004
Page 4

         In the event that you resign for Good Reason, as defined in the
         attachment to this Agreement, following a Change of Control, as defined
         in the attachment to this Agreement, you will receive:

         (a)      Payment equal to two times your then current base salary in a
                  lump sum upon effectiveness of the release contemplated by
                  Paragraph 16 below; and

         (a)      For a period of eighteen months from the date of your
                  termination, the Company will pay for the COBRA benefits due
                  you.

10.      Covenant Not to Compete.

         For a period of one year from any termination of your employment
         hereunder, including any completion of the term of this Agreement (or,
         if later, upon conclusion of your service as a consultant), you will
         not, directly or indirectly, for your own benefit or for, with or
         through any other individual, firm, corporation, partnership or other
         entity, whether acting in an individual, fiduciary or other capacity,
         own, manage, operate, control, advise, invest in (except as a 1% or
         less shareholder of a public company), loan money to, or participate or
         assist in the ownership, management, operation or control of or be
         associated as a director, officer, employee, partner, consultant,
         advisor, creditor, agent, independent contractor or otherwise with, or
         acquiesce in the use of your name by, any business enterprise that is
         in direct competition with the Company or any subsidiary, within the
         United States of America or any other country that the Company conducts
         business at the time of your termination.

         In addition to the foregoing, at all times during the period of your
         employment and for one year after any termination thereof (or, if
         later, upon conclusion of your services as a consultant), you will not,
         directly or indirectly (as described above), for your benefit or for,
         with or through any business enterprise, hire, employ, solicit, or
         otherwise encourage or entice any of the Company's (or subsidiary's)
         employees or consultants to leave or terminate their employment with
         the Company.

         You and the Company consider the restrictions contained in this
         Paragraph 10 to be reasonable for the purpose of preserving the
         Company's rights and interests. If a court makes a final judicial
         determination that any such restrictions are unreasonable or otherwise
         unenforceable against you, you and the Company agree to modify the
         provisions held to be unenforceable to preserve each party's
         anticipated benefits thereunder to the maximum extent legal.

         You acknowledge and agree that the Company's remedies at law for breach
         or threatened breach of any of the provisions of this Paragraph 10
         would be inadequate. Therefore, you agree that in the event of a breach
         or threatened breach by you of the provisions in this Paragraph 10, the
         Company will be entitled to, in addition to its remedies at law and
         without posting any bond, equitable relief in the form of specific
         performance, a temporary restraining order, a temporary or permanent
         injunction, or any other equitable
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Mr. Christopher S. Alexander
February 4, 2004
Page 5

         remedy that may then be available. You further agree that you will not
         oppose the Company's request for such equitable relief.

11.      Personal Rights and Obligations. This Agreement and all rights and
         obligations hereunder are personal and will not be assignable by either
         you or the Company except as provided in this Paragraph 11, and any
         purported assignment in violation thereof will be null and void. Any
         person, firm or corporation succeeding to the business of the Company
         by merger, consolidation, purchase of assets or otherwise will assume
         by contract or operation of law the obligations of the Company
         hereunder and in such a case you will continue to honor this Agreement
         with such business substituted for the Company as the employer.

12.      Notices. Any notice, election or communication to be given under this
         Agreement will be in writing and delivered in person or deposited,
         certified or registered, in the United States mail, postage prepaid,
         addressed as follows:

         If to the Company:

         Hypercom Corporation
         2851 West Kathleen Road
         Phoenix, Arizona  85053
         Attn:  General Counsel

         If to you:
         Mr. Christopher S. Alexander
         ____________________________
         ____________________________

         or to such other addresses as the Company or you may from time to time
         designate by notice hereunder. Notices will be effective upon delivery
         in person or upon receipt of any facsimile or e-mail, or at midnight on
         the fourth business day after the date of mailing, if mailed.

13.      Entire Agreement. Except for any confidentiality agreement, option
         awards, or restricted stock awards to which you are subject, this
         Agreement constitutes and embodies the full and complete understanding
         and agreement of the Company and you with respect to your employment by
         the Company and supersedes all prior understandings or agreements
         whether oral or in writing. This Agreement may be amended only by a
         writing signed by you and the Company. This Agreement may be executed
         in any number of counterparts, each of which will be considered a
         duplicate original.

14.      Arbitration. Any controversy relating to this Agreement or relating to
         the breach hereof will be settled by arbitration conducted in Phoenix,
         Arizona in accordance with the Commercial Arbitration Rules of the
         American Arbitration Association then in effect. The award rendered by
         the arbitrator(s) will be final and judgment upon the award rendered by
         the arbitrator(s) may be entered upon it in any court having
         jurisdiction

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Mr. Christopher S. Alexander
February 4, 2004
Page 6

         thereof. The arbitrator(s) will possess the powers to issue mandatory
         orders and restraining orders in connection with such arbitration. The
         expenses of the arbitration will be borne by the losing party unless
         otherwise allocated by the arbitrator(s). This agreement to arbitrate
         will be specifically enforceable under the prevailing arbitration law.
         During the continuance of any arbitration proceedings, the parties will
         continue to perform their respective obligations under this Agreement.
         Nothing in this Agreement will preclude the Company or any affiliate or
         successor from seeking equitable relief, including injunction or
         specific performance, in any court having jurisdiction, in connection
         with the non-compete provisions herein and any obligations of
         confidentiality.

15.      Governing Law. This Agreement will be governed by and interpreted in
         accordance with the laws of the State of Arizona.

16.      Withholding and Release. You acknowledge and agree that payments made
         to you hereunder may be subject to withholding. You further acknowledge
         and agree that payment of any of the benefits to be provided to you
         under this Agreement following any termination of your employment is
         subject to your compliance with any reasonable and lawful policies or
         procedures of the Company relating to employee severances, including
         the execution and delivery by you of a release reasonably satisfactory
         to the Company of any and all claims that you may have against the
         Company or related persons, except for (i) the continuing obligations
         provided herein, and (ii) for any continuing obligations of
         indemnification due you as an officer or director (or a former officer
         or director).

                                     Very truly yours,

                                     John W. Smolak
                                     Executive Vice President, and
                                     Chief Financial Officer, and
                                     Administrative Officer

ACCEPTED:
/s/ Christopher S. Alexander
Christopher S. Alexander

Date: February 4, 2004

<PAGE>
Mr. Christopher S. Alexander
February 4, 2004
Page 7
                                   Definitions

         "Cause" means if the Board, in its reasonable and good faith
discretion, determines that you:

         (1)      have developed or pursued interests substantially adverse to
the Company,

         (2)      have materially breached any employment or confidentiality
agreement or otherwise materially failed to discharge the duties of your
office(s) as set forth in the Company's Bylaws or in the minutes of the Board of
Directors,

         (3)      have not devoted all or substantially all of your business
time, effort and attention to the affairs of the Company (or such lesser amount
as has been agreed to in writing by the Company),

         (4)      are charged with or convicted of a felony, or

         (5) have engaged in activities or omissions that are detrimental to the
well-being of the Company.

         "Change of Control" means and includes each of the following:

         (1)      there shall be consummated any consolidation or merger of the

Company in which the Company is not the continuing or surviving entity, or
pursuant to which common stock would be converted into cash, securities or other
property, other than a merger of the Company in which the holders of the
Company's common stock immediately prior to the merger have at least 80%
ownership of beneficial interest of common stock or other voting securities of
the surviving entity immediately after the merger;

         (2)      there shall be consummated any sale, lease, exchange or other
transfer (in one transaction or a series of related transactions) of assets or
earning power aggregating more than 40% of the assets or earning power of the
Company and its subsidiaries (taken as a whole), other than pursuant to a
sale-leaseback, structured finance or other form of financing transaction;

         (3)      the stockholders of the Company shall approve any plan or
proposal for liquidation or dissolution of the Company; or

         (4)      during any period of two consecutive years, individuals who at
the beginning of such period constituted a majority of the Board shall fail to
constitute a majority thereof, unless the election, or the nomination for
election by the Company's stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

         "Good Reason" means, without your consent:

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Mr. Christopher S. Alexander
February 4, 2004
Page 8

         (1)      you suffer a reduction in position or a material change in
your functions, duties or responsibilities;

         (2)      your annual salary is reduced by the Company or there is a
material reduction in your current benefits (other than a reduction in the
benefits as part of overall reduction applicable to all or substantially all
other officers); or

         (3)      you are required to reside other than in Maricopa County,
Arizona, Dade County, Florida or Georgia.
<PAGE>

================================================================================

                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

                                  BY AND AMONG

                              HYPERCOM CORPORATION

                                       AND

              EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO

                                  AS BORROWERS,

                     THE LENDERS THAT ARE SIGNATORIES HERETO

                                 AS THE LENDERS,

                                       AND

                           WELLS FARGO FOOTHILL, INC.

                    AS THE ARRANGER AND ADMINISTRATIVE AGENT

                             DATED DECEMBER 31, 2003

================================================================================

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