POWER OF ATTORNEY
Know all by these presents, that the
undersigned hereby constitutes and appoints each of Douglas G. Bergeron,
Janelle Del Rosso, Dawn LaPlante, Carolyn Belamide and Kathy Rogers, signing
singly, the undersigned’s true and lawful attorney-in-fact to:
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(1) |
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execute for and on behalf of the undersigned, in the undersigned’s
capacity as an officer, director and/or owner of more than 10% of any class of
equity security of VeriFone Holdings, Inc. (the “Company”),
Forms 3, 4 and 5 (including amendments thereto) in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations thereunder and a Form ID, Uniform Application for Access Codes
to File on Edgar; |
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(2) |
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do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Forms 3, 4
or 5 or Form ID and timely file such forms (including amendments thereto)
and application with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and |
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(3) |
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take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact’s discretion. |
The undersigned hereby grants to each
such attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact’s
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned’s responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
The undersigned agrees that each such
attorney-in-fact herein may rely entirely on information furnished orally or in
writing by the undersigned to such attorney-in-fact. The undersigned also
agrees to indemnify and hold harmless the Company and each such
attorney-in-fact against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue statements or
omission of necessary facts in the information provided by the undersigned to
such attorney-in fact for purposes of executing, acknowledging, delivering or
filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and
agrees to reimburse the Company and such attorney-in-fact for any legal or
other expenses reasonably incurred in connection with investigating or
defending against any such loss, claim, damage, liability or action.
This Power of Attorney supersedes any
power of attorney previously executed by the undersigned regarding the purposes
outlined in the first paragraph hereof (“Prior Powers of
Attorney”), and the authority of the attorneys-in-fact named in any Prior
Powers of Attorney is hereby revoked.
This Power of Attorney shall remain in
full force and effect until the undersigned is no longer required to file
Forms 3, 4 or 5 with respect to the undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier
(a) revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated as of a
later date.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of this 3rd day of September,
2008.
Signature:/s/
Robert Dykes
Name: Robert Dykes