X0202 4 2006-03-22 0 0001312073 VeriFone Holdings, Inc. PAY 0001323037 Waller Elmore C/O VERIFONE HOLDINGS, INC. 2099 GATEWAY PLACE, SUITE 600 SAN JOSE CA 95110 0 1 0 0 Exec VP, Integrated Solutions Stock Option (right to buy) 28.86 2006-03-22 4 A 0 40000 0 A 2013-03-22 Common Stock, par value $0.01 per share 40000 40000 D Restricted Stock Units 0 2006-03-22 4 A 0 10000 0 A Common Stock, par value $0.01 per share 10000 10000 D 25% of this stock option vests on March 22, 2007. An additional 6.25% of this stock option vests at the end of each subsequent three month period such that this stock option is fully vested on March 22, 2010. 1-for-1 conversion. 25% of these restricted stock units vest on March 22, 2007. An additional 6.25% of these restricted stock units vest at the end of each subsequent three month period such that these restricted stock units are fully vested on March 22, 2010. Vested shares will be delivered to the reporting person reasonably promptly after each vesting date. /s/ Janelle Del Rosso, by Power of Attorney 2006-05-01