THIRD AMENDMENT TO EMPLOYMENT AND
NON-COMPETITION AGREEMENT
This Third Amendment is made as of the 25th day of July 2003, by and
between XXXXXXX X. XXXXXXX ("Xxxxxxx"), and USA TECHNOLOGIES, INC., a
Pennsylvania corporation ("USA").
Background
USA and Xxxxxxx entered into an Employment And Non-Competition
Agreement dated April 4, 1996, a First Amendment thereto dated as of February
22, 2000, and a Second Amendment thereto dated April 15, 2002 (collectively, the
"Agreement"). As more fully set forth herein, the parties desire to amend the
Agreement in certain respects.
Agreement
NOW, THEREFORE, in consideration of the covenants set forth herein, and
intending to be legally bound hereby, the parties agree as follows:
1. Amendments.
A. Subparagraph (a) of Section 1. Employment of the Agreement is hereby
deleted and the following new subparagraph (a) is hereby substituted in its
place:
(a) USA shall employ Xxxxxxx as President and Chief Operating
Officer commencing on the date hereof and continuing through
June 30, 2005 (the "Employment Period") and Xxxxxxx hereby
accepts such employment. Unless terminated by either party
hereto upon at least 60-days notice prior to end of the
original Employment Period ending June 30, 2005, or prior to
the end of any one year extension of the Employment Period,
the Employment Period shall not be terminated and shall
automatically continue in full force and effect for
consecutive one year periods.
If during the Employment Period, Xxxxxxx shall be required to
take a role which is substantively different than that
contemplated by this Agreement, or if during the Employment
Period a USA Transaction (as such term is defined in the
Employment Agreement of Xxxxxx X. Xxxxxx, Xx.) shall occur,
then Xxxxxxx may upon thirty days prior notice to the Company,
terminate the Employment Period. Upon such termination by
Xxxxxxx, neither party shall have any further duties or
obligations hereunder, provided, however, that Herbert's
obligations under Sections 5 and 6 hereof shall survive any
such termination.
2. Modification. Except as otherwise specifically set forth in
Paragraph 1, the Agreement shall not be amended or modified in any respect
whatsoever and shall continue in full force and effect.
3. Capitalized Terms. Except as specifically provided otherwise herein,
all capitalized terms used herein shall have the meanings ascribed to them in
the Agreement.
4. Effective Time. The amendments to the Agreement made in Paragraph 1
hereof shall be effective from and after the date of the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment on the day and year first above written.
USA TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxx, Xx.,
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
