EXHIBIT 10.21.3
THIRD AMENDMENT TO EMPLOYMENT AND
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NON-COMPETITION AGREEMENT
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This Third Amendment is made the 16th day of January 2002, by and between
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇"), and USA TECHNOLOGIES, INC., a Pennsylvania
corporation ("USA").
Background
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USA and ▇▇▇▇▇▇ entered into an Employment And Non-Competition Agreement
dated November 20, 1997, a First Amendment thereto dated June 17, 1999, and a
Second Amendment thereto dated February 22, 2000 (collectively, the
"Agreement"). As more fully set forth herein, the parties desire to amend the
Agreement in certain respects.
Agreement
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NOW, THEREFORE, in consideration of the covenants set forth herein, and
intending to be legally bound hereby, the parties agree as follows:
1. Amendments.
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A. Subparagraph (d) of Section 2. Compensation and Benefits of the
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Agreement is hereby deleted and the following new subparagraph (d) is hereby
substituted in its place:
(d) As a further incentive to ▇▇▇▇▇▇, USA believes it is in the best
interest of USA to grant to ▇▇▇▇▇▇ seven percent of the issued and
outstanding shares of Common Stock of USA ("Common Stock") in the event
there is a USA Transaction (as defined below), all as more fully described
in Section 4 hereof.
B. The title of Section 4. Eight Percent Rights. of the Agreement
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is hereby deleted and the following new title of Section 4 is hereby substituted
in its place:
SECTION 4. Seven Percent Rights.
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C. The first sentence of Subparagraph A. of Section 4. Eight
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Percent Rights of the Agreement is hereby deleted and the following new first
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sentence of subparagraph A. is hereby substituted in its place:
A. If at any time after the date hereof there shall be a USA
Transaction, USA shall issue to ▇▇▇▇▇▇ that number of shares of Common
Stock as shall when issued to him equal seven percent (7%) of all the then
issued and outstanding shares of Common Stock (the "Rights").
2. Modification. Except as otherwise specifically set forth in Paragraph
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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,
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all capitalized terms used herein shall have the meanings ascribed to them in
the Agreement.
4. Original Part. The amendments to the Agreement made in Paragraph 1
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hereof shall be deemed to have been an original part of the Agreement and to
have been 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.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
