Exhibit 10.9.4
FOURTH AMENDMENT TO EMPLOYMENT AND
NON-COMPETITION AND AGREEMENT
This Fourth Amendment is made on the 4th day of February 2004, 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, a Second Amendment thereto dated April 15, 2002 and a Third Amendment
dated as of July 25, 2003 (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. Amendment. Subparagraph (a) of Section 2. Compensation and Benefits
of the Agreement is hereby deleted and the following new subparagraph (a) is
hereby substituted in its place:
A. In consideration of his services rendered, commencing
January 1, 2004, USA shall pay to Xxxxxxx a base salary of
$230,000 per year during the Employment Period, subject to any
withholding required by law. Herbert's base salary may be
increased from time to time in the discretion of the Board of
Directors.
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 January 1, 2004. IN WITNESS WHEREOF,
the parties hereto have executed this Fourth Amendment on the day and year first
above written.
USA TECHNOLOGIES, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------
Xxxxxx X. Xxxxxx, Xx.,
Chief Executive Officer
/s/ Xxxxxxx X. Xxxxxxx
-------------------------
XXXXXXX X. XXXXXXX
