0001188112-11-002732 Sample Contracts

SECOND AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment And • September 27th, 2011 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)

This Second Amendment is made on the 27th day of September 2011, by and between STEPHEN P. HERBERT (“Herbert”), and USA TECHNOLOGIES, INC., a Pennsylvania corporation (“USA”).

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JENSEN STOCK AGREEMENT
Jensen Stock Agreement • September 27th, 2011 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

Agreement made this 27th day of September, 2011, by and between GEORGE R. JENSEN, JR., an individual (“Jensen”), and USA TECHNOLOGIES, INC., a Pennsylvania corporation (“USA”).

SIXTH AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment And • September 27th, 2011 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)

This Sixth Amendment is made on the 27th day of September 2011, by and between DAVID M. DeMEDIO (“DeMedio”), and USA TECHNOLOGIES, INC., a Pennsylvania corporation (“USA”).

FIFTH AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment And • September 27th, 2011 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers)

This Fifth Amendment is made as of the 1st day of July 2011, by and between DAVID M. DeMEDIO (“DeMedio”), and USA TECHNOLOGIES, INC., a Pennsylvania corporation (“USA”).

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • September 27th, 2011 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

Jensen is the founder as well as the Chairman and Chief Executive Officer of USA. Jensen and USA had entered into an Amended and Restated Employment And Non-Competition Agreement dated September 24, 2009, and a First Amendment thereto dated as of April 14, 2011. As more fully set forth herein, the parties desire to amend, completely restate, and replace the foregoing agreements effective on the date hereof.

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