0001188112-11-003409 Sample Contracts

EMPLOYMENT AND NON-COMPETITION AGREEMENT
Employment and Non-Competition Agreement • December 5th, 2011 • Usa Technologies Inc • Calculating & accounting machines (no electronic computers) • Pennsylvania

Herbert was appointed as the interim Chairman and Chief Executive Officer of USA on October 5, 2011, and has been the President and Chief Operating Officer of USA since 1996. Herbert and USA had entered into an Amended and Restated Employment and Non-Competition Agreement dated September 29, 2009, a First Amendment thereto dated April 14, 2011, and a Second Amendment thereto dated September 27, 2011. As more fully set forth herein, the parties desire to amend, completely restate, and replace the foregoing agreements effective as of the date hereof.

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