Exhibit
10.27
SECOND AMENDMENT TO EMPLOYMENT
AND
NON-COMPETITION
AGREEMENT
This Second Amendment is made on the 22nd day of
September 2008, by and between GEORGE R. JENSEN, JR. ("Jensen"),
and USA TECHNOLOGIES, INC., a Pennsylvania corporation
("USA").
Background
USA and Jensen entered into an Amended and
Restated Employment And Non-Competition Agreement dated May 11,
2006, and a First Amendment thereto dated March 13, 2007
(collectively, the "Employment Agreement"). As more fully set forth
herein, the parties desire to amend the Employment 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:
A. The
date “June 30, 2009” appearing in the first and second
sentences of subparagraph (a) of Section 1. Employment of
the Agreement is hereby deleted and the date “June 30,
2011” is hereby substituted in its place.
B. The
first sentence of subparagraph (a) of Section 2. Compensation
and Benefits of the Agreement is hereby deleted and the
following sentence substituted in its place:
In
consideration of his services rendered, USA shall pay to Jensen,
from and after October 1, 2008, a base salary of $365,000 per year
during the Employment Period, subject to any withholding required
by law.
C. The
following new subparagraph (g) shall be added to Section 2.
Compensation and Benefits of the Agreement:
(g) On the date
of the execution and delivery by each of USA and Jensen of this
Second Amendment, USA shall issue to Jensen 110,000 shares of
Common Stock as a bonus. These shares shall vest as follows: 36,000
on the date of this Agreement; 37,000 on January 15, 2009; and
37,000 on June 30, 2009. The shares shall be issued pursuant to
U
