Exhibit
10.29
THIRD AMENDMENT TO EMPLOYMENT
AND
NON-COMPETITION
AGREEMENT
This Third Amendment is made on the 22nd day of
September 2008, by and between DAVID M. DeMEDIO (“DeMedio"),
and USA TECHNOLOGIES, INC., a Pennsylvania corporation
("USA").
Background
USA and DeMedio entered into an Employment And
Non-Competition Agreement dated April 12, 2005, a First Amendment
thereto dated May 11, 2006, and a Second 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
following new subparagraph (f) shall be added to Section 2.
Compensation and Benefits of the Agreement:
(f) On the date
of the execution and delivery by each of USA and DeMedio of this
Third Amendment, USA shall issue to DeMedio 25,000 shares of Common
Stock as a bonus. These shares shall vest as follows: 8,000 on the
date of this Agreement; 8,000 on January 15, 2009; and 9,000 on
June 30, 2009. The shares shall be issued pursuant to USA’s
2008 Stock Incentive Plan and shall be registered under the
Securities Act of 1933, as amended, pursuant to a Form S-8
Registration Statement. DeMedio acknowledges that the vesting of
the shares will represent taxable income to him and that he (and
not USA) shall be responsible for the payment of any and all income
or other taxes (including any withholding tax obligations of USA)
attributable to the
