SETTLEMENT AGREEMENT AND
MUTUAL RELEASE
KNOW ALL MEN BY THESE PRESENTS that Erika
Bender (hereinafter “Bender”) and USA Technologies,
Inc., a Pennsylvania Corporation (hereinafter “USAT”),
desire to amicably and fully and finally to settle all matters
between them and hereby agree as follows:
1. For and in consideration of the total
gross sum of Thirty-Six Thousand Dollars ($36,000.00), payable with
$18,000 in cash and $18,000 in USAT restricted stock, Bender does
hereby remise, release and forever discharge USAT and Stitch
Networks Corporation, a Delaware Corporation, and their past,
present and future successors, assigns, trustees, officers,
directors, employees, insurers, attorneys and agents (hereafter the
“Released Parties”), of and from all actions, causes of
action, demands, or claims of any kind, whether in law or in
equity, direct or indirect, known or unknown which Bender ever had
or now has against the Released Parties. This Release specifically
includes, but is not limited to:
a. all claims that were asserted by Bender,
or could have been asserted by Bender, in the court action filed by
her in the Court of Common Pleas of Chester County, Pennsylvania,
No. 04-08644(hereinafter the “court
action”);
b. any and all claims related in any way to
Bender’s employment with USAT and for the termination of
Bender’s employment with USAT;
c. any and all rights, interests, and
claims under USAT’s policies, procedures, manuals and
handbooks;
d. any and all claims for wages and
benefits (including without limitation salary, commissions,
vacation pay, severance pay, expenses, incentive pay, disability
pay, pay differential, pay continuation, health and welfare
benefits and bonuses);
e. any and all claims under the
Pennsylvania Wage Payment and Collection Law, the Pennsylvania Wage
and Hour Law and the U.S. Fair Labor Standards Act;
f. any and all claims for alleged
discrimination or harassment on the basis of age, race, religion,
sex, national origin, color, creed, citizenship, sexual orientation
and/or disability, in violation of any federal, state or local
statute,
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ordinance, judicial precedent or executive
order, including but not limited to claims under The Age
Discrimination in Employment Act, as amended, 29 U.S.C. § 621
et. seq . the Older Workers Benefit Protection Act; Title
VII of the U.S. Civil Rights Act of 1964; the U.S. Civil Rights Act
of 1991; the U.S. Americans with Disabilities Act; the Pennsylvania
Human Relations Act; and any claims for retaliation
thereunder;
g. any and all claims under any federal or
state statute relating to Bender’s benefits or pensions,
including, but not limited to, claims under the Employee Retirement
Income Security Act of 1974 (“ERISA”);
h. any claims under the Family and Medical
Leave Act of 1993 and/or any other similar state or local
laws;
i. any claims under the Worker Adjustment
and Retraining Notification Act and/or any other similar state or
local laws;
j. any and all claims for breach of
contract;
k. any and all claims in tort;
l. any and all claims for equitable relief,
including reinstatement, accounting or injunctive
relief;
m. any and all claims for any type of
damages, including but not limited to back pay, front pay,
compensatory damages and punitive damages; and
n. any and all claims for attorney’s
fees and costs.
2. Notwithstanding the other terms of this
Release, Bender does not remit, release or discharge any rights or
claims to the shares of USAT stock previously issued to Bender
prior to the signing of this Release. Likewise, Bender does not
remit, release or discharge her rights under the stock option
certificate granted to Bender by USAT dated May 14, 2002. Bender
may exercise the options so granted by that certificate pursuant to
the terms and conditions of such certificate. It is specifically
agreed that such terms and provisions survive this Settlement
Agreement and Release. Bender does release the Released Parties for
any and all claims relating to the granting of those stock options,
her previous purchase of USAT stock and any and all claims relating
to the purchase of USAT stock pursuant to those stock
options.
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3. Bender understands that the
$36,000 settlement will be payable as follows: (a) cash payment to
Bender in the amount of $18,000 upon execution and delivery to
USAT’s counsel of this Settlement Agreement and Release; and
(b) the delivery to Bender of shares of restricted USAT common
stock having a value of $18,000 within five (5) business days of
the execution and delivery to USAT’s counsel of this
Settlement Agreement and Release. The shares will be valued based
upon the average closing bid price of the USAT Common Stock for the
thirty (30) trading days immediately preceding the date of the
delivery by Bender of this executed Se
