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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 t
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