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USA TECHNOLOGIES, INC.
RESTRICTED STOCK ISSUANCE AGREEMENT IN LIEU OF
CASH BASE SALARY
Agreement
made on this 28 th day of June, 2006, by and between
GEORGE R. JENSEN, JR., an individual ("JENSEN"), and USA
TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").
BACKGROUND
JENSEN and
USA have entered into an Amended and Restated Employment and
Non-Competition Agreement dated May 11, 2006 ("Employment
Agreement"). Pursuant to Section 2(a) of the Employment Agreement,
JENSEN has elected to have 50% of his base salary for the fiscal
year ending June 30, 2007 paid through the issuance to him of
22,080 shares of USA Common Stock in lieu of cash, as more fully
set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the covenants set forth herein, and
intending to be legally bound hereby, USA and JENSEN agree as
follows:
1.
Issuance of Restricted Stock . Pursuant to Section
2(a) of the Employment Agreement, and subject to the terms hereof,
USA hereby issues to JENSEN 22,080 non-vested shares of USA Common
Stock (the "Non-Vested Shares"). Promptly following the execution
and delivery hereof, USA shall deliver to Lurio & Associates,
P.C., as escrow agent ("Escrow Agent"), four certificates
registered in the name of JENSEN each representing 5,520 shares.
These Non-Vested Shares are not vested and shall be subject to
forfeiture by JENSEN as more fully described in Section 2 below. At
the time of the execution and delivery hereof, JENSEN has delivered
to the Escrow Agent four undated stock powers duly endorsed by
JENSEN.
2. Vesting of Shares .
a.If
JENSEN has continued to be employed by the Company as of the date
set forth in Column "A" below, the number of Non-Vested Shares set
forth in Column "B" below shall on such date become irrevocably and
absolutely vested and no longer subject to forfeiture.
1
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Column "A"
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Column "B"
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Vesting Date
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Shares
Vested
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July 1, 2006
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5,520
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October 1, 2006
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5,520
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January 1, 2007
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5,520
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April 1, 2007
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5,520
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TOTAL
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22,080
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b.Upon the
vesting of any Non-Vested Shares pursuant to subparagraph a, JENSEN
shall deliver written notice to USA and the Escrow Agent within
ninety (90) days following the date of such vesting. If USA shall
not deliver to JENSEN and the Escrow Agent a written objection to
the notice of JENSEN within 10 days following receipt of such
notice, then the Escrow Agent shall deliver the Non-Vested Shares
to JENSEN. If USA shall deliver such written notice of objection,
the Escrow Agent shall not deliver the Non-Vested Shares to JENSEN
but shall hold the Non-Vested Shares pending receipt by the Escrow
Agent of one of the following:(i) the joint written instructions of
JENSEN and USA directing the Escrow Agent to deliver the Non-Vested
Shares in accordance with the instructions set forth therein; or
(ii) a final adjudication of a court directing the distribution of
the Non-Vested Shares.
c.In the
event that JENSEN’s employment with USA terminates prior to
any vesting date for any reason whatsoever (other than for death or
disability), USA shall deliver written notice to JENSEN and the
Escrow Agent within ninety (90) days following the date of such
termination. If JENSEN shall not deliver to USA and the Escrow
Agent a written objection to the notice of USA within 10 days
following receipt of such notice, then the Escrow Agent shall
deliver the Non-Vested Shares and the stock powers to USA. If
JENSEN shall deliver such written notice of objection, the Escrow
Agent shall not deliver the Non-Vested Shares and the stock powers
to USA but shall hold the Non-Vested Shar
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