SECOND AMENDMENT TO EMPLOYMENT AND
This Second Amendment is made on the 22nd day of September 2008, by and between STEPHEN P.
HERBERT ("Herbert"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").
USA and Herbert 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.
NOW, THEREFORE, in consideration of the covenants set forth herein, and intending to be legally
bound hereby, the parties agree as follows:
1. Amendments .
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 Herbert, from and after October 1,
2008, a base salary of $320,000 per year during the Employment Period, subject to any
withholding required by law.
C. 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 Herbert of this Second
Amendment, USA shall issue to Herbert 85,000 shares of Common Stock as a bonus. These
shares shall vest as follows: 28,000 on the date of this Agreement; 28,000 on January 15, 2009;
and 29,000 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. Herb