Exhibit 10.1.1
FIRST AMENDMENT TO EMPLOYMENT AND
NON-COMPETITION AGREEMENT
This First Amendment is made as of the 4th day of February 2004, by and
between XXXXX XXXXXXX ("Xxxxxxx"), and USA TECHNOLOGIES, INC., a Pennsylvania
corporation ("USA").
Background
USA and Hepburn entered into an Employment And Non-Competition
Agreement dated as of January 1, 1993 (the "Agreement"). As more fully set forth
herein, the parties desire to amend the 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:
1. Amendment. Paragraph A of Section 2. Compensation and Benefits of
the Agreement is hereby deleted and the following new paragraph A is hereby
substituted in its place:
A. In consideration of her services
rendered, commencing July 1, 2003, USA shall pay to
Hepburn a base salary of $130,000 per year during the
Employment Period, subject to any withholding
required by law. Hepburn's base salary may be
increased from time to time in the discretion of the
Board of Directors.
2. Modification. Except as otherwise specifically set forth in
Paragraph 1, the Agreement shall not be amended or modified in any respect
whatsoever and shall continue in full force and effect.
3. Capitalized Terms. Except as specifically provided otherwise herein,
all capitalized terms used herein shall have the meanings ascribed to them in
the Agreement.
4. Original Part. The amendments to the Agreement made in Paragraph 1
hereof shall be effective from and after July 1, 2003.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment on the day and year first above written. USA TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx,
President
/s/ Xxxxx Xxxxxxx
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XXXXX XXXXXXX
