USA Technologies Inc – ‘SB-2’ on 8/2/96 – EX-10

As of:  Friday, 8/2/96   ·   Accession #:  950116-96-711   ·   File #:  333-09465

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        88    373K 
                          Issuer                                                 
 2: EX-3        Exhibit 3.1.6                                          3     14K 
 3: EX-4        Exhibit 4.1                                           25     60K 
 4: EX-4        Exhibit 4.2                                            4     20K 
 5: EX-5        Exhibit 5.1                                            2±    12K 
 6: EX-10       Exhibit 10.1.2                                         2     12K 
11: EX-10       Exhibit 10.14.2                                        3     12K 
12: EX-10       Exhibit 10.15.1                                        3     16K 
13: EX-10       Exhibit 10.18.1                                        6     29K 
 7: EX-10       Exhibit 10.2.1                                         2     12K 
15: EX-10       Exhibit 10.28                                         10     26K 
16: EX-10       Exhibit 10.29                                          7     31K 
 8: EX-10       Exhibit 10.3.1                                         2     12K 
17: EX-10       Exhibit 10.30                                         10     27K 
18: EX-10       Exhibit 10.31                                          7     31K 
19: EX-10       Exhibit 10.32                                          2     16K 
20: EX-10       Exhibit 10.33                                          2     13K 
 9: EX-10       Exhibit 10.6.1                                         6     30K 
10: EX-10       Exhibit 10.7.1                                         6     30K 
14: EX-10.26    Remarketing Agreement                                  9     51K 
21: EX-23       Exhibit 23.1                                           1      8K 

EX-10   —   Exhibit 10.15.1
Exhibit Table of Contents

EX-10
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                                                                 Exhibit 10.15.1

FIRST AMENDMENT TO
EMPLOYMENT AND NON-COMPETITION

 AGREEMENT

        This First Amendment is made as of this 20th day of March 1996, by and
between HAVEN BROCK KOLLS, JR. ("Kolls"), and USA TECHNOLOGIES, INC., a         
Pennsylvania corporation ("USA").                                               

Background

        USA and Kolls entered into an Employment And Non-Competition Agreement
dated as of May 1, 1994 (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. Section 1.A of the Agreement is hereby deleted and the
following new subparagraph substituted in its place:                            

                       A. USA shall employ Kolls for a three year period
              commencing on May 1, 1994 and continuing through April 30,
                1997 (the "Employment Period") and Kolls hereby accepts such
                employment. Unless terminated by either party hereto upon at
          least 30- days notice prior to the end of the original
                Employment Period ending April 30, 1997, or prior to the end
           of any one year extension of the Employment Period, the
                Employment Period shall not be terminated and shall continue
              in full force and effect for consecutive one year periods.

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                2. Amendment. Section 2.A of the Agreement is hereby deleted
and the following new subparagraph is substituted in its place:                 

                       A. In consideration of his services rendered, USA
               shall pay to Kolls a base salary of $65,000 per year during
              the first six months of the Employment Period (i.e., until
                  November 1, 1994), subject to any withholding required by law;
               provided however, that on and after November 1, 1994, Kolls
               shall receive a base salary of $75,000 per year, and on and
           after May 1, 1995, Kolls shall receive a base salary of
                $85,000 per year, and on and after July 1, 1996, Kolls shall
receive a base salary of $90,000 per year.  

                  3. Amendment. The following new Section 2.E is hereby added to
the Agreement:                                                                  

           E. Options. In addition to the options to acquire up to
                 200,000 shares of Common Stock, no par value, of USA ("Common
                Stock") which have already been issued to Kolls by USA prior
               to the date of this First Amendment (i.e., March 20, 1996),
                  USA is issuing to Kolls options to acquire up to an additional
               50,000 shares of Common Stock for an exercise price of $.65
                  per share. The vesting schedule of such options as well as all
               the other terms and conditions thereof are set forth in the
             Option Certificate evidencing such options which is being
                issued to Kolls at the time of the execution and delivery of
                this First Amendment. The form of such Option Certificate is
                attached hereto as Exhibit "A". Kolls acknowledges that such
           options are not incentive stock options as such term is
                defined in Section 422 of the Internal Revenue Code of 1986,
         as amended, and such options, if and when vested, may
        constitute taxable compensation to Kolls. Kolls also
              acknowledges that neither the options nor the Common Stock
         underlying the options have been registered under the
                Securities Act of 1933, as amended (the "Act"), or under any
                 state securities laws, and neither the options nor the Common
                  Stock underlying the options can be sold or transferred unless
               such options or Common Stock have been registered under the
                 Act or such state securities laws, or unless USA has received
                 an opinion of counsel that such registration is not required.

                  4. Modification. Except as otherwise specifically set forth in
Paragraphs 1, 2 and 3 above, the Agreement shall not be amended or modified in  
any respect whatsoever and shall continue in full force and effect.             

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         5. Capitalized Terms. Except as specifically provided
otherwise herein, all capitalized terms used herein shall have the meanings     
ascribed to them in the Agreement.                                              

             6. Original Part. The amendments to the Agreement made in
Paragraphs 1, 2 and 3 hereof shall be deemed to have been an original part of   
the Agreement and to have been effective from and after such date.              

             IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment as of the day and year first above written.                     

          USA TECHNOLOGIES, INC.

                 By: /s/ George R. Jensen, Jr.
                       -----------------------------
                   George R. Jensen, Jr.
                     Chief Executive Officer

                      /s/ Haven Brock Kolls, Jr.
                       -----------------------------
                    HAVEN BROCK KOLLS, JR.

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		4/30/97		1					None on these Dates
Filed on:		8/2/96
		7/1/96		2
		3/20/96		2
		5/1/95		2
		11/1/94		2
		5/1/94		1
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