FIRST AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO EMPLOYMENT AND

NON-COMPETITION AGREEMENT

This First Amendment is made on the 14th day of April 2011, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"), and USA TECHNOLOGIES, INC., a Pennsylvania corporation ("USA").

Background

USA and ▇▇▇▇▇▇▇ entered into an Amended and Restated Employment and Non-Competition Agreement dated September 29, 2009 (the "Employment Agreement"). As more fully set forth herein, the parties desire to amend the Employment 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. Amendments.

A. Subsection A. of SECTION 1. Employment of the Employment Agreement is hereby deleted and the following new Subsection A. substituted in its place:

A. USA shall employ ▇▇▇▇▇▇▇ as President and Chief Operating Officer commencing on the date hereof and continuing through June 30, 2014 (the "Employment Period"), and ▇▇▇▇▇▇▇ hereby accepts such employment. Unless terminated by either party hereto upon at least 90-days notice prior to the end of the original Employment Period ending June 30, 2014, or prior to the end of any one year extension of the Employment Period, the Employment Period shall not be terminated and shall automatically continue in full force and effect for consecutive one year periods.

B. Subsection D. of SECTION 2. Compensation and Benefits of the Employment Agreement is hereby deleted and the following new Subsection D. substituted in its place:

D. On the date of the execution and delivery by each of USA and ▇▇▇▇▇▇▇ of this First Amendment, USA shall issue to ▇▇▇▇▇▇▇ 75,000 shares of Common Stock in recognition of Herbert’s dedicated and valuable service to USA and extending the term of his Employment Agreement. These shares shall be vested 1/3 on signing, 1/3 after one year and 1/3 after two years. The shares shall be issued pursuant to USA’s 2010 Stock Incentive Plan and shall be registered under the Securities Act of 1933, as amended, pursuant to a Form S-8 Registration Statement.

▇▇▇▇▇▇▇ acknowledges that the issuance of the shares will represent taxable income to him and that he (and not USA) shall be responsible for the payment of any and all income or other taxes (including any withholding tax obligations of USA) attributable to the issuance of the shares. Not later than the business day following the date on which the shares are included in the taxable income of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ shall satisfy USA’s withholding tax obligations in connection with such shares by either (a) the delivery by ▇▇▇▇▇▇▇ to USA of a cash payment equal to the amount of the withholding tax obligations, or (b) the assignment and transfer by ▇▇▇▇▇▇▇ to USA of that number of shares of Common Stock (which may consist of the vested shares issued hereunder as a bonus to ▇▇▇▇▇▇▇ or any other shares of Common Stock owned by ▇▇▇▇▇▇▇) having a value equal to the withholding tax obligations required to be withheld by law, or (c) such other payment method that shall be satisfactory to USA.

C. SECTION 4. Termination of the Employment Agreement is hereby deleted and the following new Section 4 substituted in its place:

SECTION 4. Termination. In addition to the notice of non-renewal of the Employment Period referred to in Section 1.A hereof and as provided in Section 12.B, Herbert’s employment with USA may be terminated as follows:

A. Voluntary Termination Without Good Reason. ▇▇▇▇▇▇▇ may voluntarily terminate Herbert’s employment hereunder without Good Reason (as defined below) at any time during the Employment Period effective as of the end of the 90-day period beginning on the date ▇▇▇▇▇▇▇ provides USA with a signed, written notice of Herbert’s termination; provided, in its sole discretion (i) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (ii) during all or any part of the 90-day notice period, USA may retain ▇▇▇▇▇▇▇ as an employee but modify, reduce or eliminate Herbert’s duties hereunder. If ▇▇▇▇▇▇▇ voluntarily terminates Herbert’s employment hereunder without Good Reason, USA will pay to ▇▇▇▇▇▇▇ only (i) Herbert’s annual base salary earned through the date of termination, (ii) all bonuses earned and vested on or before the date of termination, and (iii) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement.

B. Voluntary Termination With Good Reason.

(i) ▇▇▇▇▇▇▇ may voluntarily terminate Herbert’s employment hereunder with Good Reason (as defined below) at any time during the Employment Period, effective as of the end of the 90-day period beginning on the date ▇▇▇▇▇▇▇ provides USA with a signed, written notice of Herbert’s termination; provided, in its sole discretion (A) USA may accept such resignation effective as of an earlier date in lieu of waiting for passage of the 90-day notice period, or (B) during all or any part of the 90-day notice period, USA may retain ▇▇▇▇▇▇▇ as an employee but modify, reduce or eliminate Herbert’s duties hereunder.

(ii) If ▇▇▇▇▇▇▇ voluntarily terminates Herbert’s employment hereunder with Good Reason at any time during the Employment Period, ▇▇▇▇▇▇▇ will be entitled to receive the following compensation and benefits:

(a) On or before the termination of Herbert’s employment, USA shall pay to ▇▇▇▇▇▇▇ a lump sum equal to two years of his base salary at the time of the termination date;

(b) all bonuses earned or vested on or before the date of termination;

(d) any benefits or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and

(e) During the two year period following the date of termination, USA shall arrange at its cost to provide ▇▇▇▇▇▇▇ with health, life and disability benefits substantially similar to those which ▇▇▇▇▇▇▇ is receiving immediately prior to the date of termination. Benefits otherwise receivable by ▇▇▇▇▇▇▇ pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to ▇▇▇▇▇▇▇ without cost during such period following Herbert’s termination of employment (and any such benefits actually received by ▇▇▇▇▇▇▇ shall be reported to USA by ▇▇▇▇▇▇▇).

(iii) For purposes of this Agreement, “Good Reason” means any of the following conditions, which remains uncured after the expiration of 30 days following the delivery of written notice of such condition to USA by ▇▇▇▇▇▇▇, with respect to which ▇▇▇▇▇▇▇ terminates employment within 120 days after the initial existence of the condition: (A) a material breach of the terms of this Agreement by USA; (B) the assignment by USA to ▇▇▇▇▇▇▇ of duties in any way materially inconsistent with Herbert’s authorities, duties, responsibilities, and status, as President of USA, or a material reduction or alteration in the nature or status of Herbert’s authority, duties, or responsibilities; provided, however, that a material reduction or alteration referred to in this subsection (B) shall not include any change or reduction in Herbert’s authorities, duties or responsibilities resulting solely from USA becoming a private company or a subsidiary or division of another company; (C) USA reduces Herbert’s annual base salary; (D) any reduction by USA in the kind or level of employee benefits to which ▇▇▇▇▇▇▇ is entitled immediately prior to such reduction with the result that Herbert’s overall benefit package is significantly reduced unless such failure to continue a plan, policy, practice or arrangement pertains to all plan participants generally; or (E) requiring ▇▇▇▇▇▇▇ to be based at a location in excess of 50 miles from Herbert’s current residence.

(iv) As a condition to ▇▇▇▇▇▇▇ receiving or continuing to receive any of the payments or benefits provided under this subsection B, ▇▇▇▇▇▇▇ shall have executed and delivered to USA (and not revoked) a release of any and all claims, suits, or causes of action against USA and its affiliates in form reasonably acceptable to USA.

C. Termination Without Cause.

(i) USA, in its sole discretion, may terminate Herbert’s employment hereunder without Cause (as defined below), at any time by giving ▇▇▇▇▇▇▇ at least 30 days’ (and not more than 90 days’) prior written notice of USA’s intent to terminate Herbert’s employment as of a specified date; provided, during all or any part of the remaining Employment Period, USA, in its sole discretion, may modify, reduce or eliminate Herbert’s duties hereunder.

(ii) If USA terminates Herbert’s employment hereunder without Cause at any time during the Employment Period, ▇▇▇▇▇▇▇ will be entitled to receive the following compensation and benefits:

(a) On or before the termination of Herbert’s employment, USA shall pay to ▇▇▇▇▇▇▇ a lump sum equal to two years of his base salary at the time of the termination date;

(b) all bonuses earned or vested on or before the date of termination;

(d) any other benefit or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and

D. Termination With Cause.

(i) USA may immediately terminate Herbert’s employment hereunder for Cause (as defined below) at any time during the Employment Period upon delivery of written notice to ▇▇▇▇▇▇▇.

(ii) If USA terminates Herbert’s employment hereunder with Cause at any time during the Employment Period, ▇▇▇▇▇▇▇ will only be entitled to receive the following compensation and benefits:

(a) On or before the termination of Herbert’s employment, USA shall pay ▇▇▇▇▇▇▇ his base salary through the date of termination;

(b) all bonuses earned or vested on or before the date of termination;

(c) any other benefit or compensation provided under the terms of any benefit plan or other provisions of this Agreement; and

(d) During the ninety (90) day period following the date of termination, USA shall arrange at its cost to provide ▇▇▇▇▇▇▇ with health, life and disability benefits substantially similar to those which ▇▇▇▇▇▇▇ is receiving immediately prior to the date of termination. Benefits otherwise receivable by ▇▇▇▇▇▇▇ pursuant to this subsection shall be reduced to the extent comparable benefits are actually received by or made available to ▇▇▇▇▇▇▇ without cost during such period following Herbert’s termination of employment (and any such benefits actually received by ▇▇▇▇▇▇▇ shall be reported to USA by ▇▇▇▇▇▇▇).

(iii) For purposes of this Agreement, “Cause” means any of the following have occurred or exist as determined by the USA Board of Directors (or its designee): (A) Herbert’s fraud, gross malfeasance, or willful misconduct, with respect to USA’s business; (B) any material breach by ▇▇▇▇▇▇▇ of this Agreement, which breach is not cured (if curable) by ▇▇▇▇▇▇▇ within thirty (30) days after written notice of such breach is delivered to ▇▇▇▇▇▇▇ by USA; (C) any willful violation by ▇▇▇▇▇▇▇ of any law, rule or regulation, which violation results or could reasonably be expected to result, in material harm to the business or reputation of USA; (D) conviction of or the entry of a guilty plea or plea of no contest to any felony or to any other crime involving moral turpitude; or (E) any intentional misapplication by ▇▇▇▇▇▇▇ of USA’s funds, or any material act of dishonesty committed by ▇▇▇▇▇▇▇.

E. Termination Due to Death or Disability.

(i) Herbert’s employment with USA will end upon Herbert’s death. Upon Herbert’s death, his designated beneficiary shall be entitled to receive the proceeds of the life insurance policy paid for by USA that is referred to in Section 2.E, and USA will pay to Herbert’s personal representative only (A) Herbert’s annual base salary earned through the date of death, (B) all bonuses earned and vested on or before the date of death, and (C) any benefit or compensation provided under the terms of any benefit plan or other provisions of this Agreement.

(ii) If ▇▇▇▇▇▇▇ becomes disabled during the Employment Period, USA may terminate Herbert’s employment under this Agreement upon giving ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇’▇ legal representative written notice at least 30 days before the termination date. For purposes of this Agreement, and subject to any applicable waiting period, “disabled” means if ▇▇▇▇▇▇▇ is deemed disabled for purposes of the supplemental long-term disability policy obtained and paid for by USA which is referred to Section 2.F. If Herbert’s employment hereunder is terminated due to Herbert’s disability, USA will pay to ▇▇▇▇▇▇▇ or his personal representative only (A) Herbert’s annual base salary earned through the date of termination, (B) all bonuses earned and vested on or before the date of termination, and (C) any benefit or compensation provided under the terms of any benefit plan or other provisions of this Agreement.

F. In addition to any other terms or conditions that survive the termination of Herbert’s employment with USA, all of the terms and conditions of Section 5, 6 and 7 shall survive the termination of Herbert’s employment with USA for any reason whatsoever, including under this Section 4.

G. Except as specifically provided otherwise herein, ▇▇▇▇▇▇▇ shall not be required to mitigate the amount of any payment provided for in this Section 4 by seeking other employment or otherwise, nor shall the amount of such payment be reduced by reason of compensation or other income ▇▇▇▇▇▇▇ receives for services rendered after Herbert’s termination of employment with USA.

H. In the event ▇▇▇▇▇▇▇ is terminated for any reason whatsoever other than for Cause, USA, at its expense, shall provide one year of professional outplacement services which are customary for an executive of Herbert’s stature through and at the facilities of an outplacement firm.

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

3. Effective Time. The amendments to the Employment Agreement made in Paragraph 1 hereof shall be effective from and after the date hereof.

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

	/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

	USA TECHNOLOGIES, INC.


	By:	/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
		▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Chief Executive Officer

FIRST AMENDMENT TO EMPLOYMENT AND NON-COMPETITION AGREEMENT

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