Item 5.02 Departure of Directors or Certain Officers? Election of Directors?
Appointment of Certain Officers? Compensatory Arrangements of Certain
Officers.
Separation and Transition Agreement with Chief Operating Officer
On January 11, 2021, USA Technologies, Inc. (the "Company") entered into a
separation and transition agreement (the "Separation Agreement") with Jeff Vogt,
the Company's Chief Operating Officer. Pursuant to the Separation Agreement,
Mr. Vogt's last day of employment with the Company will be January 15, 2021, and
subject to his execution of a release of claims against the Company, Mr. Vogt
will receive two weeks of base salary payments and full vesting of the remaining
unvested portion of the stock options and restricted shares granted to him on
November 22, 2019 and December 2, 2019, respectively. All of Mr. Vogt's other
unvested equity awards will be forfeited in connection with his termination of
employment. The Separation Agreement also contains a non-competition covenant
and non-solicitation of clients and employees covenants that are in effect for
one year after the date Mr. Vogt's employment ends. In addition, Mr. Vogt has
agreed to a reciprocal non-disparagement covenant with the Company.
Following the end of Mr. Vogt's employment, he will be engaged as a consultant
through February 13, 2021 in order to more seamlessly transition his duties.
Under the consulting arrangement, he will be expected to provide a full-time
commitment to the Company of 40 hours per week, and he will receive $164 per
hour.
The foregoing summary of the Separation Agreement does not purport to be
complete and is qualified in its entirety by the complete text of the Separation
Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Separation and Transition Agreement, by and between Jeff Vogt
and USA Technologies, Inc., dated as of January 11, 2021.
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