(e) Restricted Stock Unit Award Agreement

On May 29, 2020, the Company entered into a Restricted Stock Unit Award Agreement (the “RSU Agreement”) with Anant Agrawal, the Company’s Executive Vice President of Corporate Development. to the RSU Agreement, the Company granted 16,260 restricted stock units (“RSUs”) to Mr. Agrawal under the Company’s 2018 Equity Incentive Plan (as amended), which shall vest in full on December 31, 2020 (the “Vesting Date”), subject to Mr. Agrawal’s continued service through the Vesting Date; provided that if Mr. Agrawal’s service is terminated by the Company without “cause” (as defined in Mr. Agrawal’s employment agreement), or by Mr. Agrawal for “good reason” (as defined in Mr. Agrawal’s employment agreement), then any then-unvested RSUs shall immediately vest and the Vesting Date shall be accelerated to the date of such termination.

This summary description of the RSU Agreement does not purport to be complete and is qualified in its entirety by the RSU Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2020, the shareholders of the Company approved Articles of Amendment (the “Articles of Amendment”) to the Amended and Restated Articles of Incorporation to opt out of Subchapter E and Subchapter F of Chapter 25 of the Pennsylvania Business Corporation Law. On May 29, 2020, the Company filed the Articles of Amendment with the Pennsylvania Department of State. The Articles of Amendment added a new Article 7 to the Company’s Amended and Restated Articles of Incorporation to reflect such opt-outs. The Articles of Amendment were effective on May 29, 2020.

A copy of the Articles of Incorporation, as amended through May 29, 2020, is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

USA TECHNOLOGIES INC Exhibit
EX-3.1 2 us55038679-ex3_1.htm AMENDED AND RESTATED ARTICLES OF INCORPORATION EXHIBIT 3.1 USA TECHNOLOGIES,…
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About USA TECHNOLOGIES, INC. (NASDAQ:USAT)

USA Technologies, Inc. provides technology-enabled solutions and value-added services that facilitate electronic payment transactions within the unattended point of sale (POS) market. The Company is a provider in the small ticket, beverage and food vending industry and is also engaged in offering solutions and services to other unattended market segments, such as amusement, commercial laundry, kiosk and others. It has designed and marketed systems and solutions that facilitate electronic payment options, as well as telemetry and machine-to-machine (M2M) services, which include the ability to remotely monitor, control and report on the results of distributed assets containing its electronic payment solutions. The Company derives its revenues from license and transaction fees resulting from connections to, as well as services provided by, its ePort Connect service.