(b) Effective October 17, 2019, Stephen P. Herbert resigned as Chief Executive Officer (“CEO”) of USA Technologies, Inc. (the “Company”) and as a member of the Company’s Board of Directors.
(c) The Board of Directors of the Company has appointed Donald W. Layden, Jr., age 61, as the interim CEO of the Company, effective October 17, 2019. Mr. Layden has been a member of the Board of Directors of
the Company since April 2019.
Mr. Layden is a Venture Partner at Baird Venture Partners, which he joined in December 2011. Since October 2009, he has been an of counsel partner of Quarles & Brady LLP, where he practices corporate law.
Mr. Layden served on the Board of Directors of Firstsource Solutions Limited (NSE:FSL), a public company traded on the National Stock Exchange of India from April 2006 until March 2019. Mr. Layden served as an independent director of Online
Resources Corporation (NASDAQ:ORCC) from May 2010 to March 2013, when it was sold to ACI Worldwide, Inc. From November 2009 to November 2011, Mr. Layden served as an adviser of Warburg Pincus LLC in the Technology, Media and
Telecommunications group. From October 2004 to October 2009, Mr. Layden held various positions at Metavante Technologies, Inc. (NYSE:MV), including as President of the International Group, and as Senior Executive Vice President of Corporate
Development and Strategy, Corporate Secretary and General Counsel. Prior to that, he served at NuEdge Systems LLC as Chief Operating Officer from 2000 to 2002 and as President from 2002 until 2004, when it was purchased by Metavante
Technologies, Inc. Prior to that, Mr. Layden held senior management positions with Marshall & Ilsley Corporation (NYSE:MI) from October 1994 until December 1998.
Pursuant to the terms of the employment agreement entered into on October 17, 2019 between the Company and Mr. Layden, Mr. Layden will receive an annual base salary of $700,000 and will be eligible to receive a
cash bonus in the target amount of $300,000 at the conclusion of his engagement. Mr. Layden was also granted fully-vested non-qualified stock options to purchase up to 225,000 shares exercisable at $7.11 per share. During his engagement as
interim CEO, Mr. Layden will not receive any compensation for serving on the Board. The term of Mr. Layden’s employment is contemplated to be for a period of four to six months and until a permanent CEO has been appointed by the Board.
The foregoing summary of the employment agreement does not purport to be complete and is qualified in its entirety by reference to the employment agreement which is filed hereto as Exhibit 10.1 and is
incorporated herein by reference.
There is no arrangement or understanding with any other person pursuant to which Mr. Layden was appointed as the interim CEO, and there are no family relationships between Mr. Layden and any director or
executive officer of the Company. Additionally, there are no transactions involving Mr. Layden that would be required to be reported under Item 404(a) of Regulation S-K.