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Exhibit 10.2(a)




TRM INCENTIVE STOCK OPTION AGREEMENT




	 	 	 	 	 
	EFFECTIVE DATE:

	 	                                        	 	 
	 
	 	 	 	 
	BETWEEN:

	 	TRM Corporation an Oregon corporation
	 	the “Company”
	 
	 	 	 	 
	AND:

	 	                                                            
	 	the “Optionee”






          To attract and retain able, experienced, and trained people and to provide additional
incentive to key employees, the Board of Directors of the Company (the “Board”) adopted and the
shareholders of the Company approved the Company’s Omnibus Stock Incentive Plan (the “Plan”). This
Non Qualified Stock Option is granted under the terms of, and is in all regards subject to, the
Plan. Capitalized terms used herein shall, unless otherwise required by the context, have the
meaning ascribed to such terms in the Plan.



          By action of the Committee, and subject to the terms of the Plan, the Optionee has been
granted this Incentive Stock Option, which constitutes an option to purchase shares of the
Company’s Common Stock, no par value (the “Stock”), in the amount indicated below, and which is
intended to constitute an “incentive stock option” as that term is used for purposes of Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”).



          NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this
Agreement, the parties agree as follows:



     1. Grant. The Company grants to the Optionee upon the terms and conditions set forth
below, the right and option (the “Option”), subject to the vesting schedule set forth in paragraph
3, to purchase any part of an aggregate of ___shares of the Company’s authorized but
unissued Stock at a purchase price of $  per share, this price being the fair market value
of the shares as determined pursuant to the Plan on the date of the grant of this Option. The
Option is given upon the following terms and conditions:



          (a) Subject to reduction in the Option term as provided in subparagraphs (b), (d) and (f)
below, the Option granted shall continue in effect until five years from the date hereof. Subject
to the vesting schedule set forth in paragraph 3, the Option may be exercised at any time and from
time to time over the term of the Option.



          (b) Except as provided in subparagraph (d) hereof, the Option shall not be exercised unless at
the time of such exercise the Optionee is serving as an employee of the Company or a parent or
subsidiary corporation of the Company and shall have so served continuously since the date the
Option was granted. Absence on leave or on account of illness under rules established by the
Committee shall not be deemed an interruption of such continuous employment for purposes of the
Option.



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          (c) The Option shall not be assignable or transferable by the Optionee except by will or by
the laws of descent and distribution of the state or country of the Optionee’s domicile at the time
of death. The option shall be exercisable during the Optionee’s lifetime only by the Optionee.



          (d) In the event the Optionee ceases to serve as an employee of the Company or a parent or
subsidiary corporation of the Company for any reason other than as specifically provided herein,
the Option may be exercised by the Optionee at any time prior to the expiration date of the Option
or the three month anniversary of the date the Optionee’s employment with the Company terminates,
whichever is the shorter period, but only to the extent that the Optionee was entitled to exercise
the Option on the date of termination. If the Optionee ceases to serve as an employee because of
his or her permanent and total disability (within the meaning of Section 22(e)(3) of the Code), the
Option may be exercised by the Optionee at any time prior to the expiration date of the Option or
the one year anniversary of the date the Optionee’s employment terminates by reason of such
disability1, whichever occurs first, but only to the extent the Optionee was entitled to
exercise the Option on the date of termination. If the Optionee dies while serving as an employee,
the option may be exercised at any time prior to the expiration date of the Option or the third
anniversary of the Optionee’s death, whichever occurs first, but only to the extent the Optionee
was entitled to exercise the Option on the date of death, and only by the persons to whom such
Optionee’s rights under the Option pass by the Optionee’s will or by the laws of descent and
distribution of the state or country of the Optionee’s domicile at the time of death. To the
extent that the Option is not exercised within the limited period provided above, all further
rights to purchase shares pursuant to the Option shall end at the expiration of such period. In
the event the Optionee’s employment is terminated for “cause,” as determined by the Committee, the
Option shall expire immediately.



          (e) Shares may be purchased pursuant to the Option only upon receipt by the Company of written
notice from the Optionee of the Optionee’s desire to purchase, specifying the number of shares the
Optionee desires to purchase and the date on which the Optionee desires to complete the purchase
which shall not be more than 30 days after receipt of notice. If required to comply with any
applicable federal or state securities laws, the notice also shall contain a representation that it
is the Optionee’s intention to acquire the shares for investment and not for resale. On or before
the date specified for completion of the purchase of the shares, the Optionee shall pay the Company
the full purchase price of the shares in cash or check or, in whole or in part, in Common Stock of
the Company valued at fair market value as described in the Plan. No shares shall be issued until
full payment has been made, and the Optionee shall have none of the rights of a shareholder until
shares are issued. Upon notification of the amount due and prior to or concurrently with delivery
of the certificate representing the shares, the Optionee shall pay to the Company any amounts
necessary to satisfy applicable federal, state, and local withholding tax requirements.





 




			
	1	 	NOTE: The expiration of the option after one
year following termination of employment because of disability is different
here from the provisions in the Non Qualified Stock Option due to the tax rules
that apply to Incentive Stock Options.




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          (f) In general, In the event of changes to the outstanding shares of Common Stock of the
Company through reorganization, merger, consolidation, recapitalization, reclassification, stock
splits, stock dividend, stock consolidation or otherwise, or in the event of a sale of all or
substantially all of the assets of the Company, an appropriate and proportionate adjustment shall
be made regarding number or kind of shares and/or the purchase price per share of any unexercised
portion of the Option shall be made by the Committee consistent with the terms of the Plan, or may
take any other action permitted under the Plan in such circumstances.



     2. Conditions. The obligations of the Company under this Agreement shall be subject
to the approval of such state or federal authorities or agencies as may have jurisdiction in the
matter. The Company will use its best efforts to take such steps as may be required by state or
federal law or applicable regulations, including rules and regulations of the Securities and
Exchange Commission and any stock exchange on which the Company’s shares may then be listed, in
connection with the issuance or sale of any shares acquired pursuant to this Agreement or the
listing of such shares on any such exchange. The Company shall not be obligated to issue or
deliver shares under this Agreement if, upon advice of its legal counsel, such issuance or delivery
would violate state or federal securities laws.



     3. Vesting Schedule. The Option shall initially not be exercisable. Except as may
otherwise be provided under the Plan, the Option shall vest and become exercisable as indicated in
the schedule set forth below:



	 	 	 
	Vesting Date
	 	Percent Vested
	 
	 






     4. Legends. Certificates representing the shares subject to this Agreement shall bear
such legends as the Company shall deem appropriate to reflect any restrictions on transfer imposed
by federal or applicable state securities laws.



     5. Employment. Nothing in the Plan or in this Agreement shall confer upon the
Optionee any right to be continued as an employee of the Company or interfere in any way with the
right of the Company to remove the Optionee as an employee at any time for any cause.



     6. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of any successor of the Company, but except as provided above, the Option granted shall not
be assigned or otherwise disposed of by the Optionee.



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     7. The Plan. The Option is subject to the terms and conditions of the Plan. In the
event of a conflict between the Plan and this Agreement, the terms of the Plan shall control.



TRM Corporation




	 	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Kenneth L. Tepper	 	 	 	 	 	 
	 

	 	President & CEO
	 	Address:	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Social Security No.:	 	 
	 

	 	 	 	 	 	 	 	 






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