exv10w7xfy



 





Exhibit 10.7(f)




Mr. Daniel E. O’Brien

9 Evans Lane

Cherry Hill, New Jersey 08003



August 12, 2005




     Re: Employment Agreement



Dear Dan,



This Employment Agreement (the “Agreement”) sets forth the terms of employment by and between TRM
Corporation (the “Company”) and Daniel E. O’Brien
(“you”, the “Executive”) as of August 12, 2005 (the
“Effective Date”).




1. Employment Agreement





	 	1.1	 	Employment 






	 	(a)	 	You will hold the position of Chief Financial Officer of the Company and
perform those duties as are generally associated with such position. You will report to
the President & Chief Executive Officer. You also agree to perform such acts and duties
as the President & Chief Executive Officer may reasonably direct, to comply with all
applicable policies and procedures of the Company, and to devote such time, energy and
skill to your assignment as the President & Chief Executive Officer considers
reasonably necessary for the performance of your duties. Your employment hereunder
with the Company shall constitute your exclusive and full time employment and you will
not engage in any other employment activities except where authorized by the President
& Chief Executive Officer. You and the Company understand and agree that circumstances
may arise in which you and the Company may mutually agree to change, in whole or in
part, the scope of your responsibilities and the title of your position.
Notwithstanding anything herein to the contrary, you shall not be precluded from (a)
engaging in charitable activities and community affairs or (b) managing your personal
investments and affairs, provided that such activities do not materially interfere with
the proper performance of your duties and responsibilities under this Agreement or
compete with the business of the Company.





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	 	(b)	 	Your employment with the Company will continue under this Agreement until
terminated by you or the Company as provided in paragraphs 1.5 or 2.1, below.
Notwithstanding the designation of a term for this Agreement, your employment with the
Company will be on an “at will” basis with both you and the Company retaining the right
to terminate the employment relationship at any time and for any reason, without
liability on the part of the Company or any affiliated or related corporation for the
termination, except as expressly provided in this Agreement. Your last day of
employment with the Company is referred to herein as your Separation Date.






	 	1.2	 	Salary. During the first term of this Agreement, you will be paid the
annualized equivalent of $135,000 as base salary, payable in installments on regular
Company paydays. The first term shall end on August 12, 2006. Thereafter, your base
salary shall be set annually by the Compensation Committee of the Board of Directors.
You will also receive use of a Company-leased automobile.






	 	1.3	 	Benefits. You will be given an opportunity to earn incentive
compensation in each calendar year during the term of this Agreement upon the
achievement of performance criteria to be established by the Compensation Committee of
the Board of Directors. You will also be eligible to participate in any benefit plans
or programs generally available to the Company’s management as the Board of Directors
shall from time-to-time approve, which shall include at least four weeks of paid time
off (PTO) per year.






	 	1.4	 	Term. The term of your employment under this Agreement shall commence
on the Effective Date and shall continue for one (1) year from the Effective Date (the
“Initial Term”). Following the Initial Term, this Agreement shall automatically renew
for successive one (1) year periods unless either the Company or you, as the case may
be, provides written notice to the other party at least thirty (30) days prior to the
termination of the initial Term or any renewal period, stating its or his desire to
terminate or modify this Agreement, or terminates the Agreement as provided herein
below.





2. Termination of Agreement





	 	2.1	 	Termination. This Agreement may be terminated as follows:






	 	(a)	 	This Agreement may be terminated by you for any reason upon 30 days’
written notice to the Company, including notice of your intent not to renew the
Agreement as set forth above in Section 1.5.






	 	(b)	 	This Agreement may be terminated by the Company for any reason at any
time with 30 days’ written notice to you, (including notice of its intent not to
renew the Agreement as set forth above in Section 1.5), subject only to the
obligation of the Company, if you are terminated for reasons other than those
specified in paragraph 2.2, to pay severance pay according to the following
formula:





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	 	(i)	 	Six months pay plus an additional one month’s pay for each year
of employment of you by the Company (based on your hire date), up to a maximum
of 12 months pay (the “Salary Continuation Period”), plus (ii) all incentive
compensation earned but unpaid on or prior to the Separation Date, plus (iii)
health insurance for the Salary Continuation Period at the same coverage level
as in effect immediately prior to the Separation Date.
	 
	 	 	 	Severance pay may be paid to you at your option in a lump sum or in regular
payroll period installments.






	 	(c)	 	This Agreement shall automatically terminate in the event of your death
or disability. For purposes of this Agreement, “disability” shall mean inability
to perform the essential functions of your position, with or without reasonable
accommodation, for a period of more than six (6) months in a twelve (12) month
period by reason of physical or mental illness or incapacity as determined by a
physician jointly chosen by the Company and Executive or his legal representative.






	 	(d)	 	Eligibility for severance pay is conditioned upon your execution of a
Release of Claims in a form provided by the Company at the time of termination.






	 	2.2	 	Ineligibility for Severance Pay. With respect to subparagraph 2.1(b),
you will not be eligible for severance pay under this Agreement if:






	 	(a)	 	you voluntarily resign or retire from your employment at any time and
for any reason except because of an involuntary reduction in your base salary;






	 	(b)	 	the Company terminates your employment for cause (as defined in
paragraph 2.3, below) or your employment terminates due to your death or
disability;






	 	(c)	 	you breach the terms of paragraph 3; or






	 	(d)	 	you fail or refuse to sign the Release of Claims form provided by the
Company at the time of termination.






	 	2.3	 	Definition of Cause. For purposes of this Agreement, “cause” for
termination shall be defined as (i) any misappropriation of funds or property of the
Company by you; (ii) the conviction of or plea of guilty or nolo contendere by you of a
felony or of any crime involving moral turpitude; (iii) your engagement in illegal,
immoral or similar conduct tending to place you or the Company, by association with
you, in disrepute; (iv) abuse of alcohol or drugs to an extent that renders you unable
or unfit to perform his duties hereunder; or (v) your gross dereliction of duty.





3. Confidentiality





	 	3.1	 	Preservation and Non-Use of Confidential Information. You acknowledge
that you have a fiduciary duty as an officer and employee of the Company not to




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	 	 	 	discuss Confidential Information obtained during your employment with the Company. For
purposes of this Agreement, “Confidential Information” means any and all confidential or
proprietary information concerning the Company or its affiliates, joint venturers or
other related entities (“The Company Group”), the disclosure of which could disadvantage
The Company Group. Confidential Information shall not include (i) any information which
is in the public domain, (ii) which becomes known in the industry through no wrongful
act on the part of you or (iii) which relates to general knowledge about the industry,
possessed by you by virtue of your prior experience in the Business. Confidential
Information includes trades secrets as defined under the Uniform Trades Secrets Act.
	 
	 	 	 	Except pursuant to your employment by the Company and as directed by the President &
Chief Executive Officer, you agree not to use Confidential Information, during the term
of this Agreement or after its termination for a period of five years, for any personal
or business purpose, either for your own benefit or that of any other person,
corporation, government or other entity.
	 
	 	 	 	You also agree that, except pursuant to your employment by the Company as directed by
the President & Chief Executive Officer, you will not disclose or disseminate any
Confidential Information, directly or indirectly, at any time during the term of this
Agreement or after its termination, to any person, agency, or court unless compelled to
do so pursuant to legal process ( e.g., a summons or subpoena) or otherwise
required by law and then only after providing the Company with prior notice and a copy
of the legal process.






	 	3.2	 	Covenant not to Compete. You also agree that while employed by the
Company, and for a period of six months after the termination of employment, you shall
not compete with the Company, either directly or indirectly, in the geographical areas
where the Company does business, and you shall not perform services for or own an
interest in any business that does so.





4. Return of Property





On or before your Separation Date, except as agreed to by the Company, you will return all
property belonging to The Company, including, but not limited to, all documents, business
machines, computers, computer hardware and software programs, computer data, telephones
(cellular, mobile or otherwise), pagers, keys, card keys, credit cards, company vehicle and
other Company-owned property.



5. Right To Consult with Attorney





You have the right to consult with an attorney or financial advisor at your own expense
regarding this Agreement.



6. Dispute Resolution





You agree that any dispute (1) concerning the interpretation or construction of this
Agreement, (2) arising from your employment with or termination of employment from



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the Company, (3) relating to any compensation or benefits you may claim, or (4) relating in
any way to any claim by you for reinstatement or reemployment by the Company after execution
of this Agreement shall be submitted to final and binding confidential arbitration. Except
as specifically provided herein, the arbitration shall be governed by the rules of the
American Arbitration Association or such other rules as agreed to by the parties. Each
party shall be responsible for its or his own costs and attorneys’ fees relating to
mediation and arbitration. Both parties agree that the procedures outlined in this
paragraph are the exclusive methods of dispute resolution.



7. Entire Agreement





This Agreement contains the entire agreement between you and the Company concerning the
subject matters discussed herein and supersedes any other discussions, agreements,
representations or warranties of any kind. Any modification of this Agreement shall be
effective only if in writing and signed by each party or its duly authorized representative.
This Agreement supersedes all prior employment agreements between you and the Company or
any corporation affiliated with or related to the Company. The terms of this Agreement are
contractual and not mere recitals. If for any reason any provision of this Agreement shall
be held invalid in whole or in part, such invalidity shall not affect the remainder of this
Agreement.




This Agreement shall be construed in accordance with the laws of the state of Oregon
(without regard to the conflicts of laws provisions thereof).


In order to reflect your voluntary acceptance and agreement with these terms, please sign and
return the enclosed copy of this letter.




	 	 	 	 	 
	 	Sincerely,

TRM CORPORATION

 	 
	 	By:  	/s/ Kenneth L. Tepper
 	 
	 	 	Kenneth L. Tepper 	 
	 	 	President & CEO 	 
	 


ACKNOWLEDGMENT AND AGREEMENT:

I have read this Agreement and voluntarily enter into this Agreement after careful consideration
and the opportunity to review it with financial or legal counsel of my choice.




	 	 	 	 	 
	 	 	 
	 	     /s/ Daniel E. O’Brien
 	 
	 	Daniel E. O’Brien 	 
	 	Executive 	 
	 




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