exv10w5xby






Exhibit 10.5(b)



NON QUALIFIED STOCK OPTION AGREEMENT

(Grant by Compensation Committee of the Board of Directors)



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 and directors, the Board of Directors of the Company (the “Board”)
adopted and the shareholders of the Company approved the TRM Corporation Omnibus Stock Incentive
Plan (the “Plan”). Pursuant to the Plan, the Board has granted to the Optionee a non qualified
option to purchase shares of the Company’s Common Stock, no par value (the “Stock”), in the amount
indicated below.



     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                      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 a director 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
Compensation Committee of the Board of Directors (the “Committee”) shall not be deemed an
interruption of such continuous service for purposes of the Option.




          (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 a director of the Company or a parent or
subsidiary corporation of the Company for any reason other than because of death or physical
disability preventing the Optionee from performing the Optionee’s regular duties as a director, the
Option may be exercised by the Optionee at any time prior to the expiration date of the Option or
the expiration of three months after the Optionee ceases to serve as a director, 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 a director because of physical disability
preventing the Optionee from performing regular duties, the Option may be exercised by the Optionee
at any time prior to the expiration date of the Option or the expiration of twelve months after the
date the Optionee ceases to serve as a director, whichever is the shorter period, 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 a director, the option may be exercised at any time prior to the
expiration date of the Option or the expiration of twelve months after the date of Optionee’s
death, whichever is the shorter period, 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.




 









 








          (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. 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.




          (f) Except as provided in the final sentence of this subparagraph (f), if the outstanding
shares of Stock are increased or decreased or changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation, by reason of any
reorganization, merger, consolidation, reclassification, stock split-up, combination of shares, or
dividend payable in shares, the Board or the Committee shall make appropriate adjustment in the
number and kind of shares as to which the Option, or portion thereof then unexercised, shall be
exercisable, in order that the Optionee’s proportionate interest shall be maintained as before the
occurrence of such event. Such adjustment in the Option shall be made without change in the total
price applicable to the unexercised portion of the Option and with a corresponding adjustment in
the option price per share. Any such adjustment made by the Board or the Committee shall be
conclusive. In the event of the dissolution or liquidation of the Company or a merger or other
reorganization in which the Company is not the surviving corporation, in lieu of adjusting the
Option as described above, the Committee may, in its sole discretion, provide a 30-day period
immediately prior to such event during which the Optionee shall have the right to exercise the
Option in whole or in part without any limitation on exercisability and upon the expiration of such
30-day period all unexercised options shall immediately terminate; provided, however, that, if the
event occurs less than six months after the date the Option is granted, the exercise of the Option
shall not be accelerated, if such acceleration would cause the grant or the exercise of the Option
to be deemed a purchase subject to Section 16(b) of the Securities Exchange Act of 1934 and the
regulations promulgated thereunder.




     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
provided in the final sentence of paragraph 1(f), the Option shall vest and become fully
exercisable as to the number of shares specified below on each date specified below until the
option is exercisable in full. Under no circumstances may the Option be exercised until six months
after the date of grant.



	 	 	 
	 
	 	Shares Vesting
	Vesting Date
	 	on Such Date
	 
	 	 
	 	 	 
	 	 	 





     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 a director of the Company or interfere in any way with the
right of the Company to remove the Optionee as a director 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.



 









 





     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	 	 	 	Optionee	 	 
	 
	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 

	 	 
	 

	 	President & Chief Executive Officer