**Exhibit 10.2(b)****TRM NON QUALIFIED 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 additionalincentive to key employees, the Board of Directors of the Company (the “Board”) adopted and theshareholders of the Company approved the Company’s Omnibus Stock Incentive Plan (the “Plan”). ThisNon Qualified Stock Option is granted under the terms of, and is in all regards subject to, thePlan. Capitalized terms used herein shall, unless otherwise required by the context, have themeaning ascribed to such terms in the Plan.          By action of the Committee, and subject to the terms of the Plan, the Optionee has beengranted this Non Qualified Stock Option, which constitutes an option to purchase shares of theCompany’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 thisAgreement, the parties agree as follows:     1. Grant. The Company grants to the Optionee upon the terms and conditions set forthbelow, the right and option (the “Option”), subject to the vesting schedule set forth in paragraph3, to purchase any part of an aggregate of ___shares of the Company’s authorized butunissued Stock at a purchase price of $  per share, this price being the fair market valueof the shares as determined pursuant to the Plan on the date of the grant of this Option. TheOption 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 years1 from the datehereof. Subject to the vesting schedule set forth in paragraph 3, the Option may be exercised atany 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 atthe time of such exercise the Optionee is serving as an employee of the Company or a parent orsubsidiary corporation of the Company and shall have so served 1 The Plan permits option grants that maycontinue for up to ten years.
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continuously since the date the Option was granted. Absence on leave or on account of illnessunder rules established by the Committee2 shall not be deemed an interruption of suchcontinuous service for purposes of the Option.          (c) The Option shall not be assignable or transferable by the Optionee except by will or bythe laws of descent and distribution of the state or country of the Optionee’s domicile at the timeof 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 orsubsidiary 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 Optionor the three month anniversary of the date the Optionee’s employment or service with the Companyterminates, whichever is the shorter period, but only to the extent that the Optionee was entitledto exercise the Option on the date of termination. If the Optionee ceases to serve as an employeebecause of physical disability preventing the Optionee from performing regular duties, the Optionmay be exercised by the Optionee at any time prior to the expiration date of the Option, but onlyto the extent the Optionee was entitled to exercise the Option on the date of termination. If theOptionee dies while serving as an employee, the option may be exercised at any time prior to theexpiration date of the Option or the third anniversary of the Optionee’s death, whichever occursfirst, but only to the extent the Optionee was entitled to exercise the Option on the date ofdeath, and only by the persons to whom such Optionee’s rights under the Option pass by theOptionee’s will or by the laws of descent and distribution of the state or country of theOptionee’s domicile at the time of death. To the extent that the Option is not exercised withinthe limited period provided above, all further rights to purchase shares pursuant to the Optionshall end at the expiration of such period. In the event the Optionee’s employment is terminatedfor “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 writtennotice from the Optionee of the Optionee’s desire to purchase, specifying the number of shares theOptionee desires to purchase and the date on which the Optionee desires to complete the purchasewhich shall not be more than 30 days after receipt of notice. If required to comply with anyapplicable federal or state securities laws, the notice also shall contain a representation that itis the Optionee’s intention to acquire the shares for investment and not for resale. On or beforethe date specified for completion of the purchase of the shares, the Optionee shall pay the Companythe full purchase price of the shares in cash or check or, in whole or in part, in Common Stock ofthe Company valued at fair market value as described in the Plan. No shares shall be issued untilfull payment has been made, and the Optionee shall have none of the rights of a shareholder untilshares are issued. Upon notification of the amount due and prior to 2 The identity of the Committee may varydepending on who is the Optionee. The term “Committee” as defined in the Planmeans one or more committees that may be established by the Board of Directorsto administer the Plan (generally will be the Compensation Committee, but forgrants to non-officers, a different committee may be used, which may permitgreater flexibility in the implementation of the Plan.
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or concurrently with deliveryof the certificate representing the shares, the Optionee shall pay tothe Company any amounts necessary to satisfy applicable federal, state, and local withholding taxrequirements.          (f) In general, In the event of changes to the outstanding shares of Common Stock of theCompany through reorganization, merger, consolidation, recapitalization, reclassification, stocksplits, stock dividend, stock consolidation or otherwise, or in the event of a sale of all orsubstantially all of the assets of the Company, an appropriate and proportionate adjustment shallbe made regarding number or kind of shares and/or the purchase price per share of any unexercisedportion of the Option shall be made by the Committee consistent with the terms of the Plan, or maytake any other action permitted under the Plan in such circumstances.     2. Conditions. The obligations of the Company under this Agreement shall be subjectto the approval of such state or federal authorities or agencies as may have jurisdiction in thematter. The Company will use its best efforts to take such steps as may be required by state orfederal law or applicable regulations, including rules and regulations of the Securities andExchange Commission and any stock exchange on which the Company’s shares may then be listed, inconnection with the issuance or sale of any shares acquired pursuant to this Agreement or thelisting of such shares on any such exchange. The Company shall not be obligated to issue ordeliver shares under this Agreement if, upon advice of its legal counsel, such issuance or deliverywould violate state or federal securities laws.     3. Vesting Schedule. The Option shall initially not be exercisable. Except as mayotherwise be provided under the Plan, the Option shall vest and become exercisable as indicated inthe schedule set forth below:   Vesting Date Percent Vested       4. Legends. Certificates representing the shares subject to this Agreement shall bearsuch legends as the Company shall deem appropriate to reflect any restrictions on transfer imposedby federal or applicable state securities laws.     5. Employment. Nothing in the Plan or in this Agreement shall confer upon theOptionee any right to be continued as an employee of the Company or interfere in any way with theright 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 thebenefit of any successor of the Company, but except as provided above, the Option granted shall notbe assigned or otherwise disposed of by the Optionee.     7. The Plan. The Option is subject to the terms and conditions of the Plan. In theevent of a conflict between the Plan and this Agreement, the terms of the Plan shall control.
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**TRM Corporation**         By               Kenneth L. Tepper        President & CEO Address:                             Social Security No.:           
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