Exhibit 10.6
 
  Re: Employment Agreement
   1. Employment Terms
 1.1
    
    Employment
 (a)
    
    You will hold the position of Executive Vice President and Chief Operating
Officer of the Company and perform those duties as are generally associated with such
positions. You will report to the President and Chief Executive Officer of the Company.
You also agree to perform such acts and duties as the President and Chief Executive
Officer of the Company may reasonably direct and to comply with all applicable policies
and procedures of the Company. You shall work in New York City or a location within sixty
(60) miles from (i) 628 Route 10,Whippany, New Jersey 07081 (the Current Office
Location) or (ii) such office as you, with the consent of the Company, select to replace
the Current Office Location and you shall report to the Companys office in Philadelphia
(the Geographic Scope). 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 or Chief Executive Officer of the
Company. 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 (i) engaging in charitable activities and
community affairs or (ii) subject to paragraph 3.2(a)(i), 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.(b)
    
    Your employment with the Company will continue under this Agreement until
terminated by you or the Company as provided in paragraphs 1.4 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 pursuant to paragraphs 1.4 and 2.1,




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below, 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 and Bonus.During the Initial Term (as such term is hereinafter defined
in Section 1.4), you will be paid the annualized equivalent of $300,000 as base salary
(Base Salary), payable in installments on regular Company paydays. Your base salary for
any subsequent term shall be set annually by the Compensation Committee of the Board of
Directors of the Company. In addition to the foregoing compensation, you shall receive a
bonus in the amount of $150,000 for each year (Bonus) ending on the anniversary of the
Effective Date during the Initial Term, and for each year thereafter the bonus shall be
awarded in the discretion of the Compensation Committee of the Board of Directors of the
Company based upon such reasonably specific criteria, including performance criteria, as
are determined at the time budgets are approved by the Board of Directors or as reasonably
soon thereafter, as the Board of Directors and the Chief Executive Officer of the Company
shall develop such criteria.1.3
    
    Benefits.You will be eligible to participate in any benefit plans or programs
generally available to the Companys management currently and in any future benefits plans
as the Board of Directors shall from time-to-time approve. You shall have six (6) weeks of
paid time off per year, not including holidays established by the Company for all Company
employees.1.4
    
    Term.The term of your employment under this Agreement shall commence on the
Effective Date and shall continue for two (2) years 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 of termination to the other party at least thirty (30) days prior to the termination
of the Initial Term or any renewal period.
 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
provided in paragraph 1.4.(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 paragraph 1.4, 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 according to the following formula:




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(i)
    
    An amount equal to two (2) years Base Salary plus, for each such year, the
Bonus, plus health insurance for twelve months at the same coverage level as in
effect immediately prior to the Separation Date.(ii)
    
    Severance pay shall be paid to you 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 6 months in a 12 month period by reason of physical or mental illness
or incapacity as determined by a physician jointly chosen by the Company and you or your
legal representative.(d)
    
    This Agreement may be terminated by you if the Company requires you to work
outside of the Geographic Scope for more than 90 consecutive days per year (Good
Reason). If you terminate the Agreement for Good Reason, you shall be entitled to the
severance set forth in Section 2.1(b)(i).(e)
    
    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 for Good Reason and except because of an involuntary reduction in your base
salary as then in effect;(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, which such release shall exclude any claims you may have that
arise under the Stock Purchase Agreement between the Company and you of even date
herewith (the Stock Purchase Agreement).
 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 to a felony or to 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 your duties
hereunder; (v) your gross dereliction of duty; (vi) your failure or refusal to follow lawful
policies of the Company or directives of the Companys Board of Directors, President or




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Chief Executive Officer within two business days following notice to you of such failure or
refusal; or (vii) your malfeasance, misfeasance, or nonfeasance in connection with the
performance of your duties.
 3. Confidentiality and Non-Competition
 3.1
    
    Confidentiality and Ownership of Intellectual Property.
 (a)
    
    You shall not use for your personal benefit, or disclose, communicate or divulge to,
or use for the direct or indirect benefit of any person, firm, association, or company
other than the Company, any Confidential Information which term shall mean any
information regarding the business methods, business policies, policies, procedures,
techniques, research or development projects or results, historical or projected financial
information, budgets, trade secrets, or other knowledge or processes of or developed by the
Company or any names and addresses of customers or clients or any data on or relating to
past, present or prospective Company customers or clients or any other confidential
information relating to or dealing with the business operations or activities of the
Company, made known to you or learned or acquired by you while in the employ of the
Company. Confidential Information shall not include (1) information unrelated to the
Company or its businesses which was lawfully received by you free of restriction from
another source having the right to so furnish such information; or (2) information after it
has become generally available to the public or to industry competitors without breach of
this Agreement by you; or (3) information which at the time of disclosure to you was known
to you to be free of restriction as evidenced by documentation from the Company which you
possess; (4) information which the Company agrees in writing is free of such restrictions
or (5) information which you are legally compelled to disclose under the terms of a valid
and effective subpoena or order issued by a court of competent jurisdiction or by a
government or other supervisory body, provided, however, that you shall provide the Company
with prompt notice of the existence, terms and circumstances surrounding such requested
disclosure to enable the Company to seek an appropriate protective order; provided,
further, if the Company seeks such a protective order, you shall provide such cooperation
as the Company shall reasonably request. All memoranda, notes, lists, records, files,
documents and other papers and other like items (and all copies, extracts and summaries
thereof) made or compiled by you or made available to you concerning the business of the
Company shall be the Companys property and shall be delivered to the Company promptly upon
the termination of your employment with the Company or at any other time on request. The
foregoing provisions of this subsection 3.2(a) shall be in addition to (and not a
limitation of) any applicable protections of the Companys interest in confidential
information, trade secrets and the like provided by applicable statutes, laws, rules,
regulations or judicial interpretations thereof. At the termination of your employment
with the Company, you shall return to the Company all copies of Confidential Information in
any medium, including computer tapes and other forms of data storage.(b)
    
    Any and all writings, inventions, improvements, processes, procedures and/or
techniques which you may make, conceive, discover or develop, either solely or jointly with
any other person or persons, at any time when you are an employee of the Company,




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whether or not during working hours and whether or not at the request or upon the suggestion
of the Company, which relate to or are useful in connection with any business which is the
same as or similar to the business of the Company or any of its subsidiaries (the
Business) or hereafter carried on or being planned by the Company, including developments
or expansions of its present fields of operations, shall be the sole and exclusive property
of the Company. You shall make full disclosure to the Company of all such writings,
inventions, improvements, processes, procedures and techniques, and shall do everything
necessary or desirable to vest the absolute title thereto in the Company. You shall write
and prepare all specifications and procedures regarding such inventions, improvements,
processes, procedures and techniques and otherwise aid and assist the Company so that the
Company can prepare and present applications for copyright or letters patent therefor and
can secure such copyright or letters patent wherever possible, as well as reissues,
renewals, and extensions thereof, and can obtain the record title to such copyright or
patents so that the Company shall be the sole and absolute owner thereof in all countries in
which it may desire to have copyright or patent protection. You shall not be entitled to any
additional or special compensation or reimbursement regarding any and all such writings,
inventions, improvements, processes, procedures and techniques.
 3.2
    
    Covenant not to Compete..The terms and conditions of Section 5.2 of the Stock
Purchase Agreement are hereby incorporated herein by this reference as if fully stated
herein.
 4. Return of Property
  5. Right To Consult with Attorney
  6. Dispute Resolution




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7. Irreparable Harm
  8. Entire Agreement
  (The Rest of This Page is Intentionally Left Blank, Signatures on the Following Page)




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Sincerely,TRM CORPORATION/s/ Richard SternRichard SternPresident & Chief Executive Officer ACKNOWLEDGMENT AND AGREEMENT:
 /s/ Douglas FalconeDouglas Falcone