**Exhibit 10.7(i)****RETAINER AGREEMENT**     THIS AGREEMENT, made this 11th day of November 2005, by and between TRMCorporation, an Oregon corporation (hereinafter called “Company”), and Daniel G. Cohen, anindividual residing in Florida (hereinafter called “Chairman”).WITNESSETH:     WHEREAS, Company wishes to continue to retain Chairman as Chairman of the Board of Directorsof the Company, and Chairman wishes to continue to serve as Chairman of the Board of the Company,and both parties wish to gain the protections and benefits contained in this Retainer Agreement,Company and Chairman agree to the covenants and restrictions contained herein;     WHEREAS, due to Chairman’s desire to continue to serve asChairman and gain the protections and benefits contained in this Retainer Agreement (“Agreement”), Chairmanagrees to the covenants and restrictions contained herein;     NOW, THEREFORE, in consideration of the facts, mutual promises and covenants contained hereinand intending to be legally bound hereby, Company and Chairman agree as follows:     1. Definitions. As used herein, the following terms shall have the meanings set forthbelow unless the context otherwise requires.          “Affiliate” shall mean a person or entity who or which (i) with respect to any entity,directly or indirectly through one or more intermediaries, controls, or is controlled by, or isunder common control with, such entity; or (ii) with respect to Chairman, is a parent, spouse,child or issue of Chairman, including persons in an adopted or step relationship.          “Annual Bonus” shall mean the bonus payment(s) available to Chairman at the solediscretion of the majority of the Board of Directors or the Compensation Committee, as set forth inSection 5(b), as such amount may be adjusted from time to time.          “Base Compensation” shall mean the annual rate of compensation set forth in Section5(a), as such amount may be adjusted from time to time.          “Board” shall mean the Board of Directors of Company.          “Business” shall mean the business conducted by Company or any Subsidiary or corporateparent thereof or entity sharing a common corporate parent with the Company on the date ofexecution of this Agreement, including business activities in developmental stages, businessactivities which may be developed by the Company, or by any Subsidiary or corporate parent thereofor entity sharing a common corporate parent with the Company, during the period of Chairman’semployment by Company, and all other business activities which flow from a
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reasonable expansion of any of the foregoing during Chairman’s service to the Company andabout which Chairman had or has constructive or actual knowledge.          “Cause” shall include any one or more of the following:          (a) Chairman breaches or neglects the material and substantial duties that Chairman isrequired to perform under the terms of this Agreement, including if Chairman performs his duties inan incompetent manner, after written notice of the breach or neglect and thirty (30) days to curesuch breach or neglect;          (b) The reasonable belief of a majority of the Board of Directors that Chairman has committeda crime of moral turpitude or has entered a plea of nolo contendere (or similar plea) to a chargeof such an offense;          (c) Chairman uses alcohol in an inappropriate manner or any unlawful controlled substancewhile performing his duties under this Agreement and such use materially interferes with thematerial performance of Chairman’s duties under this Agreement;          (d) Chairman commits any act of criminal fraud, material dishonesty or misappropriationrelating to or involving the Company;          (e) Chairman materially violates a rule(s), regulation(s), policy(ies), plan(s) or expressdirection(s) of the Board;          (f) Chairman engages in the unauthorized disclosure of Confidential Information; or          (g) Chairman acts ina manner that is materially contrary to the best interests of the Companyafter he is given written notice of his actions, as well as 30 days to cure.          “Change of Control” shall be deemed to have occurred upon the earliest to occur of thefollowing events:          (h) the direct or indirect sale, lease, transfer, conveyance or other disposition (other thanby way of merger or consolidation), in one or a series of related transactions, of all orsubstantially all of the properties or assets (including in the Company’s subsidiaries) of theCompany and its subsidiaries taken as a whole, to any “person” (as that term is used in Section13(d)(3) of the Exchange Act);          (i) the adoption of a plan relating to the liquidation or dissolution of the Company;          (j) the consummation of any transaction (including, without limitation, any merger orconsolidation) the result of which is that any “Person” (as that term is used in Section 13(d)(3)of the Exchange Act), becomes the “Beneficial Owner” (as that term is used in Section 13(d)(3) ofthe Exchange Act), directly or indirectly, of more than 35% of the Voting Stock of the Company;
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          (k) the Company consolidates or merges with or into another Person or any Person consolidatesor merges with or into the Company, in either case under this clause (D), in one transaction or aseries of related transactions in which immediately after the consummation thereof PersonsBeneficially Owning, directly or indirectly, Voting Stock representing in the aggregate a majorityof the total voting power of the Voting Stock of the Company immediately prior to such consummationdo not Beneficially Own, directly or indirectly, Voting Stock representing a majority of the totalvoting power of the Voting Stock of the Company or the surviving or transferee Person; or          (l) the first day on which a majority of the members of the Board of Directors of the Companyare not Continuing Directors.          “Commencement Date” shall have the meaning specified in Section 4 hereof.          “Confidential Information” shall have the meaning specified in Section 12(b) hereof.          “Disability” shall mean Chairman’s inability, for a period of thirteen (13)consecutive weeks, or a cumulative period of 120 business days (i.e., Mondays through Fridays,exclusive of days on which Company is generally closed for a holiday) out of a consecutive periodof twelve (12) months, to perform the essential duties of Chairman’s position, due to a disabilityas that term is defined in the American With Disabilities Act.          “Restricted Area” shall have the meaning specified in Section 12(a)(i) hereof.          “Restricted Period” shall have the meaning specified in Section 12(a) hereof.          “Subsidiary” shall mean any company in which Company owns directly or indirectly 50%or more of the Voting Stock or 50% or more of the equity; or any other venture in which it ownseither 50% or more of the voting rights or 50% or more of the equity.          “Term of Service” shall mean the period specified in Section 4 hereof as the same maybe terminated in accordance with this Agreement.     2. Retainer.Company hereby retains Chairman as Chairman of the Board of Directorsof the Company and Chairman hereby agreesto serve the Company for the period and upon the terms and conditions specified in this Agreement.     3. Office and Duties.          (a) Chairman shall continue to serve as the Chairman of the Board of Directors of the Company.In such capacity, Chairman shall render such services as are necessary and desirable to protectand advance the best interests of Company, including establishing guidelines for the President &CEO to run the day-to-day business of the Company.
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          (b) Chairman may engage in charitable, civic, fraternal, trade and professional associationactivities that do not interfere with Chairman’s obligations to Company, but Chairman shall notwork for any other for-profit business without so disclosing such activity to the Board, in whichevent the Board may not unreasonably withhold its consent to such activity. It is acknowledged thatChairman is also associated with Bancorp, Inc. and Cohen Bros. & Co.     4. Term. The Term of Service (the “Initial Term”) shall continue from May 18, 2005(the “Commencement Date”), and end on the date of the Annual Meeting of Shareholders held three (3)years thereafter, unless sooner terminated for any reason. However, at the end of the InitialTerm, this agreement will be automatically extended for consecutive three (3) year terms(“Additional Term”) unless not later than thirty (30) days prior to the end of the Initial Term orthe successive anniversary of that date, Chairman gives written notice that he does not wish toextend this agreement. Chairman acknowledges and agrees that the Company cannot guarantee the termof his Chairmanship but, that if he is not re-elected to the Board of Directors, the payments andstock and option vesting described below shall become effective. During the Term of Service, thisAgreement and Chairman’s service can be terminated in accordance with Sections 6 and 7 below.     5. Compensation and Benefits.          (a) For all of the service rendered by Chairman to Company, Chairman shall receive BaseCompensation at the gross annual rate of one hundred fifty thousand USD ($150,000.00), payablemonthly or as otherwise directed by Chairman. The Base Compensation shall be reviewed annually, onor around the anniversary date of the Commencement Date of this Agreement to ascertain, in the solediscretion of the Board or the Compensation Committee, the amount, if at all, the Chairman’s BaseCompensation should be increased, but it shall not be decreased.          (b) In addition to the foregoing compensation, Chairman is eligible to receive an Annual Bonuseach fiscal year in an amount, as shall be determined by a majority of the Board of Directors orthe Compensation Committee, in their sole discretion. The Annual Bonus shall be payable atChairman’s discretion, either in a single lump-sum payment, or in equal monthly installmentsbeginning no later than ninety (90) days after the end of the relevant fiscal year.          (c) If Chairman’s service is terminated by the Company at any time within three months before,or twelve months after the occurrence of a Change in Control or for any other reason except forcause, (i) all Stock Options and Restricted Stock granted to Chairman by Company, which pursuant tothe terms of the applicable plan vest upon a Change in Control, shall vest upon the date ofChairman’s termination, and shall be exercisable to Chairman for ten (10) years thereafter and (ii)Company shall pay Chairman an amount equal to the average of Chairman’s highest three (3) years ofBase Compensation plus Annual Bonus multiplied by 2.99. Except as otherwise specifically set forthin this Section 5(c), all Base Compensation, Annual Bonus, additional bonus, and any othercompensation and benefits provided herein shall cease at the time of such termination, subject tothe terms of any benefit or compensation plans then in force and applicable to Chairman, andCompany shall have no liability or obligation hereunder by reason of such termination.
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          (d) In the event any amounts payable under this Agreement (and/or under any other plan,agreement or arrangement by which Chairman is to receive payments in the nature of compensationfrom the Company) would constitute “excess parachute payments,” as that term is defined forpurposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and TreasuryRegulations promulgated pursuant thereto, Chairman will receive additional cash payments such that,after payment of all federal, state and local income taxes and federal excise taxes on the excessparachute payments and on the additional cash payments made under this paragraph, Chairman wouldhave a net amount equal to the amount Chairman would have received under the terms of thisAgreement if no portion of such payments and/or benefits were treated as excess parachute paymentsfor purposes of Code Section 280G.          (e) Chairman agrees and acknowledges that his service and the other protections and benefitsof this Agreement are full, adequate and sufficient consideration for the restrictions andobligations set forth in Section 6 of this Agreement.     6. Fringe Benefits. As an inducement to Chairman to continue service hereunder, andin consideration of Chairman’s covenants under this Agreement, Chairman shall be entitled to anautomobile leased by the Company on his behalf or an automobile allowance, consistent with Companypolicy and practice. Company shall pay the automobile insurance for one vehicle used by Chairmanin connection with his service to the Company.     7. Termination for Cause. Chairman’s service to the Company may be terminated by theBoard at any time for Cause as that term is defined in Section 1 herein, effective not less thanten (10) days after written notice of such termination. Upon the effective date of termination ofChairman under this Section 6, Company shall have no obligation to Chairman for Base Compensation,Annual Bonus, Fringe Benefits, or any other form of compensation or benefits other than (a) amountsof Base Compensation, and vested Stock and Stock Options accrued through the effective date oftermination, and (b) reimbursement of appropriately documented expenses incurred by Chairman beforethe written notice of termination of service, to the extent that Chairman would have been entitledto such reimbursement but for the termination of service.     8. Termination without Cause.          (a) The Board of Directors may terminate Chairman’s service to the Company at any time withoutCause upon ninety (90) days written notice. Notwithstanding termination of Chairman under thisSection 7, Company shall pay Chairman an amount equal to the average of Chairman’s highest three(3) years of Base Compensation plus Annual Bonus multiplied by 2.99, and Chairman shall be entitledto receive all vested Stock and Stock Options (all of which will fully vest upon such termination).          (b) Chairman may terminate his service to the Company for any or no reason, upon ninety (90)days written notice. If such notice is provided by Chairman, Company, in its sole discretion, maywaive the notice period or any portion thereof, with pay (Base Compensation only) to Chairman forthe remaining notice period. Upon termination by Chairman of his service under the provisions ofthis Subsection 7(b), the Company shall have no obligation to Chairman for Base Compensation,Annual Bonus, Fringe Benefits or any other form of compensation or benefits other than (a) amountsof Base Compensation, vested Stock and Stock Options accrued through the effective date oftermination, and (b) reimbursement of appropriately documented expenses incurred
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by Chairman before the termination of service, to the extent that Chairman would have been entitledto such reimbursement but for his termination of his service.          (c) Termination of Chairman’s service pursuant to Sections 6 and 7 shall release the Companyof all its liabilities and obligations under this Agreement, except as expressly provided inSections 6 and 7. Termination of Chairman’s service pursuant to this Section shall not, however,release Chairman from Chairman’s obligations and restrictions asstated in Sections 9 and 10 of thisAgreement.          (d) Chairman shall not be entitled to any payment or benefit under any Company severance planother than as reflected herein under Section 7, practice or policy, if any, in effect at or afterthe time of Chairman’s termination since this Agreement supersedes all such plans, practices andpolicies.     9. Company Property. All advertising, sales, manufacturers’ and other materials orarticles or information, including without limitation data processing reports, computer programs,software, customer information and records, business records, price lists or information, samples,or any other materials or data of any kind physically furnished to Chairman by Company or developedby Chairman on behalf of Company or at Company’s direction or for Company’s use or otherwise inconnection with Chairman’s service hereunder, are and shall remain the sole property of Company,including in each case all copies thereof in any medium, including computer tapes and other formsof information storage. If Company requests the return of such materials at any time during or ator after the termination of Chairman’s service, Chairman shall deliver all copies of the same toCompany immediately.     10. Noncompetition, Trade Secrets, Etc. Chairman hereby acknowledges that, during andsolely as a result of his service as Chairman to the Company, Chairman has had and will have accessto Confidential Information as that term is defined herein. In consideration of such special andunique opportunities afforded by Company to Chairman as a result of Chairman’s service and theother benefits referred to within this Agreement, the Chairman hereby agrees as follows:          (a) From the date hereof until twelve (12) months following the termination of Chairman’sservice to the Company, for any or no reason, whether initiated byChairman or Company (“Restricted Period”);               (i) Chairman shall not, for his own benefit or the benefit of any third party, directly orindirectly engage in (as a principal, shareholder, partner, director, officer, agent, Chairman,consultant or otherwise) or be financially interested in any business operating within the UnitedStates or Canada (the “Restricted Area”), which provides consumer convenience services materiallythe same as the services Company provides to third parties, or any other business activities whichare materially the same as and which are in direct competition with the Business, or with anybusiness activities carried on by Company or being planned by Company, at the time of thetermination of Chairman’s service, or any other business activities which are materially the sameas the Business for any of the Company’s past, present or prospective clients, customers oraccounts; provided however, nothing contained in this Section 10 shall prevent Chairman fromholding for investment less than five percent (5%) of any class of equity securities of a companywhose securities are publicly traded on a national securities exchange or
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in a national market system. It is acknowledged that Chairman’s service to the Bancorp, Inc. and/orCohen Bros. & Co. shall not be a violation of this subsection (i).               (ii) Induce or attempt to influence any Chairman, customer, independent contractor or supplierof Company to terminate employment or any other relationship with Company. During the RestrictedPeriod, Chairman shall not, directly or indirectly, disclose or otherwise communicate to any of theclients, customers or accounts of Company, its Affiliates or any Subsidiary thereof that he hasbeen terminated, is considering terminating or has decided to terminate his service to the Company.          (b) Chairman shall not use for Chairman’s personal benefit, or disclose, communicate ordivulge to, or use for the direct or indirect benefit of any person, firm, association, or companyother than Company, any “Confidential Information” which term shall mean any information regardingthe business methods, business policies, policies, procedures, techniques, research or developmentprojects or results, historical or projected financial information, budgets, trade secrets, orother knowledge or processes of or developed by Company or any names and addresses of customers orclients or any data on or relating to past, present or prospective Company customers or clients orany other confidential information relating to or dealing with the business operations oractivities of Company, made known to Chairman or learned or acquired by Chairman while providingservice to the Company. Confidential Information shall not include (1) information unrelated tothe Company which was lawfully received by Chairman free of restriction from another source havingthe right to so furnish such Confidential Information; or (2) information after it has becomegenerally available to the public or to industry competitors without breach of this Agreement bythe Chairman; or (3) information which at the time of disclosure to the Chairman was known to theChairman to be free of restriction as evidenced by documentation from the Company which theChairman possesses, or (4) information which Company agrees in writing is free of suchrestrictions. All memoranda, notes, lists, records, files, documents and other papers and otherlike items (and all copies, extracts and summaries thereof) made or compiled by Chairman or madeavailable to Chairman concerning the business of Company shall be Company’s property and shall bedelivered to Company promptly upon the termination of Chairman’s service to the Company or at anyother time on request. The foregoing provisions of this Subsection 10(b) shall apply during andfor a period of one (1) year after Chairman continues to serve as Chairman of the Company and shallbe in addition to (and not a limitation of) any legally applicable protections of Company’sinterest in confidential information, trade secrets and the like. At the termination of Chairman’sservice to the Company, Chairman shall return to Company all copies of Confidential Information inany medium, including computer tapes and other forms of data storage.          (c) Any and all writings, inventions, improvements, processes, procedures and/or techniqueswhich Chairman may make, conceive, discover or develop, either solely or jointly with any otherperson or persons, at any time when Chairman is providing service to the Company, whether or notduring working hours and whether or not at the request or upon the suggestion of Company, whichrelate to or are useful in connection with the Business or with any business now or hereaftercarried on or contemplated by Company, including developments or expansions of its present fieldsof operations, shall be the sole and exclusive property of Company. Chairman shall make fulldisclosure to Company of all such writings, inventions, improvements, processes, procedures andtechniques, and shall do everything necessary or desirable to vest the absolute title thereto inCompany. Chairman shall write and prepare all specifications and procedures regarding suchinventions, improvements, processes, procedures and techniques and otherwise aid and assist
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Company so that Company can prepare and present applications for copyright or Letters Patenttherefor 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 sothat Company shall be the sole and absolute owner thereof in all countries in which it may desireto have copyright or patent protection. Chairman shall not be entitled to any additional orspecial compensation or reimbursement regarding any and all such writings, inventions,improvements, processes, procedures and techniques.          (d) Chairman acknowledges that the restrictions contained in the foregoing Subsections in viewof the nature of the business in which Company is engaged, are reasonable and necessary in order toprotect the legitimate interests of Company, that their enforcement will not impose a hardship onChairman or significantly impair Chairman’s ability to earn a livelihood, and that any violationthereof would result in irreparable injuries to Company. Chairman and Company acknowledge that, inthe event either party believes the other party has violated any of the terms of this Agreement,the other party shall be entitled to seek from any court of competent jurisdiction, withoutattempting arbitration, preliminary and permanent injunctive relief.          (e) If the Restricted Period or the Restricted Area specified above should be adjudgedunreasonable in any proceeding, then the period of time shall be reduced by such amount or the areashall be reduced by the elimination of such portion or both such reductions shall be made so thatsuch restrictions may be enforced for such time and in such area as is adjudged to be reasonable.If Chairman violates any of the restrictions contained in the foregoing Subsections, the relevantRestricted Period shall be extended by a period equal to the length of time from the commencementof any such violation until such time as such violation shall be cured by Chairman to thesatisfaction of Company. Chairman hereby expressly consents to the jurisdiction of any courtwithin the Eastern District of Pennsylvania for the purpose of seeking a preliminary or permanentinjunction as described above in Section 10(d), and agrees to accept service of process bycertified mail return receipt requested relating to any such proceeding. Company may supply a copyof Section 10 of this Agreement to any future or prospective employer of Chairman or to any personto whom Chairman has supplied information if Company determines in good faith that there is areasonable likelihood that Chairman has violated or will violate such Section.     11. Prior Agreements. Chairman represents to Company that there are no restrictions,agreements or understandings, oral or written, to which Chairman is a party or by which Chairman isbound that prevent or make unlawful Chairman’s execution or performance of this Agreement.     12. Miscellaneous.          (a) Indulgences, Etc. Neither the failure nor any delay on the part of either partyto exercise any right, remedy, power or privilege under this Agreement shall operate as a waiverthereof, nor shall any single or partial exercise of any right, remedy, power or privilege precludeany other or further exercise of the same or of any other right, remedy, power or privilege, norshall any waiver of any right, remedy, power or privilege with respect to any occurrence beconstrued as a waiver of such right, remedy, power or privilege with respect to any otheroccurrence. No waiver shall be effective unless it is in writing and is signed by the partyasserted to have granted such waiver.
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          (b) Controlling Law. This Agreement and all questions relating to its validity,interpretation, performance and enforcement (including, without limitation, provisions concerninglimitations of actions), shall be governed by and construed in accordance with the laws of theCommonwealth of Pennsylvania, notwithstanding any conflict-of-laws doctrines of such jurisdictionto the contrary, and without the aid of any canon, custom or rule of law requiring constructionagainst the draftsman.          (c) Notices. All notices, requests, demands and other communications required orpermitted under this Agreement shall be in writing and shall be deemed to have been duly given,made and received only when personally delivered, on the day specified for delivery when depositedwith a recognized national or regional courier service for delivery to the intended addressee ortwo (2) days following the day when deposited in the United States mails, first class postageprepaid, addressed as set forth below:       (i) If to Chairman:    Daniel G. Cohen       (ii) If to Company:    Amy B. Krallman, Esq.    Senior Vice President    TRM Corporation    5208 N.E. 122d Avenue    Portland, OR 97230         with a copy, given in the manner prescribed above, to:    Jodi T. Plavner, Esq.    Wolf, Block, Schorr and Solis-Cohen, LLP    1650 Arch Street, 22nd Floor    Philadelphia, PA 19103     In addition, notice by mail shall be by air mail if posted outside of the continental UnitedStates. Any party may alter the address to which communications or copies are to be sent by givingnotice of such change of address in conformity with the provisions of this Section for the givingof notice.          (d) Binding Nature of Agreement. This Agreement shall be binding upon Company andshall inure to the benefit of Company, its present and future Subsidiaries, Affiliates, successorsand assigns including any transferee of the business operation, as a going concern, in whichChairman is employed and shall be binding upon Chairman, Chairman’s heirs and personalrepresentatives. None of the rights or obligations of Chairman hereunder may be assigned ordelegated, except that in the event of Chairman’s death or Disability, any rights of Chairmanhereunder shall be transferred to Chairman’s estate or personal representative, as the case may be.Company may assign its rights and obligations under this Agreement in whole or in part to any oneor more Affiliates or successors, but no such assignment shall relieve Company of its obligationsto Chairman if any such assignee fails to perform such obligations.
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          (e) Execution in Counterparts. This Agreement may be executed in any number ofcounterparts, each of which shall be deemed to be an original as against any party whose signatureappears thereon, and all of which shall together constitute one and the same instrument. ThisAgreement shall become binding when one or more counterparts hereof, individually or takentogether, shall bear the signatures of all of the parties reflected hereon as the signatories.          (f) Provisions Separable. The provisions of this Agreement are independent of andseparable from each other, and no provision shall be affected or rendered invalid or unenforceableby virtue of the fact that for any reason any other or others of them may be invalid orunenforceable in whole or in part.          (g) Entire Agreement. This Agreement contains the entire understanding among theparties hereto with respect to service provided by Chairman to the Company, and supersedes allprior and contemporaneous agreements and understandings, inducements or conditions, express orimplied, oral or written, except as herein contained. The express terms hereof control andsupersede any course of performance and/or usage of the trade inconsistent with any of the termshereof. This Agreement may not be modified or amended other than by an agreement in writing.Notwithstanding the foregoing, nothing herein shall limit the application of any generallyapplicable Company policy, practice, plan or the terms of any manual or handbook applicable toCompany’s directors and executives generally, except to the extent the foregoing directly conflictwith this Agreement, in which case the terms of this Agreement shall prevail.          (h) Section Headings. The Section headings in this Agreement are for convenienceonly; they form no part of this Agreement and shall not affect its interpretation.          (i) Number of Days. Except as otherwise provided herein, for example, in the contextof vacation days, in computing the number of days for purposes of this Agreement, all days shall becounted, including Saturdays, Sundays and holidays; provided, however, that if the final day of anytime period falls on a Saturday, Sunday or holiday on which federal banks are or may elect to beclosed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday orsuch holiday.          (j) Gender, Etc. Words used herein, regardless of the number and gender specificallyused, shall be deemed and construed to include any other number, singular or plural, and any othergender, masculine, feminine or neuter, as the context indicates is appropriate.          (k) Dispute Resolution. In the event of any disagreement of any nature whatsoeverbetween the parties to this Agreement in any way relating to this Agreement, except for the abilityof the parties to seek a preliminary or permanent injunction as described above, which need not bediscussed between the parties or arbitrated, the parties shall meet to attempt to resolve suchdisagreement. In the event of their failure to do so within fifteen (15) days or such longerperiod of time as shall be mutually agreed upon by the parties, either party may serve notice inwriting upon the other party requesting arbitration, which notice shall specify in reasonabledetail the nature of the dispute. Any arbitration under this Section shall be held inPhiladelphia, Pennsylvania or such other place as shall be mutually agreed to by the parties, andconducted in accordance with the procedures set forth hereafter and, to the extent not inconsistentwith this Section, in accordance with the Rules of the American Arbitration Association in effecton the date of this Agreement. Company shall have the right and remedy to ask the arbitrator torequire
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Chairman to account for any pay over to Company all compensation, profits, monies, accruals,increments or other benefits derived or received by Chairman as the result of any transactionsconstituting a breach of Section 9, and Chairman shall account for and pay over such amounts toCompany upon the arbitrator’s determination thereof.               (i) Any arbitration under this Section shall be before an arbitrator who shall be experiencedin the area of labor law. The arbitrator shall be selected by the parties from lists provided bythe American Arbitration Association. The parties agree to exchange all relevant documents priorto any hearing, and further agree that any dispute over such exchange may be submitted to thearbitrator for decision, which decision shall be binding on the parties. The parties further agreeto exchange hearing exhibits and designations of witnesses to be called at the hearing at least ten(10) calendar days before any hearing as a party may not offer at the hearing as part of its directcase any witness, evidence or document not so disclosed, unless such witness(es), evidence ordocument(s) became available and/or known to the party who wishes to introduce such witness(es),evidence and/or document(s) within the ten (10) calendar days prior to the arbitration, and suchwitness(es), evidence or document(s) is immediately provided to the arbitrator and the other party,or unless the evidence is for rebuttal or impeachment purposes and its need was not anticipated orforeseen before the hearing.               (ii) Within 60 days of the production of all documents, evidence and witness list as outlinedin the preceding section, the arbitrator shall conduct the arbitration hearing. Each party willhave one day to present its case, unless, upon request the arbitrator determines that more or lesstime is appropriate. Within 30 days of the arbitration hearing, the arbitrator shall render adecision in writing to each party.               (iii) Any arbitration award must (i) be rendered in accordance with applicable law asdescribed in this Agreement and (ii) be set forth in a written decision which sets forth thereasons (including, without limitation, the conclusions of fact and/or law) upon which such awardis rendered. Judgment upon an arbitration award may be rendered in any court of competentjurisdiction or application may be made to any such state or federal court of competentjurisdiction for judicial acceptance of an order to enforcement of an arbitration award, as thecase may be. Any arbitration award shall be final and binding on the parties. Once an issue hasbeen arbitrated pursuant hereto, the decision of the arbitrator shall be res judicata with respectto such issue.               (iv) The arbitrator shall have the power to issue subpoenas compelling testimony and/or theproduction of documents from any person whether or not a party hereto, which subpoenas shall beenforceable in all courts of competent jurisdiction in the Eastern District of Pennsylvania. Inaddition, the arbitrator and attorney-of-record shall have the power to request through theabove-mentioned courts of competent jurisdiction the taking of depositions from any person, not aparty or a director, officer, Chairman, employee or agent of a party, who cannot be subpoenaed oris unable to attend the arbitration, whose testimony the arbitrator deems both important andrelevant to the resolution of the issues presented for arbitration.
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               (v) The cost of the arbitration and all attorney fees shall be borne by the parties in suchproportion as the arbitrator shall direct, with such arbitrator to give due consideration to thefault of the parties.               (vi) Notwithstanding the foregoing, the parties need not arbitrate any request for preliminaryor permanent injunctive relief; such relief may be brought by either party in any state or federalcourt in the Eastern District of Pennsylvania. Such litigation will toll the Restricted Periodsbeginning on the alleged date of Chairman’s violation until the date the dispute is resolved.          (l) Jurisdiction of Courts. Any legal suit, action, claim, proceeding orinvestigation arising out of or relating to Sections 9 or 10 of this Agreement may be instituted in anystate or federal court in the Eastern District of Pennsylvania, and each of the parties heretowaives any objection which party may now or hereafter have to such venue of any such suit, action,claim, proceeding or investigation, and irrevocably submits to the jurisdiction of any such court.Any and all service of process and any other notice in any such suit, action, claim, proceeding orinvestigation shall be effective against any party if given by registered or certified mail, returnreceipt requested, or by any other means of mail which requires a signed receipt, postage prepaid,mailed to such party as herein provided. If for any reason such service of process by mail isineffective, then Company shall be deemed to have appointed Jodi T. Plavner, Esquire, Wolf, Block,Schorr and Solis-Cohen LLP, 1650 Arch Street, 22nd Floor, Philadelphia, Pennsylvania 19103, as theauthorized agent of Company to accept and acknowledge, on behalf of Company, service of any and allprocess which may be served in any such suit, action, claim, proceeding or investigation. Nothingherein contained shall be deemed to affect the right of any party to serve process in any mannerpermitted by law or to commence legal proceedings or otherwise proceed against any other party inany jurisdiction other than Pennsylvania.          (m) Survival. All provisions of this agreement which by their terms survive thetermination of Chairman’s service to the Company, including without limitation the covenants ofChairman set forth in Sections 9 and 10 and the obligations of Company to make any post-terminationpayments under this Agreement, shall survive termination of Chairman’s service to the Company andshall remain in full force and effect thereafter in accordance with their terms.— Signatures on Next Page —
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     IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement inPhiladelphia, Pennsylvania as of the date first above written.      TRM Corporation