**Exhibit 10.6(c)****EMPLOYMENT AGREEMENT**     THIS AGREEMENT, made this 21st day of May, 2007, by and between TRM Corporation, an Oregoncorporation (hereinafter called “Company”), and Richard B. Stern, an individual residing inNew Jersey (hereinafter called “Executive”).WITNESSETH:     Company currently employs Executive as its Chief Operating Officer and Company wishes toemploy Executive as its President and Chief Executive Officer, and Executive and Company wish toformalize the terms and conditions of such employment in this Employment Agreement(“Agreement”), which Agreement shall, other than as set forth herein (including, but notlimited to, Section 5(c)), supersede any previous agreement regarding Executive’s employment withCompany, including the Letter Agreement between Executive and Company dated September 15, 2006 (“Letter Agreement”).     NOW, THEREFORE, in consideration of the recitations, and the mutual promises and covenantscontained herein, and intending to be legally bound hereby, Company and Executive agree as follows:     1. Definitions. As used herein, the following terms shall have the meanings set forthbelow:          “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 Executive, is a parent, spouse orchild of Executive, including persons in an adoptive or step relationship.          “Annual Bonus” shall mean the bonus available to Executive as described more fully inSection 5(b) hereof.          “Base Compensation” shall mean the annual rate of compensation set forth in Section5(a) hereof, as such amount may be adjusted from time to time in accordance with Section 5(a)hereof.          “Board” shall mean the Board of Directors of Company.          “Business” shall mean the business conducted by Company or any Affiliate, Subsidiaryor corporate parent thereof or entity sharing a common corporate parent with the Company, includingbusiness activities in developmental stages, business activities which may be developed byCompany, or by any Affiliate, Subsidiary or corporate parent thereof or entity sharing a commoncorporate parent with Company, during the period of Executive’s employment by Company.
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          “Cause” shall include any one or more of the following:          (a) Executive breaches the terms of this Agreement or neglects to perform any of the materialduties that Executive is required to perform under the terms of this Agreement or acts in a mannerthat is materially contrary to the best interests of Company in the reasonable belief of a majorityof the Board, and such breach, neglect or act is not cured within 30 days after written noticethereof to Executive that reasonably details the nature of such breach, neglect or act;          (b) The reasonable belief of a majority of the Board that Executive has committed a crime ofmoral turpitude or if Executive has entered a plea of nolo contendere (or similar plea) to a chargeof such an offense;          (c) Executive uses alcohol in an inappropriate manner or any unlawful controlled substancewhile performing his duties under this Agreement and such use materially interferes with theperformance of Executive’s duties under this Agreement;          (d) Executive commits any act of fraud, material dishonesty or misappropriation relating to orinvolving Company;          (e) Executive materially violates any rule(s), regulation(s), policy(ies), plan(s) or expressdirection(s) of the Board; or          (f) Executive engages in the unauthorized disclosure of Confidential Information.          “Change of Control” shall be deemed to have occurred upon the earliest to occur of thefollowing events:          (a) 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 of Company and its subsidiaries taken as a whole, toany “person” (as that term is defined in Rule 13d-3 under the Exchange Act);          (b) the adoption of a plan relating to the liquidation or dissolution of Company;          (c) the consummation of any transaction (including, without limitation, any merger orconsolidation) the result of which is that any “Person” (as that term is defined in Rule 13d-3under the Exchange Act), becomes the “Beneficial Owner” (as that term is defined in Rule 13d-3under the Exchange Act), directly or indirectly, of more than 35% of the Voting Stock of Company;or          (d) Company consolidates or merges with or into another Person or any Person consolidates ormerges 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 BeneficialOwners (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of Voting Stockrepresenting in the aggregate a majority of the total voting power of the Voting
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Stock of Company immediately prior to such consummation are not Beneficial Owners, directly orindirectly, of Voting Stock representing a majority of the total voting power of the Voting Stockof Company or the surviving or transferee Person immediately following such consummation.          “Commencement Date” shall have the meaning specified in Section 4 hereof.          “Compensation Committee” shall mean the compensation committee of the Board or anyother committee or designee of the Board assigned the responsibilities now assigned to thecompensation committee of the Board.          “Confidential Information” shall have the meaning specified in Section 12(b) hereof.          “Constructive Dismissal” shall mean any of the following:          (a) subject to Section 3(a) hereof, any requirement that Executive’s principal office berelocated to a location that is in excess of 50 miles from Philadelphia, Pennsylvania, withoutExecutive’s prior written consent;          (b) any material reduction in Executive’s title or reporting relationship, responsibilities orauthority;          (c) any material reduction in Executive’s Base Compensation, unless any such reduction isapplied in connection with, and matches in duration and percentage, a reduction in total cashcompensation of all of the Executive Officers, provided that in such event such reduction does notexceed 10% of the Base Compensation and target Annual Bonus for the immediately prior CommencementDate anniversary year;          (d) following a Change of Control, any reduction in Base Compensation, without Executive’sprior written consent; or          (e) any breach by Company of any of its material obligations to Executive under the terms ofthis Agreement that is not cured within 30 days after written notice thereof that reasonablydetails the nature of such breach is provided by Executive to Company.          “Disability” shall mean Executive’s inability, for a period of 13 consecutive weeks,or a cumulative period of 120 business days (i.e., Mondays through Fridays, exclusive of days onwhich Company is generally closed for a holiday) out of a consecutive period of 12 months, toperform the essential duties of Executive’s position, due to a disability as that term is definedin the American With Disabilities Act.          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.          “Executive Officer” shall mean any one of the “named executive officers” of Company(as such term is defined and understood under Item 402(a)(3)(iii) and the instructions
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thereto of Regulation S-K promulgated under the Securities Act of 1933, as amended, and theExchange Act).          “Letter Agreement” shall mean the letter agreement defined in the preamble hereof.“Person” shall mean any individual, corporation, partnership, joint venture, association,joint-stock company, trust, unincorporated organization, limited liability company or government oragency or political subdivision thereof or other entity.          “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.          “Restricted Stock” shall mean common stock of Company granted under Company’s 2005Omnibus Stock Incentive Plan subject to a restriction period.          “Stock Options” shall mean options to purchase common stock of Company granted underthe Company’s 2005 Omnibus Stock Incentive Plan.          “Subsidiary” shall mean, with respect to any Person:          (a) any corporation, association or other business entity (other than an entity referred to inclause (b) below) of which more than 50% of the total Voting Stock is at the time owned orcontrolled, directly or indirectly, by such Person or one or more of the other Subsidiaries of thatPerson (or a combination thereof); and          (b) any partnership (whether general or limited), limited liability company or joint venture(i) the sole general partner or the managing general partner or managing member of which is suchPerson or a Subsidiary of such Person, or (ii) if there are more than a single general partner ormember, either (x) the only general partners or managing members of which are such Person and/orone or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns orcontrols, directly or indirectly, a majority of the outstanding general partner interests, memberinterests or other Voting Stock of such partnership, limited liability company or joint venture,respectively.          “Term of Employment” shall mean the period in which Executive is employed by Company.          “Voting Stock” means the equity interests of such person pursuant to which the holdersthereof have the general voting power under ordinary circumstances to vote for the election ofdirectors (or persons performing similar functions).     (2) Employment. Company hereby employs Executive as President and Chief ExecutiveOfficer, and Executive hereby accepts employment by Company, for the period and upon the terms andconditions specified in this Agreement, effective as of June 15, 2007 (the “EffectiveDate”).
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     (3) Duties.          (a) Executive shall render such services as are necessary and desirable to protect and advancethe best interests of Company, acting, in all instances, under the supervision of and in accordancewith the rules, regulations, policies, plans or directions of the Board. As President and ChiefExecutive Officer, Executive shall be responsible for managing Company and shall have theresponsibility and authority, subject to policies established by the Board, to implement thepolicies of Company and directives of the Board, all subject to the provisions of any operatingbudget or budgets as may be approved from time to time by the Board and subject to the By-Laws ofCompany. Executive acknowledges that his duties may involve significant travel as Company’sprincipal office is located in Portland, Oregon, and agrees to travel as reasonably required inorder to fulfill his duties.          (b) For as long as Executive shall remain an Executive of Company, Executive’s entire workingtime, energy, skill and best efforts shall be devoted to the performance of Executive’s dutieshereunder in a manner which will faithfully and diligently further the business and interests ofCompany. Executive may engage in charitable, civic, fraternal, trade and professional associationactivities that do not interfere or compete with Executive’s obligations to Company, but Executiveshall not work for any other for-profit business without obtaining the prior written approval ofthe Board .     4. Term. Executive shall be employed by Company for a Term of Employment whichcommenced October 1, 2006 (the “Commencement Date”), and ending upon termination of thisAgreement pursuant to one of Sections 7 through 10 hereof.     5. Compensation and Benefits.          (a) For the services rendered by Executive to Company from the Effective Date, Executive shallreceive Base Compensation at the gross annual rate of Three Hundred Seventy Five Thousand USD($375,000), payable in installments in accordance with Company’s regular payroll practices ineffect from time to time. The Base Compensation shall be reviewed annually, on or around theanniversary date of the Commencement Date to ascertain, in the sole discretion of the Board or theCompensation Committee, as applicable, the amount, if at all, the Executive’s Base Compensationshould be increased. Upon an increase in the Base Compensation, the increased amount shall becomeBase Compensation for purposes of this Agreement.          (b) In addition to the foregoing compensation, Executive shall be eligible to receive anAnnual Bonus awarded in the discretion of the Compensation Committee from Company for eachCommencement Date anniversary year based upon such reasonably specific criteria, includingperformance criteria, as the Compensation Committee shall develop and deem to be in the bestinterests of the Company. The target Annual Bonus amount is 50% of Base Compensation.Notwithstanding the foregoing, for the period from the Commencement Date to the second anniversaryof the Commencement Date, Executive shall receive an Annual Bonus of not less than, $100,000 peryear, which shall be paid to Executive not later than 30 days following the first or secondanniversary of the Commencement Date, as applicable. Thereafter, the Annual Bonus, if any, shall bepaid by Company to Executive no later than 30 days after the Commencement Date Anniversary.
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          (c) Executive will be granted 500,000 shares of Restricted Stock on the Effective Date, tovest 25% on each anniversary of the Effective Date. Upon a Change of Control, all unvestedRestricted Stock and Stock Options shall immediately vest. Subject to the previous sentence,Company acknowledges and agrees that the Restricted Stock and Stock Options set forth in theLetter Agreement shall continue to vest on the same schedule as in effect on the date hereof inaccordance with the terms of the Letter Agreement.          (d) If, after the Effective Date , Executive’s employment is terminated by Company at anytime within three months before, or 12 months after the occurrence of a Change of Control (exceptfor Cause): (i) all Stock Options and Restricted Stock granted to Executive by Company, , shallvest upon the date of Executive’s employment termination, (ii) Company shall pay Executive no laterthan 15 days after his termination all amounts of accrued but unpaid Base Compensation to the dateof Executive’s employment termination and a pro-rata amount of the targeted Annual Bonus for thatyear, (iii) Company shall pay Executive no later than 30 days after his termination an amount equalto two years Base Compensation, plus two years targeted Annual Bonus based upon the BaseCompensation then in effect, and (iv) Company shall provide health and dental insurance toExecutive at the same level of benefit and participation that was in effect at the time ofExecutive’s termination of employment at Company’s sole expense until the earlier of (a) two yearsfrom the date of Executive’s termination of employment at the Company or (b) the commencement ofExecutive’s employment with another employer, provided Executive enters into a Release Agreementsubstantially on the terms and in the form attached hereto as Exhibit “A”. Except as otherwisespecifically set forth in this Section 5(c), all Base Compensation, Annual Bonus, and any othercompensation and benefits provided herein shall cease accruing at the time of such termination,subject to the terms of any benefit or compensation plans then in force and applicable to Executivethat, by their terms, extend beyond termination of employment. Company shall have no other orfurther liability or obligation hereunder by reason of such termination. The Company will use itsbest efforts to provide security for any payments which may become due under this Section 5(d) in amanner reasonably satisfactory to Executive within 90 days from the execution hereof.          (e) Executive agrees and acknowledges that his employment and the other protections andbenefits of this Agreement are full, adequate and sufficient consideration for the restrictions andobligations set forth in Sections 11 and 12 hereof.          (f) Executive shall be reimbursed for all reasonable travel, business and entertainmentexpenses incurred by him in the performance of his duties hereunder, no less frequently than onceper month, subject to such limitations as may be established by the Board and revised by them fromtime to time. As a condition to the reimbursement of such expenses, Executive shall furnish tothe Company receipts for any reimbursable expense he incurs that is greater than $25.          (g) Except as provided in Sections 5(d) and 7 through 10 hereof, Executive shall not beentitled to any payment or benefit under any Company severance plan, practice or policy notspecifically provided for herein, in effect at or after the time of Executive’s termination sincethis Agreement supersedes all such plans, practices and policies.
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     6. Fringe Benefits. Executive shall be eligible for the following benefits (the“Fringe Benefits”) during the Term of Employment:          (a) Executive shall be eligible to participate in any health, dental, life, accident, longterm care or disability insurance, sick leave or other benefit plans or programs made available toother Executive Officers on terms at least equal to those available to other Executive Officers aslong as the plans and programs are kept in force by Company and provided that Executive meets theeligibility requirements and other terms, conditions and restrictions of the respective plans andprograms, with the understanding that the Company will keep in force throughout the Term of thisAgreement health, life, accident, long term care and disability insurance and sick leave benefitsequal to or greater than those in effect at the Commencement Date.          (b) Executive shall be entitled to four weeks paid vacation during each year, subject toCompany’s generally applicable policies relating to vacations, and excluding regularly scheduledCompany holidays.     7. Disability. If Executive suffers a Disability, as that term is defined in Section1 hereof, Company may terminate Executive’s employment relationship with Company at any timethereafter (after the expiration of time periods described in the definition of “Disability” inSection 1 hereof) by giving Executive 30 days prior written notice of termination. Thereafter,Company shall have no obligation to Executive for Base Compensation, Annual Bonus, Fringe Benefitsor any other form of compensation or benefit , except as otherwise required by law or under anybenefit or other plans that, by their terms, extend beyond termination of employment, and exceptfor (a) amounts of Base Compensation accrued through the date of termination and (b) reimbursementof appropriately documented expenses incurred by Executive before the termination of employment, tothe extent that Executive would have been entitled to such reimbursement but for the termination ofemployment. In addition, upon Executive’s termination as a result of Disability, Executive shall(i) receive from Company a pro-rata amount of the Annual Bonus for the year of the disabilitywithin 15 days of the date of termination as a result of Disability, and (ii) be entitled to electto continue participation in any health, dental, life, long term care, accident or disabilityinsurance plans of Company at Executive’s expense if such plans allow for continuation at no costto Company.     8. Death. If Executive dies during the Term of Employment, the Term of Employment andExecutive’s employment with Company shall terminate as of the date of Executive’s death.Thereafter, Company shall have no obligation to Executive or Executive’s estate for BaseCompensation, Annual Bonus, Fringe Benefits or any other form of compensation or benefit, except asotherwise required by law or under any benefit or other plans that, by their terms, extend beyondtermination of employment, and except for (a) amounts of Base Compensation that have accruedthrough the date of Executive’s death and (b) reimbursement of appropriately documented expensesincurred by Executive before his death, to the extent that Executive would have been entitled tosuch reimbursement but for the termination of employment. In addition, upon Executive’stermination as a result of his death, Executive’s estate shall (i) receive from Company a pro-rataamount of the Annual Bonus for the year in which Executive’s death occurs within 15 days of thedate of death of Executive and (ii) be entitled to elect to continue participation in any health,dental or long term care insurance plans of Company at Executive’s estate’s expense if such plansallow for continuation at no cost to Company.
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     9. Termination for Cause. Company may terminate Executive’s employment at any timefor Cause, effective not less than ten days after written notice of such termination to Executive.Upon the effective date of termination of Executive under this Section 9, Company shall have noobligation to Executive for Base Compensation, Annual Bonus, Fringe Benefits, or any other form ofcompensation or benefits other than (a) amounts of Base Compensation accrued through the effectivedate of termination, and (b) reimbursement of appropriately documented expenses incurred byExecutive before the effective date of termination of employment, to the extent that Executivewould have been entitled to such reimbursement but for the termination of employment. Executivewill also be entitled to elect to continue participation in any health dental, life, accident, longterm care or disability insurance plans of Company at Executive’s expense if such plans allow forcontinuation at no cost to Company.     10. Termination without Cause.          (a) Company may terminate Executive’s employment relationship with Company at any time withoutCause upon 30 days prior written notice to Executive. If Company terminates Executive’s employmentunder this Section 10, Company shall have no obligation to Executive for Base Compensation, AnnualBonus, Fringe Benefits, or any other form of compensation or benefits other than the following: (i)all Stock Options and Restricted Stock granted to Executive by Company shall vest upon theeffective date of Executive’s employment termination, (ii) Company shall pay Executive no laterthan 15 days following the effective date of Executive’s termination all amounts of accrued butunpaid Base Compensation to the effective date of Executive’s employment termination and a pro-rataamount of the targeted Annual Bonus for that year, (iii) Company shall pay Executive no later than30 days following the effective date of Executive’s termination an amount equal to two years BaseCompensation, plus two years targeted Annual Bonus based upon the Base Compensation then in effect,and (iv) Company shall provide health and dental insurance to Executive at the same level ofbenefit and participation that was in effect at the time of Executive’s termination of employmentat Company’s sole expense until the earlier of (i) two years following the effective date ofExecutive’s termination or (ii) the commencement of Executive’s employment with another employer,provided Executive enters into a Release Agreement substantially on the terms and in the formattached hereto as Exhibit “A”. Except as otherwise specifically set forth in this Section 10(a),all Base Compensation, Annual Bonus, and any other compensation and benefits provided herein shallcease accruing at the time of such termination, subject to the terms of any benefit or compensationplans then in force and applicable to Executive that, by their terms, extend beyond termination ofemployment. Company shall have no other or further liability or obligation hereunder by reason ofsuch termination. The Company will use its best efforts to provide security for any payments whichmay become due under this Section 10(a) in a manner reasonably satisfactory to Executive within 90days from the execution hereof. Executive shall also receive reimbursement of appropriatelydocumented expenses incurred by Executive before the effective date of termination of Executive’semployment, to the extent that Executive would have been entitled to such reimbursement but for thetermination of employment.          (b) Executive may terminate his employment with Company for any or no reason, upon 30 daysprior written notice to Company. If such notice is provided by Executive, Company, in its solediscretion, may waive the notice period or any portion thereof, and terminate Executive, providedthat Company shall pay Executive no later than 15 days after his termination all
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accrued but unpaid Base Compensation and provide all Fringe Benefits to Executive as well asany Annual Bonus that has been awarded but not yet paid through the end of the notice period. Upontermination by Executive of his employment under the provisions of this Section 10(b), the Companyshall have no obligation to Executive for Base Compensation, Annual Bonus, Fringe Benefits or anyother form of compensation or benefits other than (a) amounts of Base Compensation, vestedRestricted Stock and Stock Options accrued through the effective date of termination and (b)reimbursement of appropriately documented expenses incurred by Executive before the effective dateof termination of employment, to the extent that Executive would have been entitled to suchreimbursement but for his termination of his employment.          (c) Termination of Executive’s employment pursuant to Sections 5(d), and 7 through 10, shallrelease Company of all its liabilities and obligations under this Agreement, except as expresslyprovided in Sections 5(d), and 7 through 10. Termination of Executive’s employment pursuant tothese Sections shall not, however, release Executive from Executive’s obligations and restrictionsas stated in Sections 11 and 12 hereof.          (d) Executive may terminate his employment with Company at any time for ConstructiveDismissal. Upon termination of Executive’s employment relationship under this Section 10(d),Company shall have no further obligation to Executive for Base Compensation, Annual Bonus, FringeBenefits, or any other form of compensation or benefit, except as otherwise required by law or asset forth in benefit plans provided at Company expense. Notwithstanding the foregoing sentence, atermination pursuant to this Section 10(d) shall be treated as if Executive was terminated withoutCause pursuant to Section 10(a) and he shall be entitled to the benefits and payments set forth inand in accordance with Section 10(a).     11. 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 or electronically furnished to Executive byCompany or developed by Executive on behalf of Company or at Company’s direction or for Company’suse or otherwise in connection with Executive’s employment hereunder, are and shall remain the soleproperty of Company, including in each case all copies thereof in any medium, including computertapes and other forms of information storage. If Company requests the return of such materials atany time during or at or after the termination of Executive’s employment, Executive shall deliverall copies of the same to Company immediately.     12. Noncompetition, Trade Secrets, Etc. Executive hereby acknowledges that, duringand solely as a result of his employment by Company, Executive has had and will have access toConfidential Information as that term is defined herein. In consideration of such special andunique opportunities afforded by Company to Executive as a result of Executive’s employment and theother benefits referred to within this Agreement, Executive hereby agrees as follows:          (a) From the date hereof until 24 months following the termination of Executive’s employmentwith Company, for any or no reason, whether initiated by Executive or Company (“RestrictedPeriod”):
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               (i) Executive 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, executive,consultant or otherwise) or be financially interested in any business operating within the UnitedStates (the “Restricted Area”), which engages in the Business, or any other business activitieswhich are 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 Executive’s employment, or any other business activities which are materially thesame as the Business for any of Company’s past, present or prospective clients, customers oraccounts; provided however, nothing contained in this Section 12 shall prevent Executive 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 in a national marketsystem.               (ii) Induce or attempt to influence any Executive Officer, customer, independent contractor orsupplier of Company to terminate employment or any other relationship with Company. During theRestricted Period, or while Executive is still employed by Company, Executive shall not, directlyor indirectly, disclose or otherwise communicate to any of the clients, customers or accounts ofCompany, its Affiliates or any Subsidiary thereof that he has been terminated, is consideringterminating or has decided to terminate employment with Company.          (b) During the Restricted Period, Executive shall not use for Executive’s personal benefit, ordisclose, communicate or divulge to, or use for the direct or indirect benefit of any person, firm,association, or company other than Company, any “Confidential Information” which term shall meanany information regarding the business methods, business policies, policies, procedures,techniques, research or development projects or results, historical or projected financialinformation, budgets, trade secrets, or other knowledge or processes of or developed by Company orany names and addresses of customers or clients or any data on or relating to past, present orprospective Company customers or clients or any other confidential information relating to ordealing with the business operations or activities of Company, made known to Executive or learnedor acquired by Executive while in the employ of Company. Confidential Information shall notinclude (1) information unrelated to Company or its businesses which was lawfully received byExecutive free of restriction from another source having the right to so furnish such ConfidentialInformation; or (2) information after it has become generally available to the public or toindustry competitors without breach of this Agreement by Executive; or (3) information which atthe time of disclosure to the Executive was known to Executive to be free of restriction asevidenced by documentation from the Company which Executive possesses; or (4) information whichCompany agrees in writing is free of such restrictions. All memoranda, notes, lists, records,files, documents and other papers and other like items (and all copies, extracts and summariesthereof) made or compiled by Executive or made available to Executive concerning the business ofCompany shall be Company’s property and shall be delivered to Company promptly upon the terminationof Executive’s employment with Company or at any other time on request. The foregoing provisionsof this Section 12(b) shall be in addition to (and not a limitation of) any applicable protectionsof Company’s interest in confidential information, trade secrets and the like provided byapplicable statutes, laws, rules, regulations or judicial interpretations thereof. At thetermination of Executive’s
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employment with Company, Executive shall return to Company all copies of ConfidentialInformation in any medium, including computer tapes and other forms of data storage.          (c) Any and all writings, inventions, improvements, processes, procedures and/or techniqueswhich Executive may make, conceive, discover or develop, either solely or jointly with any otherperson or persons, at any time when Executive is an employee of Company, whether or not duringworking hours and whether or not at the request or upon the suggestion of Company, which relate toor are useful in connection with the Business or with any business now or hereafter carried on orcontemplated by Company, including developments or expansions of its present fields of operations,shall be the sole and exclusive property of Company. Executive shall make full disclosure toCompany of all such writings, inventions, improvements, processes, procedures and techniques, andshall do everything necessary or desirable to vest the absolute title thereto in Company.Executive shall write and prepare all specifications and procedures regarding such inventions,improvements, processes, procedures and techniques and otherwise aid and assist Company so thatCompany can prepare and present applications for copyright or letters patent therefore and cansecure such copyright or letters patent wherever possible, as well as reissues, renewals, andextensions thereof, and can obtain the record title to such copyright or patents so that Companyshall be the sole and absolute owner thereof in all countries in which it may desire to havecopyright or patent protection. Executive shall not be entitled to any additional or specialcompensation or reimbursement regarding any and all such writings, inventions, improvements,processes, procedures and techniques.          (d) Executive acknowledges that the restrictions contained in the foregoing Sections 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 onExecutive or significantly impair Executive’s ability to earn a livelihood, and that any violationthereof would result in irreparable injuries to Company. Executive and Company acknowledge that,in the 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 should be adjudged unreasonable in anyproceeding, then the period of time shall be reduced by such amount or the area shall be reduced bythe elimination of such portion or both such reductions shall be made so that such restrictions maybe enforced for such time and in such area as is adjudged to be reasonable. If Executive violatesany of the restrictions contained in the foregoing Sections, the Restricted Period shall beextended by a period equal to the length of time from the commencement of any such violation untilsuch time as such violation shall be cured by Executive Executive hereby expressly consents tothe jurisdiction of any court within the Eastern District of Pennsylvania for the purpose ofseeking a preliminary or permanent injunction as described above in Section 12(d) hereof, andagrees to accept service of process by certified mail return receipt requested relating to any suchproceeding. Company may supply a copy of this Section 12 to any future or prospective employer ofExecutive or to any person to whom Executive has supplied information if Company determines in goodfaith that there is a reasonable likelihood that Executive has violated or will violate thisSection 12.
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     13. Prior Agreements. Executive represents to Company that there are no restrictions,agreements or understandings, oral or written, to which Executive is a party or by which Executiveis bound that prevent or make unlawful Executive’s execution or performance of this Agreement.     14. 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.          (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 addresseeaddressed as set forth below: (i) If to Executive: