exv10w6xby



 










Exhibit 10.6(b)




RETAINER AGREEMENT




     THIS AGREEMENT, made this 31 day of May, 2007, by and between TRM Corporation, an Oregon
corporation (hereinafter called “Company”) and Jeffrey F. Brotman, an individual residing
in Pennsylvania (hereinafter called “Chairman”).



W I T N E S S E T H:




     WHEREAS, Chairman has been President and Chief Executive Officer of Company since March 2006
and Chairman of the Board of Directors since September 2006 pursuant to an agreement between
Chairman and Company dated May 3, 2006 (the “Employment Agreement”);



     WHEREAS, on the Effective Date (as defined herein), Richard B. Stern shall become the
President and Chief Executive Officer of Company and Chairman shall remain Chairman of the Board of
Directors;



     WHEREAS, Company wishes to continue to retain Chairman as Chairman of the Board of Directors
of Company, and Chairman wishes to continue to serve as Chairman of the Board of Company, and both
parties wish to gain the protections and benefits contained in this Retainer Agreement
(“Agreement”);



     NOW, THEREFORE, in consideration of the premises, mutual promises and covenants contained
herein and 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 forth
below.



          “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 is
under common control with, such entity; or (ii) with respect to Chairman, is a parent, spouse or
child of Chairman, including persons in an adopted or step relationship.




          “Annual Bonus” shall mean for any calendar year, the aggregate amount of any bonuses
paid during such calendar year to Chairman pursuant to the Employment Agreement until the Effective
Date and thereafter pursuant to Section 6(c) hereof.




          “Award Agreement” shall have the meaning set forth in Section 6(b) hereof.




          “Base Compensation” shall mean the annual rate of compensation received by Chairman
under the Employment Agreement until the Effective Date and pursuant to Section 6(a) thereafter, as
such amount may be adjusted from time to time.




          “Board” shall mean the Board of Directors of Company.




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          “Business” shall mean the business conducted by Company or any Subsidiary or corporate
parent thereof or entity sharing a common corporate parent with Company on the date of execution of
this Agreement, including business activities in developmental stages, business activities which
may be developed by Company, or by any Subsidiary or corporate parent thereof or entity sharing a
common corporate parent with Company, during the period of Chairman’s service to Company, and all
other business activities which flow from a reasonable expansion of any of the foregoing during
Chairman’s service to Company and about 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 is
required to perform under the terms of this Agreement or acts in a manner that is materially
contrary to the best interests of Company, and such breach, neglect or act is not cured within 30
days after written notice thereof to Chairman that reasonably details the nature of such breach,
neglect or act;




          (b) The reasonable belief of a majority of the Board, excluding Chairman, that Chairman has
committed a crime of moral turpitude or has entered a plea of nolo contendere (or similar plea) to
a charge of such an offense;




          (c) Chairman uses alcohol in an inappropriate manner or any unlawful controlled substance
while performing his duties under this Agreement and such use materially interferes with the
material performance of Chairman’s duties under this Agreement;




          (d) Chairman commits any act of criminal fraud, material dishonesty or misappropriation
relating to or involving the Company;




          (e) Chairman materially violates a rule(s), regulation(s), policy(ies), plan(s) or express
direction(s) of the Board; or




          (f) Chairman engages in the unauthorized disclosure of Confidential Information.




          “Change of Control” shall be deemed to have occurred upon the earliest to occur of the
following events:




          (a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets (including in the Company’s subsidiaries) of Company
and its subsidiaries taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of
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 or
consolidation) the result of which is that any “Person” (as that term is used in Section




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13(d)(3) of the Exchange Act), becomes the “Beneficial Owner” (as that term is used in Section
13(d)(3) of 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 or
merges with or into the Company, in either case under this clause (d), in one transaction or a
series of related transactions in which immediately after the consummation thereof Beneficial
Owners (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of Voting Stock
representing in the aggregate a majority of the total voting power of the Voting Stock of Company
immediately prior to such consummation are not Beneficial Owners, directly or indirectly, Voting
Stock representing a majority of the total voting power of the Voting Stock of Company or the
surviving or transferee Person immediately following such consummation.




          “Commencement Date” shall have the meaning specified in Section 5 hereof.




          “Compensation Committee” shall mean the compensation committee of the Board or any
other committee or designee of the Board (including the entire Board if no such committee exists at
the time of determination) assigned the responsibilities now assigned to the compensation committee
of the Board.




          “Confidential Information” shall have the meaning specified in Section 10(b) hereof.




          “Disability” shall mean Chairman’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 on which
Company is closed for a holiday) out of a consecutive period of 12 months, to perform the essential
duties of Chairman s position, due to a disability as that term is defined in the Americans with
Disabilities Act.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




          “Plan” shall have the meaning specified in Section 6(b) hereof.




          “Restricted Area” shall have the meaning specified in Section 10(a)(i) hereof.




          “Restricted Period” shall have the meaning specified in Section 10(a) hereof.




          “Restricted Stock” shall mean common stock of Company granted under the Plan subject
to a restriction period.




          “Stock Options” shall mean options to purchase common stock of Company granted under
the Plan.




          “Subsidiary” shall mean, with respect to any Person:




          (a) any corporation, association or other business entity (other than an entity referred to in
clause (b) below) of which more than 50% of the total Voting Stock is at the time




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owned or controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (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 such
Person or a Subsidiary of such Person, or (ii) if there are more than a single general partner or
member, either (x) the only general partners or managing members of which are such Person and/or
one or more Subsidiaries of such Person (or any combination thereof) or (y) such Person owns or
controls, directly or indirectly, a majority of the outstanding general partner interests, member
interests or other Voting Stock of such partnership, limited liability company or joint venture,
respectively.




          “Term of Service” shall mean the period specified in Section 5 hereof as the same may
be terminated in accordance with this Agreement.




          “Voting Stock” means the equity interests of such person pursuant to which the holders
thereof have the general voting power under ordinary circumstances to vote for the election of
directors (or persons performing similar functions).




     2. Termination of Employment Agreement.



          (a) Effective June 15, 2007 (the “Effective Date”), Chairman hereby resigns as the
President and Chief Executive Officer of the Company and, except as otherwise specifically provided
in this Agreement, the Employment Agreement shall terminate.




          (b) On the Effective Date, Chairman shall receive an amount, in cash, equal to (i) the amount
of his Base Salary (as such term is defined in the Employment Agreement) attributable to all
accrued but unused paid-time-off provided for in the Employment Agreement, plus (ii) accrued but
unpaid Base Salary up to the Effective Date and bonuses, if any.




     3. Retainer. Company and Chairman hereby agree that Chairman shall continue his
service as Chairman of the Board of Directors of Company during the Term of Service, subject to the
terms and conditions specified in this Agreement.



     4. Duties.



          (a) Chairman shall render such services as are necessary and desirable to protect and advance
the best interests of Company, shall preside at all meetings of the Board and, if requested by the
President, shall preside at meetings of the shareholders. Chairman shall perform such other duties
as may be prescribed by the Board from time to time. Chairman agrees to use his best efforts to
carry out such duties and responsibilities under this Section 4 but shall be required to devote
only so much of his time and attention to the Business as may be required to fulfill his duties.




          (b) Chairman may engage in charitable, civic, fraternal, trade and professional association
activities that do not interfere with Chairman’s obligations to Company.




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          (c) It is recognized that Chairman in the past has invested and participated, and it is
acknowledged and agreed that Chairman in the future will, subject to Section 10 hereof, invest and
participate, in business endeavors separate and apart from Company, in his discretion.




     5. Term. Chairman shall serve as Chairman of the Board of Directors for so long as he
shall remain a director of Company (the “Term of Service”). Before the end of Chairman’s
initial or any subsequent term as director, and in sufficient time to permit Chairman’s name to be
included in any proxy solicitation for election of directors, the Board of Directors of Company
shall nominate Chairman for a new term as director, unless Chairman gives written notice that he
does not wish to be re-nominated. Chairman acknowledges and agrees that Chairman’s continued
service as a director (and, as a result, as chairman) is contingent upon the vote of shareholders
of Company, and that Company cannot guarantee the term of his Chairmanship. During the Term of
Service, this Agreement and Chairman’s service may otherwise be terminated in accordance with
Section 7 below.



     6. Compensation and Benefits.



          (a) For his service hereunder, Chairman shall receive Base Compensation at the gross annual
rate of two hundred twenty five thousand USD ($225,000.00), payable in equal monthly installments
or in such other installments as may be directed by Chairman. The Base Compensation shall be
reviewed annually, on or around the anniversary date of the commencement date of this Agreement to
ascertain, in the sole discretion of the Compensation Committee, the amount, if at all, the
Chairman’s Base Compensation should be increased, but it shall not be decreased.




          (b) Company acknowledges and agrees that termination of Chairman’s service as President and
Chief Executive Officer shall not constitute a termination of Chairman’s service to Company within
the meaning of Section 1(b) of the Award Agreement between Company and the Chairman, dated May 15,
2006 (the “Award Agreement”), and (subject to Section 7(a) hereof) as a result, the
Chairman’s restricted stock shall continue to vest on the same vesting schedule as in effect on the
date hereof. Company hereby ratifies that Chairman is a “Participant” under Company’s 2005 Omnibus
Stock Incentive Plan (the “Plan”) as the intent and language of the Plan includes a person
who serves as a director of Company.




          (c) Chairman also shall be eligible to receive an Annual Bonus each fiscal year in such amount
as shall be determined by a majority of the Board of Directors or the Compensation Committee, in
their sole discretion. The Annual Bonus shall be payable, at Chairman’s discretion, either in a
single lump-sum payment, or in equal monthly or other periodic installments beginning no later than
ninety (90) days after the end of the relevant fiscal year.




          (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 compensation
from the Company) would constitute “excess parachute payments,” as that term is defined for
purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and
Treasury Regulations 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 excess parachute payments and on the additional cash payments made under this





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paragraph, Chairman would have a net amount equal to the amount Chairman would have received
under the terms of this Agreement if no portion of such payments and/or benefits were treated as
excess parachute payments for purposes of Code Section 280G.




          (e) Chairman agrees and acknowledges that his service and the other protections and benefits
of this Agreement are full, adequate and sufficient consideration for the restrictions and
obligations set forth in Sections 9 and 10 of this Agreement.




     7. Termination without Cause.



          (a) If Chairman is removed from his position as Chairman at any time within three months
before or twelve months after the occurrence of a Change in Control or for any other reason except
for Cause, (i) all Stock Options and Restricted Stock granted to Chairman by Company, which
pursuant to the terms of the applicable plan vest upon a Change in Control, shall vest upon the
date of Chairman’s termination, and shall be exercisable by 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 of Base Compensation plus Annual Bonus multiplied by 2.99. Except as otherwise specifically
set forth in this Section 6(e), all Base Compensation, Annual Bonus, additional bonus, and any
other compensation and benefits provided herein shall cease at the time of such termination,
subject to the terms of any benefit or compensation plans then in force and applicable to Chairman,
and Company shall have no liability or obligation hereunder by reason of such termination. Chairman
shall be reimbursed for all reasonable business expenses incurred by him in the performance of his
duties hereunder, subject to such limitations as may be established by the Board and revised by
them from time to time. As a condition to the reimbursement of such expenses, the Chairman shall
furnish to Company receipts for any reimbursable expense he incurs that is greater than $25.
Effective upon execution of this Agreement, the Compensation Committee has amended the Award
Agreement to allow for the vesting provided in this Section 7(a).




          (b) Chairman may terminate his service with Company within one (1) year after a Change of
Control, in which case 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.




          (c) Termination of Chairman’s service pursuant to this Section 7 shall release Company of all
its liabilities and obligations under this Agreement, except as expressly provided in this Section
7. Termination of Chairman’s service pursuant to this Section 7 shall not, however, release
Chairman from Chairman’s obligations and restrictions as stated in Sections 9 and 10 of this
Agreement.




          (d) Other than as reflected herein under Section 6, Chairman shall not be entitled to any
payment or benefit under any Company severance plan, practice or policy, if any, in effect at or
after the time of Chairman’s termination since this Agreement supersedes all such plans, practices
and policies.




     8. Termination for Cause. If Chairman is removed as chairman of the Board or as a
director for Cause, Company shall have no further obligation to Chairman under this Agreement for
Base Compensation, Annual Bonus, or any other form of compensation or benefits other than (a)
amounts of Base Compensation accrued through the effective date of removal, and (b)



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reimbursement of appropriately documented expenses incurred by Chairman before his removal, to
the extent that he would have been entitled to such reimbursement but for his removal. If Chairman
is removed as chairman of Company but not as a director, he shall be entitled to the compensation
generally provided by Company to its non-employee directors.



     9. Company Property. All advertising, sales, manufacturers’ and other materials or
articles 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 developed
by Chairman on behalf of Company or at Company’s direction or for Company’s use or otherwise in
connection 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 forms
of information storage. If Company requests the return of such materials at any time during or at
or after the termination of Chairman’s service, Chairman shall deliver all copies of the same to
Company promptly.



     10. Noncompetition, Trade Secrets, Etc. Chairman hereby acknowledges that, during and
solely as a result of his service as Chairman to the Company, Chairman has had and will have access
to Confidential Information as that term is defined herein. In consideration of such special and
unique opportunities afforded by Company to Chairman as a result of Chairman’s service and the
other 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’s
service to the Company, for any or no reason, whether initiated by Chairman or Company
(“Restricted Period”);




               (i) Chairman shall not, for his own benefit or the benefit of any third party, directly or
indirectly engage in (as a principal, shareholder, partner, director, officer, agent, chairman,
consultant or otherwise) or be financially interested in any business operating within the United
States (the “Restricted Area”), which engages in the Business, or any other business activities
which are materially the same as and which are in direct competition with the Business, or with any
business activities carried on by Company or being planned by Company, at the time of the
termination of Chairman’s service, or any other business activities which are materially the same
as the Business for any of Company’s past, present or prospective clients, customers or accounts;
provided however, nothing contained in this Section 10 shall prevent Chairman from holding for
investment less than five percent (5%) of any class of equity securities of a company whose
securities are publicly traded on a national securities exchange or in a national market system.



               (ii) Induce or attempt to influence any executive officer, customer, independent contractor or
supplier of Company to terminate employment or any other relationship with Company. During the
Restricted Period, Chairman shall not, directly or indirectly, disclose or otherwise communicate to
any of the clients, customers or accounts of Company, its Affiliates or any Subsidiary thereof that
he has been terminated, is considering terminating or has decided to terminate his service to
Company.



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          (b) During the Restricted Period, Chairman shall not use for Chairman’s 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 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 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 Company, made known to Chairman or learned or
acquired by Chairman while providing service to the Company. Confidential Information shall not
include (1) information unrelated to the Company which was lawfully received by Chairman free of
restriction from another source having the right to so furnish such Confidential Information; or
(2) information after it has become generally available to the public or to industry competitors
without breach of this Agreement by the Chairman; or (3) information which at the time of
disclosure to the Chairman was known to the Chairman to be free of restriction as evidenced by
documentation from the Company which the Chairman possesses, or (4) information which Company
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 summaries thereof)
made or compiled by Chairman or made available to Chairman concerning the business of Company shall
be Company’s property and shall be delivered to Company promptly upon the termination of Chairman’s
service to the Company or at any other time on request. The foregoing provisions of this Section
10(b) shall apply during and for a period of one (1) year after Chairman continues to serve as
Chairman of the Company and shall be in addition to (and not a limitation of) any legally
applicable protections of Company’s interest in confidential information, trade secrets and the
like. At the termination of Chairman’s service to the Company, Chairman shall return to Company all
copies of Confidential Information in any medium, including computer tapes and other forms of data
storage.




          (c) Any and all writings, inventions, improvements, processes, procedures and/or techniques
which Chairman may make, conceive, discover or develop, either solely or jointly with any other
person or persons, at any time when Chairman is providing service to Company, whether or not during
working hours and whether or not at the request or upon the suggestion of Company, which relate to
or are useful in connection with the Business or with any business now or hereafter carried on or
contemplated by Company, including developments or expansions of its present fields of operations,
shall be the sole and exclusive property of Company. Chairman shall make full disclosure to 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 Company. Chairman shall
write and prepare all specifications and procedures regarding such inventions, improvements,
processes, procedures and techniques and otherwise aid and assist Company so that Company can
prepare and present applications for copyright or letters patent therefore 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 Company shall be the
sole and absolute owner thereof in all countries in which it may desire to have copyright or patent
protection. Chairman shall not be entitled to any additional or special compensation or
reimbursement regarding any and all such writings, inventions, improvements, processes, procedures
and techniques.




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          (d) Chairman acknowledges that the restrictions contained in the foregoing Sections in view of
the nature of the business in which Company is engaged, are reasonable and necessary in order to
protect the legitimate interests of Company, that their enforcement will not impose a hardship on
Chairman or significantly impair Chairman’s ability to earn a livelihood, and that any violation
thereof would result in irreparable injuries to Company. Chairman 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, without
attempting arbitration, preliminary and permanent injunctive relief.




          (e) If the Restricted Period or the Restricted Area should be adjudged unreasonable in any
proceeding, then the period of time shall be reduced by such amount or the area shall be reduced by
the elimination of such portion or both such reductions shall be made so that such 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 Sections, the Restricted Period shall be
extended by a period equal to the length of time from the commencement of any such violation until
such time as such violation shall be cured by Chairman. Chairman hereby expressly consents to the
jurisdiction of any court within the Eastern District of Pennsylvania for the purpose of seeking a
preliminary or permanent injunction as described above in Section 10(d) hereof, and agrees to
accept service of process by certified mail return receipt requested relating to any such
proceeding. Company may supply a copy of Section 10 of this Agreement to any future or prospective
employer of Chairman or to any person to whom Chairman has supplied information if Company
determines in good faith that there is a reasonable likelihood that Chairman has violated or will
violate such Section 10.




     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 is
bound 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 party
to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude
any other or further exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any occurrence be
construed as a waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted 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 concerning
limitations of actions), shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, notwithstanding any conflict-of-laws doctrines of such jurisdiction
to the contrary, and without the aid of any canon, custom or rule of law requiring construction
against the draftsman.




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          (c) Notices. All notices, requests, demands and other communications required or
permitted 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 deposited
with a recognized national or regional courier service for delivery to the intended addressee or
two (2) days following the day when deposited in the United States mails, first class postage
prepaid, addressed as set forth below:





	 	(i)	 	If to Chairman:

Jeffrey F. Brotman

[_____________]

[_____________]
	 
	 	(ii)	 	If to Company:

TRM Corporation

1521 Locust Street, Second Floor

Philadelphia, PA 19102

Attn: President & Chief Executive Officer





     In addition, notice by mail shall be by air mail if posted outside of the continental United
States. Any party may alter the address to which communications or copies are to be sent by giving
notice of such change of address in conformity with the provisions of this Section for the giving
of notice.



          (d) Binding Nature of Agreement. This Agreement shall be binding upon Company and its
successors and assigns, including, but not limited to, any that occur as a result of a Change of
Control, and shall inure to the benefit of Company, its present and future Subsidiaries,
Affiliates, successors and assigns including any transferee of the business operation, as a going
concern, in which Chairman is employed and shall be binding upon Chairman, Chairman’s heirs and
personal representatives. None of the rights or obligations of Chairman hereunder may be assigned
or delegated, except that in the event of Chairman’s death or Disability, any rights of Chairman
hereunder 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 one
or more Affiliates or successors, but no such assignment shall relieve Company of its obligations
to Chairman if any such assignee fails to perform such obligations.




          (e) Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same instrument. This
Agreement shall become binding when one or more counterparts hereof, individually or taken
together, 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 and
separable from each other, and no provision shall be affected or rendered invalid or unenforceable
by virtue of the fact that for any reason any other or others of them may be invalid or
unenforceable in whole or in part.




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          (g) Entire Agreement. This Agreement contains the entire understanding among the
parties hereto with respect to service provided by Chairman to the Company, and supersedes all
prior and contemporaneous agreements and understandings, inducements or conditions, express or
implied, oral or written, except as herein contained. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent with any of the terms
hereof. This Agreement may not be modified or amended other than by an agreement in writing signed
by the parties hereto. Notwithstanding the foregoing, nothing herein shall limit the application of
any generally applicable Company policy, practice, plan or the terms of any manual or handbook
applicable to Company’s directors and executives generally, except to the extent the foregoing
directly conflict with this Agreement, in which case the terms of this Agreement shall prevail.




          (h) Section Headings. The Section headings in this Agreement are for convenience
only; 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 context
of vacation days, in computing the number of days for purposes of this Agreement, all days shall be
counted, including Saturdays, Sundays and holidays; provided, however, that if the final day of any
time period falls on a Saturday, Sunday or holiday on which federal banks are or may elect to be
closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday or
such holiday.




          (j) Gender, Etc. Words used herein, regardless of the number and gender specifically
used, shall be deemed and construed to include any other number, singular or plural, and any other
gender, masculine, feminine or neuter, as the context indicates is appropriate.




          (k) Jurisdiction of Courts. Any legal suit, action, claim, proceeding or
investigation arising out of or relating to Sections 9 or 10 of this Agreement may be instituted in
any state or federal court in the Eastern District of Pennsylvania, and each of the parties hereto
waives 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 or
investigation shall be effective against any party if given by registered or certified mail, return
receipt 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 is
ineffective, then Company shall be deemed to have appointed Julie H. Wilson, Esquire, Ledgewood,
P.C., 1900 Market Street, Suite 750, Philadelphia, Pennsylvania 19103, as the authorized agent of
Company to accept and acknowledge, on behalf of Company, service of any and all process which may
be served in any such suit, action, claim, proceeding or investigation. Nothing herein contained
shall be deemed to affect the right of any party to serve process in any manner permitted by law or
to commence legal proceedings or otherwise proceed against any other party in any jurisdiction
other than Pennsylvania.




          (l) Survival. All provisions of this Agreement which by their terms survive the
termination of Chairman’s service to Company, including without limitation the covenants of
Chairman set forth in Sections 9 and 10 and the obligations of Company to make any post-termination
payments under this Agreement, shall survive termination of Chairman’s service to the Company and
shall remain in full force and effect thereafter in accordance with their terms.




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     IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement in
Philadelphia, Pennsylvania as of the date first above written.



	 	 	 	 	 
	 	 	TRM Corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard Stern
	 

	 	 	 	 
	 

	 	 	 	Name: Richard Stern
	 

	 	 	 	Title: Chief Operating Officer
	 
	 	 	 	 
	 	 	Chairman
	 
	 	 	 	 
	 	 	/s/ Jeffrey F. Brotman
	 	 	 
	 	 	Jeffrey F. Brotman







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