Exhibit 10









 




Exhibit 10.8(l)




EMPLOYEE AGREEMENT




 




This Employment Agreement (the “Agreement”)

sets forth the terms of employment by and between TRM Corporation (the

“Company”) and Kenneth L. Tepper (“you”, the “Executive”) in effect as of

December 18, 2001 and as approved by the Compensation Committee and Board of

Directors of the Company;




 




 




1.             Employment

Agreement




 




1.1       Employment




 




(a)          You will hold the position of Chairman of the

Board of the Board of Directors of the Company and perform those duties as are

generally associated with such position. You agree to comply with all

applicable policies and procedures of the Company, and to devote such time,

energy and skill to your assignment as the Board of Directors of the Company

considers reasonably necessary for the performance of your duties.  Your employment hereunder with the Company

shall constitute your exclusive and full time employment.  You and the Company understand and agree

that circumstances may arise in which you and the Company may mutually agree to

change, in whole or in part, the scope of your responsibilities and the title

of your position.




 




(b)         Your employment with the Company will continue

under this Agreement until terminated by you or the Company as provided in

paragraph 2.1, below. Notwithstanding the designation of a term for this

Agreement, your employment with the Company will be on an “at will” basis with

both you and the Company retaining the right to terminate the employment

relationship at any time and for any reason, without liability on the part of

the Company or any affiliated or related corporation for the termination,

except as expressly provided in this Agreement. Your last day of employment

with the Company is referred to herein as your Separation Date.




 




1.2       Salary.  During the first term of this Agreement, you

will be paid the annualized equivalent of $275,000 as base salary, payable in

installments on regular Company paydays. The first term shall end on December

18, 2003.  Thereafter, your base salary

shall be set annually by the Board of Directors of the Company.




 




1.3       Options.  The Company grants you 100,000 options to

purchase the common stock of the Company at a strike price of $1.25 per share,

which options will vest monthly over the term of this Agreement.




 




1.4

    Benefits.  You will be given an opportunity to earn a

bonus in each calendar year during the term of this Agreement upon the

achievement of performance criteria to be established at the discretion of the

Board of Directors of the Company. You will also be eligible to receive incentive

compensation as the Board of Directors of the Company may approve from

time-to-time in its discretion, and fees associated with service on the Board

of Directors and Executive Board of Directors of the Company.  You will also be eligible to participate in

any benefit plans or programs generally available to the Company’s management

as the Board of Directors shall from time-to-time approve, which shall include

at least four weeks of paid time off (PTO) time a year and use of a Company

lease automobile.




 




2.             Termination

of Agreement




 




2.1       Termination.  The term of this Agreement shall continue

until terminated earlier as follows:




 




(a)          This Agreement may be terminated by you for

any reason upon 30 days’ written notice to the Company.




 




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(b)         This Agreement may be terminated by the

Company for any reason at any time with 30 days’ written notice to you, subject

only to the obligation of the Company, if you are terminated for reasons other

than those specified in paragraph 2.2, to pay severance pay according to the

following formula:




 




(i)             Twelve months pay

plus an additional one month’s pay for each year of employment of you by the

Company (based on your hire date), up to a maximum of 24 months pay (the “Salary

Continuation Period”), plus (ii) all incentive compensation earned but

unpaid on or prior to the Separation Date, plus (iii) health insurance and

automobile usage for the Salary Continuation Period at the same coverage level

as in effect immediately prior to the Separation Date. Severance pay may be

paid to you at your option in a lump sum or in regular payroll period

installments.




 




(c)          This Agreement shall automatically terminate

in the event of your death or disability. 

For purposes of this Agreement, “disability” shall mean inability to

perform all or substantially all of your responsibilities for a period of more

than three (3) months.




 




(d)         Eligibility for severance pay is conditioned

upon your execution of a Release of Claims in a form provided by the Company at

the time of termination.




 




2.2       Ineligibility

for Severance Pay.  With respect

to subparagraph 2.1(b), you will not be eligible for severance pay under this

Agreement if:




 




(a)          you voluntarily resign or retire from your

employment at any time and for any reason except because of an involuntary

reduction in your base salary;




 




(b)         the Company terminates your employment for

cause (as defined in paragraph 2.3, below) or your employment terminates due to

your death or disability;




 




(c)          you breach the terms of paragraph 3; or




 




(d)         you fail or refuse to sign the Release of

Claims form provided by the Company at the time of termination.




 




2.3       Definition

of Cause.  For purposes of this

Agreement, “cause” for termination shall be defined as (i) any misappropriation

of funds or property of the Company by you; (ii) the conviction of or plea

of guilty or nolo contendere by you of a felony or of any crime involving moral

turpitude; (iii) your engagement in illegal, immoral or similar conduct

tending to place you or the Company, by association with you, in disrepute;

(iv) indulgence in alcohol or drugs to an extent that renders you unable

or unfit to perform his duties hereunder; or (v) your gross dereliction of

duty.




 




3.             Confidentiality




 




3.1       Preservation

and Non-Use of Confidential Information. 

You acknowledge that you have a fiduciary duty as an officer and

employee of the Company not to discuss Confidential Information obtained during

your employment with the Company.  For

purposes of this Agreement, “Confidential Information” means any and all

confidential or proprietary information concerning the Company or its

affiliates, joint venturers or other related entities (“The Company Group”),

the disclosure of which could disadvantage The Company Group.  Confidential Information includes trades

secrets as defined under the Uniform Trades Secrets Act.




 




Except

pursuant to your employment by the Company and as directed by the Board of

Directors of the Company, you agree not to use Confidential Information, during

the term of this Agreement or after its termination for a period of five years,

for any personal or business purpose, either for your own benefit or that of

any other person, corporation, government or other entity.




 




You also agree

that, except pursuant to your employment by the Company as directed by the

Board of Directors of the Company, you will not disclose or disseminate any

Confidential Information, directly 




 




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or indirectly,

at any time during the term of this Agreement or after its termination, to any

person, agency, or court unless compelled to do so pursuant to legal process (e.g.,

a summons or subpoena) or otherwise required by law and then only after

providing the Company with prior notice and a copy of the legal process.




 




3.2       Covenant

not to Compete.  You also agree that

while employed by the Company, and for a period of one year after the

termination of employment, you shall not compete with the Company, either

directly or indirectly, in the geographical areas where the Company does

business, and you shall not perform services for or own an interest in any

business that does so.




 




4.             Return

of Property




 




On or before

your Separation Date, except as agreed to by the Company, you will return all

property belonging to The Company, including, but not limited to, all

documents, business machines, computers, computer hardware and software

programs, computer data, telephones (cellular, mobile or otherwise), pagers,

keys, card keys, credit cards and other Company-owned property.




 




5.             Right

To Consult with Attorney




 




You have the

right to consult with an attorney or financial advisor at your own expense

regarding this Agreement.




 




6.             Dispute

Resolution




 




You agree that

any dispute (1) concerning the interpretation or construction of this

Agreement, (2) arising from your employment with or termination of

employment from the Company, (3) relating to any compensation or benefits

you may claim, or (4) relating in any way to any claim by you for

reinstatement or reemployment by the Company after execution of this Agreement

shall be submitted to final and binding confidential arbitration.  Except as specifically provided herein, the

arbitration shall be governed by the rules of the American Arbitration

Association or such other rules as agreed to by the parties.  Each party shall be responsible for its or

his own costs and attorneys’ fees relating to mediation and arbitration.  Both parties agree that the procedures

outlined in this paragraph are the exclusive methods of dispute resolution.




 




7.             Entire

Agreement




 




This Agreement

contains the entire agreement between you and the Company concerning the

subject matters discussed herein and supersedes any other discus­sions,

agreements, representations or warranties of any kind.  Any modification of this Agreement shall be

effective only if in writing and signed by each party or its duly authorized

representative.  This Agreement

supersedes all prior employment agreements between you and the Company or any

corporation affiliated with or related to the Company.  The terms of this Agreement are contractual

and not mere recitals.  If for any

reason any provision of this Agreement shall be held invalid in whole or in

part, such invalidity shall not affect the remainder of this Agreement.




 




This Agreement

shall be construed in accordance with the laws of the state of Oregon (without

regard to the conflicts of laws provisions thereof).




 




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In order to reflect your voluntary acceptance

and agreement with these terms, please sign and return the enclosed copy of

this Agreement. The date of this Agreement shall be December 18, 2001.




 




	

   


  	

  By:


  	

  /s/ Edward Cohen


  	

   


  
	

   


  	

   


  	

  Edward Cohen


  
	

   


  	

   


  	

  Chairman, Compensation Committee


  





 




ACKNOWLEDGMENT AND AGREEMENT:




I have read this Agreement and

voluntarily enter into this Agreement after careful consideration and the

opportunity to review it with financial or legal counsel of my choice.




 




	

   


  	

  /s/ Kenneth L. Tepper


  	

   


  
	

  Kenneth L. Tepper


  	

   


  
	

   


  	

  Executive


  





 




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