exv10w7xiy



 






Exhibit 10.7(i)




RETAINER AGREEMENT




     THIS AGREEMENT, made this 11th day of November 2005, by and between TRM
Corporation, an Oregon corporation (hereinafter called “Company”), and Daniel G. Cohen, an
individual residing in Florida (hereinafter called “Chairman”).



WITNESSETH:




     WHEREAS, Company wishes to continue to retain Chairman as Chairman of the Board of Directors
of 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 as
Chairman and gain the protections and benefits contained in this Retainer Agreement (“Agreement”), Chairman
agrees to the covenants and restrictions contained herein;



     NOW, THEREFORE, in consideration of the facts, 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 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 is
under 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 sole
discretion of the majority of the Board of Directors or the Compensation Committee, as set forth in
Section 5(b), as such amount may be adjusted from time to time.




          “Base Compensation” shall mean the annual rate of compensation set forth in Section
5(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 corporate
parent thereof or entity sharing a common corporate parent with the Company on the date of
execution of this Agreement, including business activities in developmental stages, business
activities which may be developed by the Company, or by any Subsidiary or corporate parent thereof
or entity sharing a common corporate parent with the Company, during the period of Chairman’s
employment 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 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, including if Chairman performs his duties in
an incompetent manner, after written notice of the breach or neglect and thirty (30) days to cure
such breach or neglect;




          (b) The reasonable belief of a majority of the Board of Directors 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;




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




          (g) Chairman acts in
a manner that is materially contrary to the best interests of the Company
after 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 the
following events:




          (h) 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 the
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);




          (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 or
consolidation) 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) of
the 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 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 Persons
Beneficially Owning, directly or indirectly, Voting Stock representing in the aggregate a majority
of the total voting power of the Voting Stock of the Company immediately prior to such consummation
do not Beneficially Own, directly or indirectly, Voting Stock representing a majority of the total
voting 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 Company
are 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 period
of twelve (12) months, to perform the essential duties of Chairman’s position, due to a disability
as 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 owns
either 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 may
be terminated in accordance with this Agreement.




     2. Retainer.
Company hereby retains Chairman as Chairman of the Board of Directors
of the Company and Chairman hereby agrees
to 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 protect
and 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 association
activities that do not interfere with Chairman’s obligations to Company, but Chairman shall not
work for any other for-profit business without so disclosing such activity to the Board, in which
event the Board may not unreasonably withhold its consent to such activity. It is acknowledged that
Chairman 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 Initial
Term, 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 or
the successive anniversary of that date, Chairman gives written notice that he does not wish to
extend this agreement. Chairman acknowledges and agrees that the Company cannot guarantee the term
of his Chairmanship but, that if he is not re-elected to the Board of Directors, the payments and
stock and option vesting described below shall become effective. During the Term of Service, this
Agreement 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 Base
Compensation at the gross annual rate of one hundred fifty thousand USD ($150,000.00), payable
monthly or as otherwise 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 Board or the Compensation Committee, the amount, if at all, the Chairman’s Base
Compensation should be increased, but it shall not be decreased.




          (b) In addition to the foregoing compensation, Chairman is eligible to receive an Annual Bonus
each fiscal year in an 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 installments
beginning 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 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 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 of
Base Compensation plus Annual Bonus multiplied by 2.99. Except as otherwise specifically set forth
in this Section 5(c), 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.




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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 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 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 Section 6 of this Agreement.




     6. Fringe Benefits. As an inducement to Chairman to continue service hereunder, and
in consideration of Chairman’s covenants under this Agreement, Chairman shall be entitled to an
automobile leased by the Company on his behalf or an automobile allowance, consistent with Company
policy and practice. Company shall pay the automobile insurance for one vehicle used by Chairman
in connection with his service to the Company.



     7. Termination for Cause. Chairman’s service to the Company may be terminated by the
Board at any time for Cause as that term is defined in Section 1 herein, effective not less than
ten (10) days after written notice of such termination. Upon the effective date of termination of
Chairman 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) amounts
of Base Compensation, and vested Stock and Stock Options accrued through the effective date of
termination, and (b) reimbursement of appropriately documented expenses incurred by Chairman before
the written notice of termination of service, to the extent that Chairman would have been entitled
to 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 without
Cause upon ninety (90) days written notice. Notwithstanding termination of Chairman under this
Section 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 entitled
to 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, may
waive the notice period or any portion thereof, with pay (Base Compensation only) to Chairman for
the remaining notice period. Upon termination by Chairman of his service under the provisions of
this 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) amounts
of Base Compensation, vested Stock and Stock Options accrued through the effective date of
termination, and (b) reimbursement of appropriately documented expenses incurred




53









 







by Chairman before the termination of service, to the extent that Chairman would have been entitled
to such reimbursement but for his termination of his service.




          (c) Termination of Chairman’s service pursuant to Sections 6 and 7 shall release the Company
of all its liabilities and obligations under this Agreement, except as expressly provided in
Sections 6 and 7. Termination of Chairman’s service pursuant to this Section shall not, however,
release Chairman from Chairman’s obligations and restrictions as
stated in Sections 9 and 10 of this
Agreement.




          (d) Chairman shall not be entitled to any payment or benefit under any Company severance plan
other than as reflected herein under Section 7, 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.




     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 immediately.



     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 or Canada (the “Restricted Area”), which provides consumer convenience services materially
the same as the services Company provides to third parties, 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 the 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



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in a national market system. It is acknowledged that Chairman’s service to the Bancorp, Inc. and/or
Cohen Bros. & Co. shall not be a violation of this subsection (i).



               (ii) Induce or attempt to influence any Chairman, 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 the Company.



          (b) 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 Subsection 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 the 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




55









 







Company so that Company can prepare and present applications for copyright or Letters Patent
therefor and can secure such copyright or Letters Patent wherever possible, as well as reissues,
renewals, and extensions thereof, and can obtain the record title to such copyright or patents so
that 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.




          (d) Chairman acknowledges that the restrictions contained in the foregoing Subsections 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 specified above 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 Subsections, the relevant
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 to the
satisfaction of Company. 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), 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.




     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.




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          (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.




          (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:
	 

	 	 	 	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 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
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.




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          (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.




          (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.
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) Dispute Resolution. In the event of any disagreement of any nature whatsoever
between the parties to this Agreement in any way relating to this Agreement, except for the ability
of the parties to seek a preliminary or permanent injunction as described above, which need not be
discussed between the parties or arbitrated, the parties shall meet to attempt to resolve such
disagreement. In the event of their failure to do so within fifteen (15) days or such longer
period of time as shall be mutually agreed upon by the parties, either party may serve notice in
writing upon the other party requesting arbitration, which notice shall specify in reasonable
detail the nature of the dispute. Any arbitration under this Section shall be held in
Philadelphia, Pennsylvania or such other place as shall be mutually agreed to by the parties, and
conducted in accordance with the procedures set forth hereafter and, to the extent not inconsistent
with this Section, in accordance with the Rules of the American Arbitration Association in effect
on the date of this Agreement. Company shall have the right and remedy to ask the arbitrator to
require




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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 transactions
constituting a breach of Section 9, and Chairman shall account for and pay over such amounts to
Company upon the arbitrator’s determination thereof.




               (i) Any arbitration under this Section shall be before an arbitrator who shall be experienced
in the area of labor law. The arbitrator shall be selected by the parties from lists provided by
the American Arbitration Association. The parties agree to exchange all relevant documents prior
to any hearing, and further agree that any dispute over such exchange may be submitted to the
arbitrator for decision, which decision shall be binding on the parties. The parties further agree
to 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 direct
case any witness, evidence or document not so disclosed, unless such witness(es), evidence or
document(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 such
witness(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 or
foreseen before the hearing.



               (ii) Within 60 days of the production of all documents, evidence and witness list as outlined
in the preceding section, the arbitrator shall conduct the arbitration hearing. Each party will
have one day to present its case, unless, upon request the arbitrator determines that more or less
time is appropriate. Within 30 days of the arbitration hearing, the arbitrator shall render a
decision in writing to each party.



               (iii) Any arbitration award must (i) be rendered in accordance with applicable law as
described in this Agreement and (ii) be set forth in a written decision which sets forth the
reasons (including, without limitation, the conclusions of fact and/or law) upon which such award
is rendered. Judgment upon an arbitration award may be rendered in any court of competent
jurisdiction or application may be made to any such state or federal court of competent
jurisdiction for judicial acceptance of an order to enforcement of an arbitration award, as the
case may be. Any arbitration award shall be final and binding on the parties. Once an issue has
been arbitrated pursuant hereto, the decision of the arbitrator shall be res judicata with respect
to such issue.



               (iv) The arbitrator shall have the power to issue subpoenas compelling testimony and/or the
production of documents from any person whether or not a party hereto, which subpoenas shall be
enforceable in all courts of competent jurisdiction in the Eastern District of Pennsylvania. In
addition, the arbitrator and attorney-of-record shall have the power to request through the
above-mentioned courts of competent jurisdiction the taking of depositions from any person, not a
party or a director, officer, Chairman, employee or agent of a party, who cannot be subpoenaed or
is unable to attend the arbitration, whose testimony the arbitrator deems both important and
relevant 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 such
proportion as the arbitrator shall direct, with such arbitrator to give due consideration to the
fault of the parties.



               (vi) Notwithstanding the foregoing, the parties need not arbitrate any request for preliminary
or permanent injunctive relief; such relief may be brought by either party in any state or federal
court in the Eastern District of Pennsylvania. Such litigation will toll the Restricted Periods
beginning 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 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 Jodi T. Plavner, Esquire, Wolf, Block,
Schorr and Solis-Cohen LLP, 1650 Arch Street, 22nd Floor, 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.




          (m) Survival. All provisions of this agreement which by their terms survive the
termination of Chairman’s service to the 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.




— Signatures on Next Page —




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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 Alan D. Schreiber
 	 
	 	 	Name:  	Alan D. Schreiber 	 
	 	 	Title:  	Chairman, Compensation Committee 	 
	 
	 	Chairman

 	 
	 	/s/ Daniel G. Cohen
 	 
	 	Daniel G. Cohen 	 
	 	 	 



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