exv10w7xky



 






Exhibit 10.7(k)




30 May 2006




(1) TRM (ATM) Limited




- and -




(2) Kevin Waterhouse



 




SENIOR EXECUTIVE AGREEMENT




 




 









 





CONTENTS




	 	 	 	 	 
	1. DEFINITIONS AND INTERPRETATION
	 	 	41	 
	2. DUTIES
	 	 	42	 
	3. HOURS OF WORK
	 	 	43	 
	4. PLACE OF WORK
	 	 	43	 
	5. TERM OF EMPLOYMENT
	 	 	43	 
	6. SALARY
	 	 	44	 
	7. EXPENSES
	 	 	44	 
	8. COMPANY CAR
	 	 	44	 
	9. MOBILE PHONE
	 	 	45	 
	10. INSURANCE BENEFITS
	 	 	45	 
	11. PENSIONS
	 	 	45	 
	12. HOLIDAY
	 	 	46	 
	13. ABSENCE
	 	 	46	 
	14. TERMINATION
	 	 	47	 
	15. INTEGRITY/ SHARE DEALING
	 	 	50	 
	16. CONFIDENTIAL INFORMATION
	 	 	51	 
	17. INTELLECTUAL PROPERTY RIGHTS
	 	 	53	 
	18. RESTRICTIVE COVENANTS
	 	 	55	 
	19. GARDEN LEAVE
	 	 	57	 
	20. RIGHTS OF SUSPENSION
	 	 	57	 
	21. USE OF PROPERTY
	 	 	58	 
	22. PERSONAL DATA
	 	 	58	 
	23. MEDICAL EXAMINATION
	 	 	59	 
	24. DECLARATION OF INTERESTS
	 	 	59	 
	25. COLLECTIVE AGREEMENTS
	 	 	59	 
	26. DISCIPLINARY AND GRIEVANCE PROCEDURES
	 	 	59	 
	27. NOTICES
	 	 	59	 
	28. ENTIRE AGREEMENT
	 	 	60	 
	29. GOVERNING LAW
	 	 	60	 
	SCHEDULE 1: PARTICULARS OF EMPLOYMENT
	 	 	61	 






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THIS AGREEMENT is made on 30 May 2006



BETWEEN:





	(1)	 	TRM (ATM) Limited (registered number 3782309) whose registered office is at 1a Meadowbrook,
Maxwell Way, Crawley, West Sussex RH10 9SA (the ‘Company’); and
	 
	(2)	 	Kevin Waterhouse of 6 Tregarn Court, Langstone, Newport Gwent, NP18 2JJ (the ‘Executive’)
	 
	1.	 	DEFINITIONS AND INTERPRETATION
	 
	1.1	 	In this agreement:
	 
	 	 	the ‘Board’ means the board of directors of the Company or a duly authorised committee
thereof;
	 
	 	 	‘Business Day’ means a day other than Saturday on which banks in London are open as normal;
	 
	 	 	the ‘Commencement Date’ means the date on which the Executive’s employment is deemed to have
commenced as set out in sub-clause 5.1;
	 
	 	 	‘Confidential Information’ has the meaning given to it in sub-clause 16.1;
‘Group’ means the Company and:






any company which is for the time being a holding company of the Company; and




any company which is for the time being a subsidiary of the Company or of such
holding company;




and the expressions ‘subsidiary’ and ‘holding company’ bear the same meanings in
this agreement as in section 736 of the Companies Act 1985;




	 	 	a ‘Relevant Company’ means a company in the Group for which the Executive carries out work,
or with which he is concerned in a material way during the course of his employment under
this agreement;
	 
	 	 	‘Termination’ means the termination of the Executive’s employment under this agreement,
whether through expiration of any fixed term or for any other reason.






	1.2	 	A reference to a statute or statutory provision includes reference to that statute or
statutory provision as modified or re-enacted or both from time to time both before and after
the date of this agreement.






	1.3	 	A reference to a clause, sub-clause or one of the Schedules means a clause or sub-clause of,
or one of the Schedules to, this agreement.
	 
	1.4	 	Schedule 1 sets out the particulars of the Executive’s employment with the Company in
accordance with section 1 of the Employment Rights Act 1996.




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	2.	 	DUTIES
	 
	2.1	 	The Executive will work for the Company as Managing Director. The Executive may be required
to work in another capacity or position or to undertake work of a different description.
	 
	2.2	 	During employment under this agreement the Executive will:






	 	2.2.1	 	perform such duties and exercise such powers and functions for the benefit of
or on behalf of a Relevant Company as may from time to time be reasonably assigned to
or vested in him;
	 
	 	2.2.2	 	unless prevented by ill health devote the whole of his time, attention and
ability during working hours to the duties under this agreement;
	 
	 	2.2.3	 	comply with all lawful and reasonable requests and instructions of the Board
(or by anyone authorised by it) and give to the Board such explanations, information
and assistance as it may reasonably require;
	 
	 	2.2.4	 	comply with all rules, regulations, policies and procedures of each Relevant
Company from time to time in force;
	 
	 	2.2.5	 	serve the Group well and faithfully to the best of his ability and use his
best endeavours to promote the interests of the Group;
	 
	 	2.2.6	 	act only in accordance with the Memorandum and Articles of Association of each
Relevant Company;
	 
	 	2.2.7	 	comply at all times with the terms of this agreement and such other terms as
the Company may reasonably require from time to time; and
	 
	 	2.2.8	 	inform the Company of any change of address.






	2.3	 	Notwithstanding the provisions of sub-clause 2.2, the Company will be under no obligation to
vest in or assign to the Executive any powers or duties, or to provide any work for him
provided that the Company will continue to pay the Executive his full basic salary and make
available to him all other benefits to which he is entitled under this agreement during the
period when no powers or duties are vested in or assigned to him.




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	3.	 	HOURS OF WORK
	 
	3.1	 	The Executive is entitled to a one hour break for lunch each working day during the working
week which is normally Monday to Friday but there are no fixed working hours. The Executive
agrees to work such hours and at weekends, holidays and public holidays as are reasonably
necessary for the proper performance of his duties. The Executive acknowledges that any hours
worked by him beyond his normal working hours cannot be measured or predetermined and so fall
within Regulation 20(2) of the Working Time Regulations 1998 (the ‘Regulations’). The
Executive is not entitled to any additional remuneration for any hours worked outside normal
working hours.
	 
	3.2	 	Without prejudice to sub-clause 3.1, if any hours worked by the Executive beyond normal
working hours do not fall within Regulation 20(2) of the Regulations, the Executive agrees
that the maximum weekly working time limit provided for in Regulation 4(1) of the Regulations
will not apply to him. In that event, he specifically waives that limit by signing this
agreement, although he has the right to terminate that waiver by providing three months’
written notice.
	 
	4.	 	PLACE OF WORK
	 
	4.1	 	The Executive’s normal place of work is the Company’s registered office at 1a Meadowbrook,
Maxwell Way, Crawley, West Sussex RH10 9SA or such places of business as the Board may from
time to time reasonably require. The Executive will also be required to travel within and
outside the United Kingdom in order to perform his duties. The Company will procure that the
Executive is paid for all costs properly and reasonably incurred by him pursuant to any
relocation that is required by the Company provided that any costs must be agreed in advance.
	 
	5.	 	TERM OF EMPLOYMENT
	 
	5.1	 	The Executive’s employment under this agreement commenced with effect from 1 January 2006.
	 
	5.2	 	Subject to the provisions for termination of this agreement contained below his employment
under this agreement will continue until terminated either by the Company giving to the
Executive not less than nine (9) months’ written notice or by the Executive giving to the
Company not less than four (4) months written notice.
	 
	5.3	 	No employment with a previous employer will count as part of the Executive’s period of
continuous employment with the Company, which commenced on 7 January 2002.
	 
	5.4	 	The Executive warrants that by entering into this or any other existing or proposed agreement
with a company in the Group and performing his duties under it he will not be in breach of any
express or implied terms of any contract or other obligation which is binding on him.
	 
	5.5	 	The Executive will disclose in writing to the Company all ongoing obligations or restrictions
under any previous agreements relating to his employment or engagement.




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	6.	 	SALARY
	 
	6.1	 	The Executive will be entitled to a salary of one hundred and twenty-five thousand pounds
(£125,000) per annum with effect from 1 January 2006 which will accrue daily and be payable by
equal monthly instalments in arrears on or about the 28th day of each calendar
month.
	 
	6.2	 	On Termination the Executive’s salary will be apportioned in respect of the period from the
last monthly payment to the date on which his employment under this agreement terminates.
	 
	6.3	 	The Company will review the Executive’s salary annually without there being any obligation to
increase it. If an increase is warranted, it will be based solely on merit.
	 
	6.4	 	The Company may pay the Executive a bonus from time to time as may be recommended by the
Chief Executive Officer and determined in the sole discretion of the Compensation Committee of
the Board of Directors of the TRM Corporation or by the entire Board of Directors of the TRM
Corporation.
	 
	6.5	 	The Executive authorises the Company to deduct from his salary or from any pay in lieu of
notice any sums that he owes to any Company in the Group.
	 
	7.	 	EXPENSES
	 
	7.1	 	The Company will procure that the Executive is reimbursed for all reasonable travelling,
hotel, entertainment and other business expenses incurred in the performance of his duties,
provided that he complies with the Company’s rules in this respect and submits to the Company
valid receipts and/or such other proof of payment as the Company may require.
	 
	7.2	 	To facilitate the payment of the Executive’s expenses, the Company will provide the Executive
with a company credit card in his name for which the account will be rendered to and paid by
the Company. The Executive will use the card solely for the purpose of expenses referred to in
clause 7.1 and return it to the Company’s registered office immediately upon the termination
of this agreement.
	 
	8.	 	COMPANY CAR
	 
	8.1	 	The Company will provide the Executive with the use of a car (“the Car”) or the Company will
provide the Executive a car allowance not less than £750 paid through monthly payroll, which
will be reviewed every two years.




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	9.	 	MOBILE PHONE
	 
	9.1	 	The Company will provide the Executive with the use of a mobile phone, which will remain the
Company’s property.
	 
	9.2	 	The Company will bear the cost of all business calls made by the Executive using the mobile
phone. However, it may require him to indicate on each itemised bill which calls are personal
and to reimburse it for those personal calls which, in its opinion, exceed a reasonable
allowance for personal usage. The Company may deduct the cost of these calls from the
Executive’s salary.
	 
	10.	 	INSURANCE BENEFITS
	 
	10.1	 	During his employment the Executive will be entitled at the Company’s expense, subject to
sub-clauses 10.2 and 10.3 and in accordance with the terms of the policies in force:






	 	10.1.1	 	to become a full member of the Company’s private medical insurance scheme with BUPA
and for his spouse and children under the age of eighteen (18) also to be members;
	 
	 	10.1.2	 	to participate in the Company’s personal accident insurance plan with Robert Flemming
Insurance.






	10.2	 	Neither any outstanding or prospective entitlement to the benefits referred to in sub-clause
10.1, nor any actual or prospective loss of entitlement to those benefits, will preclude the
Company from exercising any right to terminate the Executive’s employment under this agreement
and/or from withdrawing or implementing alternative schemes.
	 
	10.3	 	If any benefits provider (including but not limited to any insurance company) refuses for any
reason to provide any benefits to the Executive, the Company will not be liable to provide any
such benefits itself or to pay any compensation in lieu of them.
	 
	11.	 	PENSIONS
	 
	11.1	 	The Executive is responsible for arranging his own pension. The Company provides access to a
stakeholder pension scheme. The details of the stakeholder pension scheme the Company has
designated for this purpose are available on request. The Company will contribute annually in
equal monthly instalments an amount equal to 5% of the Executive’s salary (or, if less, the
maximum contribution permitted under the Income and Corporation Taxes Act 1988) to either a
personal or stakeholder pension scheme arranged by the Executive or to any stakeholder pension
scheme designated by the Company that the Executive has joined. By entering into this
agreement the Executive consents to the deduction of any contributions due from him under the
Pension Scheme.
	 
	11.2	 	A contracting out certificate under the Pensions Schemes Act 1993 is not in force for the
Executive’s employment.




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	11.3	 	The retirement age for all employees is 65 years.
	 
	12.	 	HOLIDAY
	 
	12.1	 	The Executive will be entitled to 30 days’ paid holiday in addition to public holidays in
each holiday year which runs from 1 January to 31 December.
	 
	12.2	 	Holidays may be taken only by prior arrangement with the CEO of the Company. The Executive
may carry forward a maximum of five days’ holiday into the next holiday year. No payment will
be made for holiday not taken during the holiday year in which it is accrued.
	 
	12.3	 	In the first and final holiday years of the Executive’s employment, his holiday will be
calculated at the rate of 2.5 days for each complete calendar month of his employment during
that holiday year. The Executive will be entitled on Termination to receive payment in lieu of
any accrued untaken holiday entitlement. If the Executive has taken holiday in excess of his
accrued holiday entitlement he will be required to repay the Company any salary received in
respect of such holiday and the Company will be entitled to deduct such salary from any amount
due to the Executive. The basis for payment and repayment is 1/260th of the
Executive’s salary for each day’s holiday at the time when the holiday is taken or repayment
is due.
	 
	12.4	 	If the Company elects to pay the Executive in lieu of notice, the Executive will not accrue
any holiday in respect of the notice period during which he would otherwise have worked.
	 
	12.5	 	The Company may require the Executive to take all or part of any outstanding holiday
entitlement during any period of notice to terminate his employment including any period of
notice during which he is suspended from the performance of any of his duties in accordance
with clause 20.
	 
	13.	 	ABSENCE
	 
	13.1	 	For the purposes of clause 13, any reference to the Executive being ‘absent’ or to the
Executive’s ‘absence’ will mean an absence from work due to sickness, injury or other
incapacity.
	 
	13.2	 	The Executive will notify or arrange to notify the President and CEO as soon as practicable
during the first day of absence and (unless otherwise requested by the Company) on each
subsequent day or, in the case of long term illness, the first day of each subsequent week
that the absence continues.
	 
	13.3	 	If the Executive is absent for seven or fewer consecutive calendar days (including weekends
and public holidays) he will immediately on return to work supply the Company with a completed
self-certification form (which is available from the Company) covering the period of absence.




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	13.4	 	If the Executive is absent for more than seven consecutive calendar days (including weekends
and public holidays), he will furnish the Company with a medical certificate signed by a
qualified doctor that relates to and explains the entire absence.
	 
	13.5	 	If the Executive fails to comply with the requirements of sub-clauses 13.2, 13.3 or 13.4:






	 	13.5.1	 	entitlement to be paid during absence may be lost;
	 
	 	13.5.2	 	the Company may properly refuse to pay any statutory sick pay for the absence;
	 
	 	13.5.3	 	repetition of such failure may result in disciplinary action; and
	 
	 	13.5.4	 	unless there are exceptional circumstances, the Company may, instead of withholding
payment, treat each half day’s absence as holiday taken by the Executive, and deduct it
from his annual holiday entitlement.






	13.6	 	If the Executive is absent, provided that he has complied with all the requirements of
sub-clauses 13.2 to 13.4 he will be entitled to full remuneration for a total of two (2)
weeks absence in any twelve month period after deduction of any social security or other
benefits recoverable by him (whether or not recovered).
	 
	13.7	 	If the Executive is absent for more than sixty (60) working days, either consecutively or in
aggregate, in any twelve month period the Company will be entitled to terminate this agreement
by giving the statutory minimum period of written notice irrespective of whether the Executive
has any outstanding or prospective entitlement to Company sick pay or any other sickness or
incapacity benefit (whether contractual, statutory or otherwise).
	 
	13.8	 	If the Executive’s absence exceeds thirty (30) working days the Company will be entitled to
appoint a temporary replacement to cover the Executive’s absence.
	 
	13.9	 	If the Executive is absent by reason of circumstances where he has a claim for compensation
against a third party and he recovers compensation for loss of earnings from that third party
or otherwise, he will repay a sum equal to the amount recovered or, if less, any amounts paid
to him by the Company during his absence.
	 
	14.	 	TERMINATION
	 
	14.1	 	Without prejudice to any other remedy, the Company may terminate this agreement with
immediate effect and without notice or payment in lieu of notice if the Executive:






	 	14.1.1	 	reaches the retirement age set out in sub-clause 11.3;
	 
	 	14.1.2	 	is in the reasonable opinion of the Board in serious or persistent neglect of his
duties under this agreement;
	 
	 	14.1.3	 	is in the reasonable opinion of the Board incompetent in the performance of his
duties;




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	 	14.1.4	 	commits a material breach or non-observance of any of the conditions of this
agreement;
	 
	 	14.1.5	 	neglects, fails or refuses to carry out duties properly assigned to him under this
agreement, or takes any action likely to harm the business of a company in the Group;
	 
	 	14.1.6	 	is convicted of any criminal offence which is punishable by 6 months or more
imprisonment and/or is relevant to the Executive’s employment;
	 
	 	14.1.7	 	commits an act of fraud or dishonesty, regardless of whether it is related to his
employment under this agreement;
	 
	 	14.1.8	 	becomes bankrupt or makes any composition or enters into any deed of arrangement with
his creditors;
	 
	 	14.1.9	 	becomes of unsound mind or suffers from a mental disorder and:






	 	(a)	 	is admitted to hospital in pursuance of an application for
treatment under the Mental Health Act 1983, or
	 
	 	(b)	 	has an order made by a relevant court for detention or for
the appointment of a receiver, curator bonis or other person to exercise
powers with respect to the Executive’s property or affairs;






	 	14.1.10	 	has a disqualification order made against him under the Company Directors
Disqualification Act 1986 or otherwise becomes prohibited by law from being a director;
	 
	 	14.1.11	 	ceases to hold office as a director of a company in the Group (other than through
retirement in accordance with any provisions for the rotation of directors); or
	 
	 	14.1.12	 	is guilty of any act of gross misconduct including the following:






	 	(a)	 	theft or deliberate falsification of records;
	 
	 	(b)	 	physical violence or deliberate damage to property;
	 
	 	(c)	 	bullying, harassment or discrimination;
	 
	 	(d)	 	serious insubordination;
	 
	 	(e)	 	misuse of an organisation’s property or name;
	 
	 	(f)	 	bringing any company in the Group into serious disrepute;
	 
	 	(g)	 	serious negligence resulting in unacceptable loss, damage
or injury;




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	 	(h)	 	serious breach of confidence;
	 
	 	(i)	 	serious infringement of health and safety rules; and
	 
	 	(j)	 	serious incapability while on duty due to alcohol or other
drug abuse.






	 	 	 	This list is not intended to be exhaustive.






	14.2	 	The Executive acknowledges that the reasons for termination specified in sub-clause 14.1 are
substantial and sufficient to justify dismissal, and that it would be fair and reasonable for
the Company to terminate the agreement in the circumstances and in the manner provided for in
that sub-clause.
	 
	14.3	 	On Termination the Executive will:






	 	14.3.1	 	immediately, without claim for compensation, tender his resignation as a director of
each company in the Group in which he holds that office and from any other office held
by him in any company in the Group;
	 
	 	14.3.2	 	immediately deliver up to the Company all copies and originals of documents,
accounts, tapes, recordings, materials, charge or credit cards, security passes, keys,
mobile telephones, computers, computer equipment including disks, computer passwords,
software programs, fax machines, designs, specifications, price lists, lists of
customers and all other property or information (whether written or electronically
stored) which belongs to any Company in the Group or relates in any way to the business
or affairs of any Company in the Group or its suppliers, agents, distributors or
customers, or contains any Confidential Information, and which is in the Executive’s
possession or under his control, whether prepared by him or by another party.
	 
	 	14.3.3	 	delete all Confidential Information from any other computer disks, tapes or other
re-usable material in his possession or control;
	 
	 	14.3.4	 	immediately repay any outstanding debts or loans due to any company in the Group; and
	 
	 	14.3.5	 	upon request supply the Company with a signed statement confirming that he has
complied with sub-clauses 14.3.2 to 14.3.3.






	14.4	 	If the Executive fails to comply with sub-clauses 14.3.1 within seven days of being so
required, the Company is hereby authorised to appoint some person in his name and on his
behalf to do anything necessary to effect such resignation(s) or transfer(s) (without
prejudice to any claims which the Executive may have against the Company arising out of this
agreement or its termination).




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	14.5	 	If this agreement is terminated in accordance with sub-clauses 5.1, 13.7, or 14.1 the
Executive will have no claim or right of action against the Company for compensation or
damages or otherwise in respect of the termination. Any remuneration which has accrued and is
due to him under clause 6 will not be affected.
	 
	14.6	 	Termination will not affect the provisions of this agreement that are expressed to operate or
have effect after Termination and will be without prejudice to any other accrued rights or
remedies of the parties.
	 
	14.7	 	If this agreement is terminated because of the liquidation of the Company to amalgamate or
reconstruct or as part of any arrangement to those ends, or the sale of the Company’s
undertaking or assets in circumstances where the Transfer of Undertakings (Protection of
Employment) Regulations 2006 do not apply, and if the Executive is offered employment within
fourteen days of such liquidation with any company concerned with such reconstruction,
amalgamation or sale on terms no less favourable to him in all material respects than the
terms of this agreement and for no less than the unexpired period of this agreement, then the
Executive will have no claim against any company in the Group in respect of such termination.
	 
	14.8	 	If Executive is terminated other than as provided in clause 14.1, the Company may pay the
Executive part or all of his salary in lieu of notice, plus a lump equivalent to the monthly
portion paid by the Company for Executive’s healthcare coverage times the notice required
under clause 5.2, and Executive shall continue to have the use of his Company provided vehicle
or equivalent allowance for the number of months notice required in clause 5.2. If the Company
exercises this option, the Executive’s employment will terminate accordingly and he will not
be entitled to any further benefits or payment in respect of his notice period nor to any
additional payment in respect of holiday which but for the termination of his employment would
have accrued.






	15.	 	INTEGRITY/ SHARE DEALING
	 
	15.1	 	During the Executive’s employment under this agreement, he will not directly or indirectly
receive or obtain any discount, rebate, commission or other inducement (whether in cash or in
kind) which is not authorised by regulations or guidelines from time to time governing
dealings by executives on behalf of the Company or, if he does, he will account immediately to
the Company for the amount or value so received.
	 
	15.2	 	In relation to dealings in shares, debentures or other securities of any Company in the Group
and unpublished price sensitive information affecting the shares, debentures or other
securities of any other company the Executive shall:






	 	15.2.1	 	comply where relevant with every rule of law, every regulation of the United Kingdom
Listing Authority, every regulation of each Relevant Company and with the spirit as
well as the letter of the rules applying to the every stock exchange on which shares of
any Relevant Company are listed or traded;




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	 	15.2.2	 	comply with all laws of the state and all regulations of the stock exchange, market
or dealing system in which such dealings take place;
	 
	 	15.2.3	 	not (and shall procure so far as he is able that his spouse and children do not) deal
or become, or cease to be, interested (within the meaning of Part I of Schedule XIII to
the Companies Act 1985) in any securities of any company in the Group except in
accordance with all applicable rules and guidelines.






	16.	 	CONFIDENTIAL INFORMATION
	 
	16.1	 	For the purposes of this agreement ‘Confidential Information’ means any information which is
not generally known in the relevant trade or industry, and belongs to a Company in the Group,
or is learned, discovered, developed, conceived, originated or prepared during, as a result
of, or in connection with, the Executive’s work, or relates to the customers or clients of a
company in the Group, including but not limited to:






	 	16.1.1	 	information which is unique to the Group;
	 
	 	16.1.2	 	technical information and know-how relating to the processes and operations devised,
owned or used by the Group including but not limited to existing or contemplated
products, services, technology, unpublished inventions, designs, formulae, computer
systems, computer programs, algorithms, research or developments of the Group;
	 
	 	16.1.3	 	information relating to the business plans and policies, sales or marketing methods,
strategies or reports or methods of doing business of the Group;
	 
	 	16.1.4	 	lists and contact details of customers, and details of contracts with customers
and/or of their requirements;
	 
	 	16.1.5	 	lists and contact details of suppliers, and details of contracts with suppliers;
	 
	 	16.1.6	 	financial reports, budgets, trading statements and pricing lists, pricing structures
and/or pricing strategies;
	 
	 	16.1.7	 	information relating to computer software or hardware;
	 
	 	16.1.8	 	any information not generally known to the public;
	 
	 	16.1.9	 	personal or other information relating to an employee, officer, consultant or client
of the Group;
	 
	 	16.1.10	 	any document marked ‘confidential’ (or similar) or any information which the
Executive has been told is confidential or which he might reasonably expect the Group
would regard as confidential;
	 
	 	16.1.11	 	any information which the Group or its clients or customers may wish to protect by
patent or copyright, or by keeping it secret or confidential; and




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	 	16.1.12	 	information which may affect the value of the shares in a company in the Group and
(where relevant) any unpublished price sensitive information (including details of
business development projects, proposed acquisitions, sales, joint ventures of
disposals involving the Group).






	16.2	 	The Executive acknowledges that the companies in the Group:






	 	16.2.1	 	are engaged in the business of selling, installing, and servicing of ATM’s or copiers
for which they use know-how which they have developed or acquired;
	 
	 	16.2.2	 	have invested significantly in terms of money and time in developing their business
of selling, installing, and servicing of ATM’s or copiers;
	 
	 	16.2.3	 	have and expect to develop confidential proprietary information relating to their
business; and
	 
	 	16.2.4	 	operate in a highly competitive commercial arena.






	16.3	 	The Executive acknowledges that during his employment the Executive will have access to, gain
knowledge of, be entrusted with and be involved in the creation of Confidential Information,
improper disclosure of which could:






	 	16.3.1	 	result in the Group losing its competitive edge in a material and significant area;
	 
	 	16.3.2	 	cause the Group serious financial loss; and
	 
	 	16.3.3	 	be otherwise detrimental to the Group.






	16.4	 	The Executive undertakes as separate obligations with each Relevant Company that both during
his employment and at all times after its termination (however this occurs), he will:






	 	16.4.1	 	not directly or indirectly disclose, divulge or communicate to any person any
Confidential Information, save to those officials of the Group whose proper province it
is to know such information or with the written consent of the Board;
	 
	 	16.4.2	 	do everything reasonably within his power to protect the confidentiality of all
Confidential Information;
	 
	 	16.4.3	 	not use any Confidential Information for his own benefit or for the benefit of any
third party or in a manner which could be detrimental to the Group;
	 
	 	16.4.4	 	sign and observe such confidentiality undertakings in favour of the Group or any
other person as the Board may reasonably require;




14









 






	 	16.4.5	 	observe all undertakings, restrictions and obligations given by or imposed upon a
company the Group in relation to Confidential Information or material received from any
third party;
	 
	 	16.4.6	 	not without the prior written consent of the Board either directly or indirectly
publish any opinion, fact or material, deliver any lecture or address, participate in
the making of any film, radio broadcast or television transmission or communicate with
any representative of the media or any third party in relation to:






	 	(a)	 	the business or affairs of the Group;
	 
	 	(b)	 	any employee, officer, customer, client, supplier,
distributor, agent or shareholder of the Group; or
	 
	 	(c)	 	the development or exploitation of any Invention or Work as
defined in clause 17.






	 	 	 	For the purpose of this clause ‘media’ includes television (terrestrial, satellite
and cable), radio, newspapers and any other journalistic publications whether
print or internet-based.






	16.5	 	The provisions of sub-clause 16.4 will not apply to any information which is in the public
domain through no breach of obligation by the Executive or which the Executive is ordered to
disclose by a court of competent jurisdiction. Nothing in sub-clause 16.4 shall prevent the
Executive from making a ‘protected disclosure’ within the meaning of the Public Interest
Disclosure Act 1998.
	 
	17.	 	INTELLECTUAL PROPERTY RIGHTS
	 
	17.1	 	For the purposes of this clause:
	 
	 	 	‘Invention’ means a product, process, improvement or other discovery or invention which the
Executive develops, discovers, conceives, invents or otherwise makes, alone or jointly with
any other person, during the period of his employment;

‘Work’ means a literary or artistic work, including a document, record or other written
work, a computer program or other software, a design, drawing, photograph, plan or model,
and any database, process, formula, method, technique, know-how, data or material which the
Executive creates, produces, collects or otherwise makes, alone or jointly with any other
person:




in the course of his normal or specifically assigned duties
under this agreement;



otherwise during the term of his employment if the work relates to any aspect of
the Group’s business or may be directly or indirectly used in connection with
it; or



if it was made using any of the Group’s assets.




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	17.2	 	The Executive must notify the Company immediately of an Invention. Section 39 of the Patents
Act 1977 will determine whether a company in the Group or the Executive owns an Invention. If
an Invention belongs to a company in the Group, the Executive must:






	 	17.2.1	 	keep it confidential until a patent application for it is published;
	 
	 	17.2.2	 	furnish any description, specification, source code or other information which such
company in the Group may require; and
	 
	 	17.2.3	 	on request, apply (or join in applying) for patent or other intellectual property
protection for the Invention for the benefit of such company in the Group or it may
direct, and do everything that such company in the Group may require to obtain this
protection.






	17.3	 	The Executive must disclose any Work to the Company immediately. Subject to sub-clause 17.2,
all copyright, registered and unregistered design right, database right and other intellectual
property rights in respect of any Work throughout the world will belong exclusively to the
Company. For the purpose of the law of the United States the Executive acknowledges that any
Work is a work for hire and that all US rights in any Work vest in the Company accordingly.
	 
	17.4	 	To the extent that the Executive may be the legal owner of copyright or other intellectual
property rights in a Work, he hereby assigns (in the case of future copyrights, by way of
present assignment of future copyright) or (in the case of all future intellectual property
rights other than copyright) agrees to assign, all such rights throughout the world to the
Company with full title guarantee, for the full term of such rights and any extensions or
renewals, and in the meantime he will hold all such rights on trust for the Company.
	 
	17.5	 	All material or media recording or containing any Work will be Company property.
	 
	17.6	 	The Executive will, at the Company’s request and expense, do everything that may be necessary
or desirable to substantiate the Company’s ownership of any Work and the copyright and all
other rights in any Work.
	 
	17.7	 	In relation to moral rights:






	 	17.7.1	 	as between the Executive and the Company, the Executive hereby waives all moral
rights, including the right to be identified as author, whether pursuant to the
Copyright, Designs and Patents Act 1988 or otherwise throughout the world in respect of
any Work which attracts such rights; and
	 
	 	17.7.2	 	with regards to any third party the Executive will exercise such rights in accordance
with the Company’s reasonable instructions and hereby appoints the Company as his agent
to exercise such rights on his behalf.




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	18.	 	RESTRICTIVE COVENANTS
	 
	18.1	 	For the purposes of this clause, any restriction on the acts, engagement, involvement,
concerns or interests of the Executive will apply whether they are undertaken or entered into
directly or indirectly, as principal or otherwise, whether alone, or through or with any
partners, servants or agents, or as a shareholder, officer, employee or agent of or consultant
to any person, firm or company.
	 
	18.2	 	At no time while the Executive is employed under this agreement will he:






	 	18.2.1	 	without the written consent of the Board be engaged, concerned or interested in any
other business;
	 
	 	18.2.2	 	undertake any work for a third party, whether for reward or otherwise, which is the
same or similar to the work performed by him for a company in the Group or carried on
by a company in the Group; or
	 
	 	18.2.3	 	deal in, become interested or cease to be interested in the securities of a company
in the Group except in accordance with any such company’s applicable rules and
guidelines (a copy of which is obtainable from the Company Secretary) and he will
procure that neither his spouse, partner nor children are party to any such dealings
except in the circumstances permitted in this sub-clause.






	18.3	 	At no time following Termination will the Executive:






	 	18.3.1	 	represent himself, or permit himself to be represented, as being connected with or
acting on behalf of a successor to a company in the Group or the businesses thereof;
	 
	 	18.3.2	 	represent, promote, advertise or refer to his previous connection with a company in
the Group in such a way as to seek to utilise any of their goodwill; or
	 
	 	18.3.3	 	carry on, or cause or permit to be carried on, any business using any name, style,
logo or image which is or has been used by a company in the Group or which is in the
opinion of the Board or Chairman calculated or likely to cause confusion with such a
name, style, logo or image or imply a connection with a company in the Group.






	18.4	 	At no time during the Executive’s employment under this agreement or within six (6) months of
Termination will the Executive (for the benefit of any business in competition with the
Restricted Business) employ or engage or seek to employ or engage, or induce or attempt to
persuade to leave the employment of, or engagement with, a Relevant Company, any Key Person.




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	18.5	 	At no time during the Executive’s employment under this agreement or within six (6) months of
Termination will the Executive be concerned or engaged in any capacity in carrying on any
business within the UK, which is the same as or similar to the Restricted Business.
	 
	18.6	 	At no time during the Executive’s employment under this agreement or within six (6) months of
Termination will the Executive use knowledge of the business requirements of, or exert any
influence over, or canvass, or seek or solicit by any other means business or orders from, any
Customer.
	 
	18.7	 	At no time during the Executive’s employment under this agreement or within six (6) months of
Termination will the Executive supply or render services to any Customer.
	 
	18.8	 	Nothing in this clause 19 will preclude the Executive (subject to clause 16):






	 	18.8.1	 	from holding shares, debentures or stock of any company listed on a recognised stock
exchange provided that no aggregate holding confers more than five (5) percent of the
votes at a general meeting of the company concerned;
	 
	 	18.8.2	 	from holding or beneficially owning or otherwise being directly or indirectly
interested in the shares or debentures (including stock) of a company in the Group.






	18.9	 	In clause 18:






	 	18.9.1	 	‘Customer’ means any person with whom the Executive, or anyone working under his
direct supervision or control, has dealt with personally in the 12 months prior to
Termination who, at Termination, is negotiating with the Company or any Relevant
Company for Restricted Business or with whom the Company or any Relevant Company has
conducted any Restricted Business at any time during the final 12 months of the
Executive’s employment with the Company;
	 
	 	18.9.2	 	‘Key Person’ means any person who is, and was during the 12 months prior to
Termination, an employee of the Company or of any Relevant Company working in a senior
management, senior technical or senior sales position or a more senior position and
with whom the Executive had material dealings;
	 
	 	18.9.3	 	‘Restricted Business’ means the business of providing convenience ATM and
photocopying services in high traffic retail environments and all or any other
commercial activities carried on or to be carried on by a Relevant Company or by
another company in the Group about which he knew to a material extent at any time
during the 12 months prior to Termination.






	18.10	 	At no time during the Executive’s employment under this agreement or at any time thereafter
will the Executive knowingly do anything that might reasonably be expected to damage the
goodwill of a company in the Group.




18









 






	18.11	 	The Executive hereby acknowledges that the restrictions set out herein are necessary to
protect the legitimate interests of the businesses of the companies in the Group and do not
result in undue hardship upon him.
	 
	18.12	 	If the Company exercises its right to suspend the Executive’s powers and duties under clause
19 the periods referred to in sub-clauses 18.4, 18.5, 18.6 and 18.7 will be reduced by the
period during which the suspension has taken effect.
	 
	18.13	 	Each restriction in clause 18 is independent and severable from the other restrictions and
enforceable accordingly. If any restriction is unenforceable for any reason but would be
enforceable if part of the wording were deleted, it will apply with such deletions as may be
necessary to make it valid and enforceable.
	 
	19.	 	GARDEN LEAVE
	 
	19.1	 	At any time after notice to terminate this agreement has been served or received by the
Company, because of the importance of the Executive’s position to the Company’s commercial
interests, the Company may elect to suspend him from the performance of all or any of his
duties under this agreement and:






	 	19.1.1	 	appoint a replacement to hold the same or similar job title as him and/or carry out
all or any of his duties instead of him;
	 
	 	19.1.2	 	require him to perform any remaining duties at home;
	 
	 	19.1.3	 	exclude him from the Company’s offices or any other place of business of the Group;
	 
	 	19.1.4	 	require him not to communicate with suppliers, customers or employees of a Relevant
Company;
	 
	 	19.1.5	 	announce to employees, suppliers and customers that he has ceased or will cease to be
employed by the Company; and
	 
	 	19.1.6	 	require him not to enter into any contract or arrangement which would bind a company
in the Group.






	19.2	 	The Executive will continue to be an employee of the Company and both parties hereto will
continue to be bound by the remaining terms of this agreement throughout any period during
which the Company exercises any right under clause 19.
	 
	20.	 	RIGHTS OF SUSPENSION
	 
	20.1	 	If a complaint of breach of contract or misconduct is made against the Executive, the Company
may suspend him for so long as the Board considers appropriate in all the circumstances
including to carry out disciplinary investigations and hearings.




19









 






	20.2	 	While the suspension continues the Company will pay the Executive’s salary and provide him
with the other benefits set out in this agreement.
	 
	20.3	 	During the period of suspension the Company will not be obliged to provide the Executive with
work and may require him to comply with such conditions as the Company may specify in relation
to attending at or remaining away from the places of business of the Group.
	 
	21.	 	USE OF PROPERTY
	 
	21.1	 	The documents, accounts, tapes, recordings, materials, charge or credit cards, security
passes, keys, mobile telephones, computers, computer equipment including disks, computer
passwords, software programs, fax machines, designs, specifications, price lists, lists of
customers and all other property or information (whether written or electronically stored)
that are used in the Executive’s work (‘Group Property’) are the property of the companies in
the Group and the Executive must not remove them or any other such property from the office
other than for the proper performance of his duties nor may he misuse any Group Property.
	 
	21.2	 	At any time upon request, the Executive must immediately return to the Company all copies and
originals of documents, accounts, tapes, recordings, materials, charge or credit cards,
security passes, keys, mobile telephones, computers, computer equipment including disks,
computer passwords, software programs, fax machines, designs, specifications, price lists,
lists of customers and all other property or information (whether written or electronically
stored) which belongs to a company in the Group or relates in any way to the business or
affairs of a company in the Group or any of its suppliers, agents, distributors or customers,
or contains any Confidential Information, and which is in the Executive’s possession or under
his control and whether prepared by him or by another party.
	 
	22.	 	PERSONAL DATA
	 
	22.1	 	For administrative purposes, the Company keeps and processes records of employees’ personal
data, including address, date of birth and next of kin. The Company also processes records
containing certain ‘sensitive’ data, including information about gender and race, which are
used to monitor and promote the equal opportunities policy, and medical records, which are
kept for health and safety reasons. By signing this agreement the Executive agrees that the
Company may:






	 	22.1.1	 	process his personal data (including ‘sensitive’ data); and
	 
	 	22.1.2	 	disclose and transfer his personal data (including ‘sensitive’ data), both within
and outside the European Economic Area, to such third parties as are reasonably
necessary for the effective running of the Company’s business, or to whom the Company
is legally required to disclose or transfer it.




20









 












	22.2	 	The Company will take all reasonable steps to prevent unauthorised access to the Executive’s
personal data, in accordance with the data protection principles of the Data Protection Act
1998.
	 
	23.	 	MEDICAL EXAMINATION
	 
	23.1	 	The Executive will, whenever requested by the Board, agree to an examination by a medical
practitioner chosen and paid for by the Company.
	 
	23.2	 	At or before such examination the Executive will give written authorisation to the medical
practitioner to disclose to and discuss with the Company the results of the examination and
any matters which, in the medical practitioner’s opinion, might hinder or prevent the
Executive (if during a period of absence) from returning to work for any period or (in other
circumstances) from properly performing his duties at any time.
	 
	23.3	 	The Executive will allow the Company access to any medical report relating to the Executive’s
physical or mental health prepared during his employment under this agreement.
	 
	24.	 	DECLARATION OF INTERESTS
	 
	24.1	 	At the date of this agreement the Executive declares that he is not directly or indirectly
engaged or interested in any capacity in any other business, trade or occupation whatsoever
other than as already declared in writing to the Company.
	 
	24.2	 	The Executive will declare to the Company forthwith any additional employment or business
interest that might be deemed to be in conflict with the interests of the Group.
	 
	25.	 	COLLECTIVE AGREEMENTS
	 
	25.1	 	There are no collective agreements affecting the Executive’s employment under this agreement.
	 
	26.	 	DISCIPLINARY AND GRIEVANCE PROCEDURES
	 
	 	 	These are contained in separate documents.
	 
	27.	 	NOTICES
	 
	27.1	 	A notice relating to this agreement will be validly served only if given in writing and
delivered personally or by courier, or sent by first class post, recorded delivery or fax, to
the intended recipient at the address or fax number set out in this agreement or such other
address or fax number as the parties may specify by valid notice. Notice will not be validly
served if sent by email.
	 
	27.2	 	A notice or other communication is deemed to have been received:




21









 












	 	27.2.1	 	if delivered personally or by courier, when left at the relevant address;
	 
	 	27.2.2	 	if sent by post, two days after posting it;
	 
	 	27.2.3	 	if sent by fax, on completion of transmission, provided that the transmitting fax
machine displays or prints out a successful transmission report.






	27.3	 	If a notice is deemed under clause 27.2 to have been given on a day other than a Business
Day, that notice shall instead be deemed to be given on the next Business Day.
	 
	28.	 	ENTIRE AGREEMENT
	 
	28.1	 	This agreement supersedes any previous contract of service between the Company and the
Executive, which is deemed to have been terminated by mutual consent as from the date on which
this agreement commences.
	 
	28.2	 	This agreement contains the entire agreement and understanding between the parties. This
agreement is subject to such modifications as the Company may agree with the Executive in
writing from time to time.
	 
	28.3	 	The provisions of this agreement are severable. The invalidity or unenforceability of any
provision will not affect the validity or enforceability of the other provisions of this
agreement.
	 
	29.	 	GOVERNING LAW
	 
	 	 	This agreement will be governed by and construed in accordance with the laws of England and
the parties hereby submit to the non-exclusive jurisdiction of the English courts.




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SCHEDULE 1:

PARTICULARS OF EMPLOYMENT




	 	 	 
	Name of employer:

	 	TRM (ATM) LIMITED
	 
	 	 
	Name of employee:

	 	KEVIN WATERHOUSE
	 
	 	 
	Date of commencement of employment
in present post: (Sub-clause 5.1)

	 	1 JANUARY 2006
	 
	 	 
	Date of commencement of continuous employment:
	 	 
	(Sub-clause 5.3)

	 	7 JANUARY 2002
	 
	 	 
	Job title: (Sub-clause 2.1)

	 	Managing Director
	 
	 	 
	Normal hours of work: (Clause 3)

	 	As necessary
	 
	 	 
	Place of work: (Clause 4)

	 	Registered Office
	 
	 	 
	Salary: (Clause 6)

	 	£125,000
	 
	 	 
	Holiday entitlement: (Clause 12)

	 	30 days
	 
	 	 
	Sickness pay and procedure: (Clause 13)

	 	see Clause 13
	 
	 	 
	Pension and other benefits: (Clauses 10 and 11.1)

	 	see Clauses 10 and 11.1
	 
	 	 
	Contracting out certificate in force: (Sub-clause
11.2)

	 	No
	 
	 	 
	Notice period required from employee to employer:
	 	 
	(Sub-clause 5.2)

	 	4 months
	 
	 	 
	Notice period required from employer to employee:
	 	 
	(Sub-clause 5.2)

	 	9 months
	 
	 	 
	Collective agreements which affect the employee’s
terms and conditions:

	 	None
	 
	 	 
	Disciplinary procedure: (Schedule 2)

	 	See separate document
	 
	 	 
	Grievance procedure: (Schedule 2)

	 	See separate document
	 
	 	 
	Equal Opportunities Policy

	 	See separate document






23









 





EXECUTED AS A DEED ON THE DATE FIRST BEFORE WRITTEN:




	 	 	 	 	 
	/s/ Jeffrey Brotman

	 	 	)	 
	 

Executed by Jeff Brotman, President and CEO for and on behalf of TRM Copy Centres 

	 	 	)	 
	(UK) Limited

	 	 	)	 
	 
	 	 	 	 
	/s/ Kevin Waterhouse

	 	 	)	 
	 

Executed by Kevin Waterhouse, Managing Director in the presence of:

	 	 	)	 
	 
	 	 	 	 






	 	 	 	 
	Name:

	 	/s/ Rachel Tunks	 
	Address:

	 	1A Meadowbrook	 
	 

	 	Maxwell Way, Crawley	 
	Occupation:

	 	HR Executive	 






24