Exhibit 10.8(h)
Xx. Xxxxxxxx Xxxxxxxxxx
00000 Xxxxxxxxxxx Xx.
Xxxx Xxxxxx, Xx. 00000
Re: Employment Agreement
Dear Xxxxxxxx:
This Employment Agreement (this "Agreement") sets forth our agreement concerning
certain terms of your employment by TRM Copy Centers Corporation (the "Company")
as of October 1, 1999.
1. Employment Agreement
1.1 Employment
(a) You will hold the position of Vice President--ATM Business
of the Company and perform those duties as are generally associated with such a
position. You will report to the President and Chief Executive Officer and the
Board of Directors of the Company. You also agree to perform such acts and
duties as the President and Chief Executive Officer and the Board of Directors
of the Company may reasonably direct, to comply with all applicable policies and
procedures of the Company, and to devote such time, energy and skill to your
assignment as the President and Chief Executive Officer and the Board of
Directors of the Company considers reasonably necessary for the performance of
your duties. You and the Company understand and agree that circumstances may
arise in which you and the Company may mutually agree to change, in whole or in
part, the scope of your responsibilities and the title of your position.
(b) Your employment with the Company will continue under this
Agreement until terminated by you or the Company as provided
in paragraph 2.1, below. Notwithstanding the designation of
a term for this Agreement, your employment with the Company
will be on an "at will" basis with both you and the Company
retaining the right to terminate the employment relationship
at any time and for any reason, without liability on the
part of the Company or any affiliated or related corporation
for the termination, except as expressly provided in this
Agreement. Your last day of employment with the Company is
referred to herein as your Separation Date.
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October 1, 1999
Xxxxxxxx Xxxxxxxxxx Employment Agreement
Page 2 of 6
1.2 Salary. During the first term of this Agreement, you will be paid
the annualized equivalent of $140,000 as base salary, payable in
installments on regular Company paydays. The first term shall end
on December 31, 2000. Thereafter, your base salary shall be set
annually by the President and Chief Executive Officer or the
Board of Directors of the Company.
1.3 Benefits. In addition to your base compensation, you will be
given an opportunity to earn a $30,000 target bonus in fiscal
year 2000 upon the achievement of additional performance criteria
to be established by the President and Chief Executive Officer or
the Board of Directors of the Company. Thereafter, you will be
eligible to receive incentive compensation as the President and
Chief Executive Officer or the Board of Directors of the Company
shall approve. You will also be eligible to participate in any
benefit plans or programs generally available to the Company's
management as the Board of Directors shall from time-to-time
approve, which shall include at least four weeks of paid time off
(PTO) time a year.
2. Termination of Agreement
2.1 Termination. The term of this Agreement shall continue until terminated
earlier as follows:
(a) This Agreement may be terminated by you for any reason upon 30
days' written notice to the Company.
(b) This Agreement may be terminated by the Company for any
reason at any time with 30 days' written notice to you,
subject only to the obligation of the Company, if you are
terminated for reasons other than those specified in
paragraph 2.2, to pay severance pay according to the
following formula:
(i) Six months' pay plus an additional one month's pay for each year of
employment of you by the Company (based on your hire date of September 29,
1998), up to a maximum of 12 months pay (the "Salary Continuation Period"), plus
(ii) all incentive compensation earned but unpaid on or prior to the Separation
Date, plus (iii) health insurance for the Salary Continuation Period at the same
coverage level as in effect immediately prior to the Separation Date.
Severance pay may be paid to you at your option in a lump sum or in
regular payroll period installments.
(c) This Agreement shall automatically terminate in the event of your
death or disability. For purposes of this Agreement, "disability" shall mean
inability to perform all or substantially all of your responsibilities for a
period of more than six (6) months.
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October 1, 1999
Xxxxxxxx Xxxxxxxxxx Employment Agreement
Page 3 of 6
(d) Eligibility for severance pay is conditioned upon your
execution of a Release of Claims in a form provided by the
Company at the time of termination. (sample attached)
2.2 Ineligibility for Severance Pay. With respect to subparagraph
2.1(b), you will not be eligible for severance pay under this
Agreement if:
(a) you voluntarily resign or retire from your employment at any
time and for any reason except because of an involuntary
reduction in your base salary;
(b) the Company terminates your employment for cause (as
defined in paragraph 2.3, below) or your employment
terminates due to your death or disability;
(c) you breach the terms of paragraph 3; or
(d) you fail or refuse to sign the Release of Claims form
provided by the Company at the time of termination.
2.3 Definition of Cause. For purposes of this Agreement, "cause" for
termination shall be defined as (i) any misappropriation of funds
or property of the Company by you; (ii) the conviction of or plea
of guilty or nolo contendere by you of a felony or of any crime
involving moral turpitude; (iii) your engagement in illegal,
immoral or similar conduct tending to place you or the Company,
by association with you, in disrepute; (iv) indulgence in alcohol
or drugs to an extent that renders you unable or unfit to perform
his duties hereunder; or (v) your gross dereliction of duty.
3. Confidentiality
3.1 Preservation and Non-Use of Confidential Information. You
acknowledge that you have a fiduciary duty as an officer and
employee of the Company not to discuss Confidential Information
obtained during your employment with the Company. For purposes of
this Agreement, "Confidential Information" means any and all
confidential or proprietary information concerning the Company or
its affiliates, joint venturers or other related entities ("The
Company Group"), the disclosure of which could disadvantage The
Company Group. Confidential Information includes trades secrets
as defined under the Uniform Trades Secrets Act.
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October 1, 1999
Xxxxxxxx Xxxxxxxxxx Employment Agreement
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Except pursuant to your employment by the Company and as directed
by the President and Chief Executive Officer and the Board of
Directors of the Company, you agree not to use Confidential
Information, during the term of this Agreement or after its
termination for a period of five years, for any personal or
business purpose, either for your own benefit or that of any
other person, corporation, government or other entity.
You also agree that, except pursuant to your employment by the
Company as directed by the President and Chief Executive Officer
and the Board of Directors of the Company, you will not disclose
or disseminate any Confidential Information, directly or
indirectly, at any time during the term of this Agreement or
after its termination, to any person, agency, or court unless
compelled to do so pursuant to legal process (e.g., a summons or
subpoena) or otherwise required by law and then only after
providing the Company with prior notice and a copy of the legal
process.
3.2 Covenant not to Compete. You also agree that while employed by
the Company, and for a period of one year after the termination
of employment, you shall not compete with the Company, either
directly or indirectly, in the geographical areas where the
Company does business, and you shall not perform services for or
own an interest in any business that does so.
4. Return of Property
On or before your Separation Date, except as agreed to by the
Company, you will return all property belonging to The Company,
including, but not limited to, all documents, business machines,
computers, computer hardware and software programs, computer
data, telephones (cellular, mobile or otherwise), pagers, keys,
card keys, credit cards and other Company-owned property.
5. Right To Consult with Attorney
You have the right to consult with an attorney or financial
advisor at your own expense regarding this Agreement.
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October 1, 1999
Xxxxxxxx Xxxxxxxxxx Employment Agreement
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6. Dispute Resolution
You agree that any dispute (1) concerning the interpretation or
construction of this Agreement, (2) arising from your employment
with or termination of employment from the Company, (3) relating
to any compensation or benefits you may claim, or (4) relating in
any way to any claim by you for reinstatement or reemployment by
the Company after execution of this Agreement shall be submitted
to final and binding confidential arbitration. Except as
specifically provided herein, the arbitration shall be governed
by the rules of the American Arbitration Association or such
other rules as agreed to by the parties. Each party shall be
responsible for its or her own costs and attorneys' fees relating
to mediation and arbitration. Both parties agree that the
procedures outlined in this paragraph are the exclusive methods
of dispute resolution.
7. Entire Agreement
This Agreement contains the entire agreement between you and the
Company concerning the subject matters discussed herein and
supersedes any other discussions, agreements, representations or
warranties of any kind. Any modification of this Agreement shall
be effective only if in writing and signed by each party or its
duly authorized representative. This Agreement supersedes all
prior employment agreements between you and the Company or any
corporation affiliated with or related to the Company. The terms
of this Agreement are contractual and not mere recitals. If for
any reason any provision of this Agreement shall be held invalid
in whole or in part, such invalidity shall not affect the
remainder of this Agreement.
This Agreement shall be construed in accordance with the laws of
the state of Oregon (without regard to the conflicts of laws
provisions thereof).
In order to reflect your voluntary acceptance and agreement with
these terms, please sign and return the enclosed copy of this
letter.
Sincerely,
TRM CORPORATION
By: XXXXXXXX X. XXXXXXXX
President and CEO
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October 1, 1999
Xxxxxxxx Xxxxxxxxxx Employment Agreement
Page 6 of 6
ACKNOWLEDGMENT AND AGREEMENT:
I have read this Agreement and voluntarily enter into this Agreement after
careful consideration and the opportunity to review it with financial or legal
counsel of my choice.
XXXXXXXX XXXXXXXXXX
Xxxxxxxx Xxxxxxxxxx
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