Ms. Kathleen Hoogerhuis
18103 Westminster Dr.
Lake Oswego, Or. 97034
Re: Employment Agreement
Dear Kathleen:
This Employment Agreement (this "Agreement") sets forth our agreement concerning
certain terms of your employment by TRM Copy Centers Corporation (the "Company")
as of September 29, 1998.
1. Employment Agreement
1.1 Employment
(a) You will hold the position of Vice President--Organizational
Development 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.
September 29, 1998
Kathleen Hoogerhuis Employment Agreement
Page 2 of 6
1.2 Salary. During the first term of this Agreement, you will be paid the
annualized equivalent of $120,000 as base salary, payable in
installments on regular Company paydays. The first term shall end on
December 31, 1999. 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 bonus in fiscal year 1998 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.
September 29, 1998
Kathleen Hoogerhuis Employment Agreement
Page 3 of 6
(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.
(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.
September 29, 1998
Kathleen Hoogerhuis Employment Agreement
Page 4 of 6
3. Confidentiality
3.1 Preservation and Non-Use of Confidential Information. You acknowledge
that you have a fiduciary duty as an officer and employee of the
Company not to discuss Confidential Information obtained during your
employment with the Company. For purposes of this Agreement,
"Confidential Information" means any and all confidential or
proprietary information concerning the Company or its affiliates,
joint venturers or other related entities ("The Company Group"), the
disclosure of which could disadvantage The Company Group. Confidential
Information includes trades secrets as defined under the Uniform
Trades Secrets Act.
Except pursuant to your employment by the Company and as directed by
the 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.
September 29, 1998
Kathleen Hoogerhuis Employment Agreement
Page 5 of 6
5. Right To Consult with Attorney
You have the right to consult with an attorney or financial advisor at
your own expense regarding this Agreement.
6. Dispute Resolution
You agree that any dispute (1) concerning the interpretation or
construction of this Agreement, (2) arising from your employment with
or termination of employment from the Company, (3) relating to any
compensation or benefits you may claim, or (4) relating in any way to
any claim by you for reinstatement or reemployment by the Company
after execution of this Agreement shall be submitted to final and
binding confidential arbitration. Except as specifically provided
herein, the arbitration shall be governed by the rules of the
American Arbitration Association or such other rules as agreed to by
the parties. Each party shall be responsible for its or 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.
September 29, 1998
Kathleen Hoogerhuis Employment Agreement
Page 6 of 6
Sincerely,
TRM COPY CENTERS CORPORATION
By: FREDERIC P. STOCKTON
-------------------------------------
President and CEO
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.
KATHLEEN HOOGERHUIS
-----------------------------------------
Kathleen Hoogerhuis