Exhibit 10.8(i)
Shami Patel
1166 Pleasant Hill Circle
Lafayette, Ca. 94549
RE: EMPLOYMENT AGREEMENT
Dear Shami:
This Employment Agreement (this "Agreement") sets forth our agreement
concerning certain terms of your employment by TRM Corporation (the
"Company") as of April 9, 1999.
1. EMPLOYMENT AGREEMENT
1.1 EMPLOYMENT
(a) You will hold the position of Vice President, Finance and
Chief Financial Officer 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.
Shami Patel Employment Agreement
April 9, 1999
Page 2 of 5
1.2 SALARY. During the first term of this Agreement, you will be paid
the annualized equivalent of $150,000 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 have been
guaranteed a first year bonus of $50,000 providing you are still
employed on December 31, 1999. You will be given an opportunity to
earn additional bonus in calendar year 1999 upon the achievement of
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 paid time off (PTO) which
will accrue beginning on your date of employment at a rate of 20
days per year.
1.4 STOCK OPTION. A stock option for 100,000 shares of TRM Stock was
issued to you on January 11, 1999. That option will vest 20% per
year for five years with an exercise period of ten years. The
option price of the shares will be based on the closing price of
TRM stock on the date you accept the employment offer.
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 original hire date of January 11, 1999), 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.
Shami Patel Employment Agreement
April 9, 1999
Page 3 of 5
(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.
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.
Shami Patel Employment Agreement
April 9, 1999
Page 4 of 5
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.
Shami Patel Employment Agreement
April 9, 1999
Page 5 of 5
6. DISPUTE RESOLUTION
You agree that any dispute (1) concerning the interpretation or
construction of this Agreement, (2) arising from your employment
with or termination of employment from the Company, (3) relating to
any compensation or benefits you may claim, or (4) relating in any
way to any claim by you for reinstatement or reemployment by the
Company after execution of this Agreement shall be submitted to
final and binding confidential arbitration. Except as specifically
provided herein, the arbitration shall be governed by the rules of
the American Arbitration Association or such other rules as agreed
to by the parties. Each party shall be responsible for its or his
own costs and attorneys' fees relating to mediation and
arbitration. Both parties agree that the procedures outlined in
this paragraph are the exclusive methods of dispute resolution.
7. ENTIRE AGREEMENT
This Agreement contains the entire agreement between you and the
Company concerning the subject matters discussed herein and
supersedes any other discus-sions, 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: FREDERIC P. STOCKTON
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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.
SHAMI PATEL
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Shami Patel