EXHIBIT 10.8(l)
Mr. Danial Tierney
15711 NE 180th
Brush Prairie, WA 98606
RE: EMPLOYMENT AGREEMENT
Dear Danial:
This Employment Agreement (this "Agreement") sets forth our agreement concerning
certain terms of your employment by TRM Corporation (the "Company") as of
January 1, 2000.
1. EMPLOYMENT AGREEMENT
1.1 EMPLOYMENT
(a) You will hold the position of Senior Vice President-Sales and
Marketing 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.
1.2 SALARY. During the first term of this Agreement, you will be paid
the annualized equivalent of $165,000 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. You will be given an opportunity to earn a bonus in
calendar year 2000 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 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 January 1, 1995), 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.
(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.
2.5 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
3.4 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.
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 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 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: FREDERIC 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.
DANIAL TIERNEY
-----------------------------
Danial Tierney