Exhibit 10.6(E)
(TRM LOGO)
SERVICE AGREEMENT dated 1 April 2004 between:
TRM Copy Centres (UK) Limited, Registered No 3220922 of ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ and TRM (ATM) Limited, Registered No 3782309
of ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ (together
collectively called "the Company" and ▇▇▇▇▇▇ ▇▇▇▇ of ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ("▇▇. ▇▇▇▇").
INTRODUCTION
A. The Company is in the consumer convenience services business, with its
principal office in the United Kingdom at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇. The Company is a subsidiary of TRM Corporation
incorporated in Oregon and having its corporate headquarters at ▇▇▇▇ ▇.▇.
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇ ("the Parent Company").
B. ▇▇. ▇▇▇▇ has been appointed the Company's Managing Director with effect
from 22 September 2003.
EMPLOYMENT
1. ENGAGEMENT: As from 22 September 2003 the Company will employ ▇▇. ▇▇▇▇ as
its Managing Director and so long as he is re-elected to the board he will
diligently serve the Company in that capacity. His employment is subject
to six month's written notice from the Company to ▇▇. ▇▇▇▇ and two months'
written notice from ▇▇. ▇▇▇▇ to the Company. Should the Company experience
a change in control, his employment is subject to twelve month's written
notice from the Company to ▇▇. ▇▇▇▇.
2. CONTINUOUS EMPLOYMENT: ▇▇. ▇▇▇▇'▇ period of continuous employment began on
19th June 2000 when he first joined the Company.
3. DUTIES: Subject to the Company's Memorandum and Articles of Associations,
▇▇. ▇▇▇▇ will manage the Company's business under the board of directors
and will report to the Chief Executive Officer of TRM Corporation or as
directed by the Chief Executive Officer. He will endeavour to promote,
develop and extend the business, giving it his full time and attention. If
requested he will act jointly with any other person appointed by the board
and also serve on the boards of other companies in the group if so
requested.
4. DIRECTORSHIP: ▇▇. ▇▇▇▇ will not do anything that will disqualify him from
acting as a director of the Company or its subsidiaries. If he does and
consequently ceases to be a director of the Company for more than 14 days,
his employment will automatically end and paragraph 28 will apply.
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5. PLACE OF WORK: ▇▇. ▇▇▇▇ will be based at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇ Sussex, but may from time to time be relocated anywhere
within the UK. If, as a result of such relocation ▇▇. ▇▇▇▇ is obliged to
move home, the Company will reimburse his removal and other incidental
expenses up to a reasonable amount.
▇▇. ▇▇▇▇'▇ duties will include travel in the UK and abroad, often at short
notice. He confirms that he has a valid UK passport and the Company has
entered into this agreement on that understanding.
6. HOURS OF WORK: ▇▇. ▇▇▇▇ will have no fixed hours of work and will work
whatever hours may be reasonably necessary for the efficient management of
the Company.
REMUNERATION AND BENEFITS
7. SALARY: Beginning 1 April 2004 the Company will pay ▇▇. ▇▇▇▇ a basic
salary of L100,000 per year inclusive of any director's fees payable by
the Company or any of its subsidiaries. The salary will accrue from day to
day and be paid monthly in arrears.
8. EXECUTIVE BONUS COMPENSATION: ▇▇. ▇▇▇▇ may be eligible for bonus
compensation 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 TRM Corporation or by the entire Board of Directors
of TRM Corporation.
9. SHARE OPTIONS: ▇▇. ▇▇▇▇ is eligible for and has received stock option
grants of 7,500 shares in TRM Corporation issued under the current TRM
Corporation Restated 1996 Stock Option Plan. Upon execution of this
Agreement, ▇▇. ▇▇▇▇ will receive non-qualified stock options to purchase
an additional 7,500 shares in TRM Corporation issued under the current TRM
Corporation Restated 1996 Stock Option Plan.
10. EXPENSES: The Company will reimburse any travel or other business expenses
that ▇▇. ▇▇▇▇ has actually properly (and not unreasonably) incurred in
carrying out his duties and shall supply satisfactory documentary evidence
to the Company in respect thereto. This shall include, but not be limited
to, mobile phone, computer and high-speed home internet access as mutually
agreed.
11. DIRECTOR LIABILITY: ▇▇. ▇▇▇▇ will be covered under the Parent Company's
existing Directors and Officers liability insurance arrangements.
12. COMPANY CAR: The Company will provide ▇▇. ▇▇▇▇ with a motorcar that is
suitable, in the Company's opinion, for his status and duties. The car
will be taxed, insured, maintained and repaired by the Company and
replaced with a new leased vehicle every two years. ▇▇. ▇▇▇▇ may use the
car for business and private purposes and when travelling on company
business will be reimbursed for his fuel costs in accordance with the
Company's fleet policy.
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▇▇. ▇▇▇▇ will drive carefully, take good care of the car and observe all
the conditions in the Company's fleet policy and motor insurance policy.
He confirms that he has a full, clean driving licence and the Company has
entered into this agreement on that understanding.
13. HOLIDAYS: ▇▇. ▇▇▇▇ is entitled to 30 working days' holiday on full salary
in every year, on dates to be agreed in advance with CEO of TRM
Corporation. This is in addition to bank and public holidays. Holidays not
taken in one year (not exceeding one week) may be carried forward to the
next year. Holiday money will accrue pro-rata throughout the year and any
accrued holiday money will be paid when this employment ends. The Company
may require ▇▇. ▇▇▇▇ to take any holiday due to him during a period of
garden leave under paragraph 24 below.
14. PENSION: The Company will contribute 3% of total salary to any approved
pension scheme nominated by ▇▇. ▇▇▇▇.
15. PRIVATE HEALTH INSURANCE: ▇▇. ▇▇▇▇ is entitled to membership of the
Company's private health insurance scheme on the terms now in force, which
he understands may be varied from time to time.
16. PERSONAL ACCIDENT INSURANCE: ▇▇. ▇▇▇▇ will be eligible to participate in
the Company's personal accident insurance plan on the terms now in force,
which he understands may be varied from time to time.
17. SICKNESS: The Company will continue to pay ▇▇. ▇▇▇▇'▇ salary in full
during any period of absence due to ill health or incapacity up to a
maximum of two (2) weeks in any calendar year. After a period of twenty
(20) weeks (unless he has already returned to work for at least four
consecutive weeks) the Company may terminate his employment on payment of
three months' salary in lieu of notice.
▇▇. ▇▇▇▇ will give credit against his salary for any statutory sick pay.
He will keep the Company fully informed as to his condition and prognosis
and, if requested, will submit himself to an examination by a medical
practitioner nominated by the Company. If he declines to do so his salary
may be withheld.
18. THIRD PARTY CLAIMS: Notwithstanding paragraph 17 ▇▇. ▇▇▇▇ will not be
entitled to any part of his salary if his absence due to incapacity
results in an injury for which he is able to claim damages from a third
party. In that event the Company may, in its absolute discretion, advance
▇▇. ▇▇▇▇ sums not exceeding the salary that he would otherwise have
received against his written undertaking to refund such payments from any
damages he may recover for loss of earnings.
▇▇. ▇▇▇▇'▇ OBLIGATIONS
19. CONFIDENTIALITY: During his employment ▇▇. ▇▇▇▇ will act in good faith
towards the Company and will not allow his own and the Company's interests
to conflict. Nor,
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during his employment, will he disclose or make use of the Company's
confidential information including materials, documents and information
whether written or oral relating to the Company's and its Parent Company's
business assets, operations, finances, product specifications, sales and
marketing data and plans, pricing and cost information and any other
technical or business information of whatever nature (whether written,
verbal or electronic), trade or commercial secrets of which he may become
possessed whilst in the service of the Company or previously or otherwise,
except in the proper course of his duty under this agreement, or as
authorised in writing by the board, or as ordered by a court of competent
jurisdiction. After termination of this agreement ▇▇. ▇▇▇▇ will still
preserve the Company's and Parent Company's confidential information and
trade and commercial secrets but (for the avoidance of doubt) will not be
prevented from using his own business skills and experience in any other
employment.
20. OUTSIDE INTERESTS AND SHARE DEALINGS: During his employment ▇▇. ▇▇▇▇ will
not engage, whether directly or indirectly, in any other trade, business
or profession without the board's consent; but this provision shall not
prevent him from buying shares by way of investment so long as his
shareholding does not exceed 5% of the issued share capital of any public
listed company. However, ▇▇. ▇▇▇▇ shall not be a shareholder in any direct
competitors of the Company whether public or private.
He will himself comply with the relevant Stock Exchange Regulations, and
with the groups' own Code of Ethics in relation to dealings in the
Company's and TRM Corporation's securities.
21. LOYALTY: ▇▇. ▇▇▇▇ will not at any time during his employment recruit or
attempt to recruit any other director or employee of the Company, its
parent, TRM Corporation, or its subsidiaries to work for him, or for any
other person or organisation, either then or at any time in the future;
nor will he do so for a period of twelve months after his employment has
ended. This restriction extends to any individuals who may have been on
the board of TRM Corporation or the board of a subsidiary during the final
twelve months of ▇▇. ▇▇▇▇'▇ employment and to any individuals who may have
been working for the Company, TRM Corporation or a subsidiary during the
same period.
22. NON-COMPETITION DURING AND AFTER EMPLOYMENT
22.1 ▇▇. ▇▇▇▇ acknowledges that he will obtain, in the course of his
employment, knowledge of the trade connection and secrets and other
confidential information of the Company and therefore ▇▇. ▇▇▇▇ agrees with
the Company (for itself and as trustee for each other member of the Group)
to be bound by the following restrictions:
22.2 ▇▇. ▇▇▇▇ shall not, for the period of twelve months after termination of
their agreement (or such other reduced period which may be substituted
therefore pursuant to this clause), directly or indirectly carry on or be
engaged, concerned or interested in any business which is carried on
within the United Kingdom and which is competitive or likely to be
competitive with any business carried on by the Company after termination
of this agreement.
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22.3 For the period of twelve months after termination of this agreement (or
for such other reduced period which may be substituted therefore pursuant
to this clause), directly or indirectly solicit in relation to any goods
or services of the same or similar kind to those supplied by the Company
as at the date hereof the custom of any person who was, at any time during
the period of two years before the date of the termination, a customer of
or in the habit of dealing with the Company.
22.4 For the period of twelve months after termination of this agreement (or
such other period of years which my be substituted therefore pursuant to
this clause), directly or indirectly interfere or seek to interfere or
take such steps as may interfere with suppliers of goods or services to
the Company or have any dealings in relation to any person who has at any
time during the period of two years before the date of termination, a
supplier of goods or services to the Company.
23. SCOPE OF RESTRICTIONS: ▇▇. ▇▇▇▇ acknowledges that paragraphs 19 and 20
above impose separate and independent restrictions, the scope of which
appears to be no greater than necessary for the protection of the
Company's interests and is reasonable in all circumstances. However, he
understands that such restrictions are open to scrutiny by the court and
may sometimes be held invalid from the outset or because of changing
circumstances. Accordingly if any of these restrictions shall be adjudged
void or ineffective for whatever reason but would be adjudged valid and
effective if the wording were revised, they shall be amended and modified
as necessary to ensure their validity.
24. GARDEN LEAVE: During the unexpired period of any notice served (by either
party) under paragraph 1 of this agreement, the Company may suspend ▇▇.
▇▇▇▇'▇ duties and direct that he absent himself from the Company's
premises on garden leave.
25. INVENTIONS, ETC: If ▇▇. ▇▇▇▇, by himself or with others, is working
towards, makes or discovers any design, invention or improvement which may
be relevant to the Company's business (or to the business of the Parent
Company) he will promptly confide in the board. Any such design, invention
or improvement shall be the absolute property of the Company and ▇▇. ▇▇▇▇
will supply all of the documentary and other information in his possession
or control, to enable the Company to exploit the same to the best
advantage. He will also execute any necessary documents, and do whatever
else may be necessary to secure the Company's intellectual property rights
in any such design, invention or improvement, including patent or similar
protection; and this whether or not he is still employed by the Company.
GRIEVANCE AND DISCIPLINARY PROCEDURES
26. GRIEVANCES: If ▇▇. ▇▇▇▇ has any grievance to his work he should first
speak or write to the CEO of the Parent Company. In the event of a
disagreement with any decision of the CEO of the Parent Company in
relation to paragraphs 27, 28 and/or Schedule 1, ▇▇. ▇▇▇▇ can refer the
matter to the Chairman of the Parent Company, whose decision shall be
final.
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27. DISCIPLINARY RULES: The Company has a Code of Ethics, as well as a
Disciplinary Code, a copy of which is attached as Schedule 1. ▇▇. ▇▇▇▇
agrees that the Company may revise these Codes from time to time, and
consents to such revisions, so long as they are fair and reasonable, not
inconsistent with this agreement and not retrospective in effect.
VARIATION AND TERMINATION
28. SUMMARY DISMISSAL: The Company may, in addition to the provisions in
Schedule 1, dismiss ▇▇. ▇▇▇▇ without notice if:
(a) he is guilty of dishonesty, serious neglect or gross misconduct in
the course of his employment;
(b) he expressly or by implication repudiates this agreement;
(c) he acts in such a way (whether or not in the course of his
employment) as to bring the Company or the group into disrepute;
(d) he is convicted of a criminal offence (this does not include a
motoring offence unless it results in imprisonment or
disqualification);
(e) he is declared bankrupt or enters into a composition or arrangement
for the benefit of his creditors (this includes a voluntary
arrangement under the Insolvency Act 1986); or
(f) he is admitted to hospital following an order under the Mental
Health Act.
(g) He fails to cure any breach (if capable remedy) other than those in
(a) to (f) above within 30 days of receipt of written notice from
the Company requesting such cure.
29. SUSPENSION: Pending consideration by the Company of any of the matters
referred to in paragraphs 27 and 28 above ▇▇. ▇▇▇▇ may be suspended from
duty on full pay.
30. RESIGNATION FROM DIRECTORSHIP: When his employment ends, for whatever
reason, ▇▇. ▇▇▇▇ will immediately on request resign from his office of
director (and from his directorships of any other company in the group).
In case he should fail to do so the Company is irrevocably authorised to
appoint some other person to tender such resignations on his behalf.
31. COMPANY PROPERTY: When his employment ends, for whatever reason, ▇▇. ▇▇▇▇
will return to the Company's head office:
(a) his Company car and all his car keys;
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(b) his computer and mobile phone, with full details of any passwords
which he may have installed;
(c) every Company document (including electronic documents) of whatever
description in his possession or control, including his own working
papers, together with any copies, notes or summaries of such
documents (for all of which he undertakes to make a diligent
search); and
(d) any other Company property in his possession or control.
32. RECONSTRUCTION AND AMALGAMATION: If the Company goes into liquidation for
the purpose of reconstruction or amalgamation, and if in such a case ▇▇.
▇▇▇▇ is offered employment with some other company in the group on terms
no less favourable than those in this agreement, then he shall have no
claim against the Company for a redundancy payment, or for unfair or
wrongful dismissal.
MISCELLANEOUS
33. EMPLOYMENT PARTICULARS: This agreement, and the other documents to which
it refers, together comprise the written particulars of employment to
which ▇▇. ▇▇▇▇ is entitled under Part 1 of the Employment Rights ▇▇▇ ▇▇▇▇.
There is no collective agreement which directly affects these terms and
conditions of employment.
34. NOTICES: Any notices to be served on the Company may be sent by fax, email
or first class letter post to its head office in the UK together with
copies by fax or email to:
TRM Corporation
▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇
Attn: Chief Executive Officer
Fax ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
Email ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Any notices to be served to ▇▇. ▇▇▇▇ may be handed to him or sent by fax,
email or first class letter post to his home address. Notices sent by
first class shall be deemed to have been served on the first working day
following posting. Notices sent by fax shall be deemed to have been served
on the following day, but only if a transmission report is generated by
the sender's fax machine recording a message from the recipient's fax
machine, confirming that the fax was sent to the correct number and that
all pages were successfully transmitted.
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35. PREVIOUS AGREEMENTS: This agreement supersedes all previous agreements and
arrangements between ▇▇. ▇▇▇▇ and the Company. All such agreements and
arrangements are terminated by mutual consent with effect from the date of
this agreement.
36. DEFINITIONS: In this agreement:
(a) `the board' means the Company's board of directors; and
(b) `the group' means any holding, subsidiary or associated company and
the Parent Company.
37. GOVERNING LAW AND JURISDICTION
This agreement shall be governed by and constituted in accordance with
English Law and the parties hereby irrevocably submit to the non-exclusive
jurisdiction of the English courts.
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SCHEDULE 1
DISCIPLINARY RULES
1. GROSS MISCONDUCT
Gross misconduct may lead to instant dismissal and consist of serious
misconduct (whether or not the first and/or second stage of the
disciplinary procedure has been completed) or more serious offences or
breaches of ▇▇. ▇▇▇▇'▇ duties, including by way of example:
- Dishonesty, theft, embezzlement, forgery or unauthorised possession
of the Company's property.
- Unauthorised disclosure or use of information. Indecent behaviour.
- Being on duty under the influence of alcohol, or the misuse of
drugs.
- Assault, fighting or intimidation.
- Other offences of a similar or great gravity or any action
calculated to aid, abet or conspire with others in such activities.
2. MISCONDUCT
Misconduct consists of minor breaches of duties or any insubordinate or
unacceptable behaviour including, by way of example only;
- Absenteeism or unauthorised absence.
- Lateness or poor time keeping.
- Failure to carry out the proper instructions of a superior.
- Rudeness to any customer, supplier, or fellow employee.
- Other offences of a similar gravity.
3. DISCIPLINARY PROCEDURE
3.1 No action will be taken before a proper investigation has been
undertaken by the Company relating to the circumstances of the
matters complained of. If appropriate, the Company may, by written
notice, suspend ▇▇. ▇▇▇▇ for a specified period during which time
such as investigation will be undertaken. If ▇▇. ▇▇▇▇ is so
suspended, his contract of employment will be deemed to continue
together with all his rights under this agreement, including the
payment of salary, but during the period of suspension ▇▇. ▇▇▇▇ will
not be entitled to access to any of the Company's premises, except
at
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the prior request or with the prior consent of the Company and
subject to such conditions as the Company may impose. The decision
to suspend ▇▇. ▇▇▇▇ will be notified to him by the CEO of TRM
Corporation.
Where ▇▇. ▇▇▇▇ is suspended for misconduct the following procedure
will apply:
3.2 ▇▇. ▇▇▇▇ will discuss the matter with the CEO of TRM Corporation who
will give, if appropriate, a verbal warning or will immediately
apply a written warning. Thereafter, ▇▇. ▇▇▇▇ shall have the right
to refer the matter, if under paragraphs 27 and 28 and this
Schedule, to the Chairman of the Parent Company whose decision shall
be final.
3.3 In all cases where a warning is given, whether oral or written, this
will be recorded but automatically cancelled after a period of one
year.
3.4 At any formal stage of the procedures outlined herein ▇▇. ▇▇▇▇ has
the right to be accompanied by a fellow employee of his choice.
3.5 The Company reserves the right to suspend ▇▇. ▇▇▇▇ with pay at any
stage of the disciplinary procedure or before it commences whether
for investigation or to await any particular event. During any
period of suspension ▇▇. ▇▇▇▇ must immediately return to the Company
any books, papers, information or other property of the Company or
any member of the group in his possession and may in no
circumstances act on behalf of the Company or any member of the
group or represent himself to be doing so.
Signed as agreed the day and year before written
/s/ ▇▇▇▇▇▇ ▇▇▇▇ )
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Signed By )
▇▇▇▇▇▇ ▇▇▇▇ )
/s/ TRM Copy Centres (UK) Limited )
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Signed By )
TRM Copy Centres (UK) Limited )
/s/ TRM (ATM) Limited )
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Signed By )
TRM (ATM) Limited )
