Exhibit 10.6(e)
Mr. Danial J. Tierney
15711 NE 180 th Street
Brush Prairie, WA 98606
Re: Severance Agreement and
Release of Claims
Dear
Danial:
This Severance Agreement and Release
of Claims (“ Agreement ”) sets forth our
agreement regarding severance arrangements and release of claims
and identifies certain continuing obligations of TRM Corporation
(“ TRM ”) and you (“ Tierney
” or “ you ”). This Agreement is entered
into pursuant to, and to confirm but not amend, modify or replace,
the Employment Agreement between you and TRM dated as of
January 1, 2000 (the “ Employment Agreement
”).
1. TRM’s
Obligations . In consideration for this Agreement, in exchange
for the release set forth in paragraph 4 below, and subject to your
performance of all terms of this Agreement, TRM agrees that:
(a) It shall provide you with
consulting pay as set forth in the consulting agreement, dated
December 12, 2006, attached hereto (the “ Consulting
Agreement ”).
(b) Provided that you make an
election to continue health insurance coverage in accordance with
the requirements of COBRA, and subject to the terms and conditions
of TRM’s group health insurance plan, TRM shall pay the full
health insurance premium for the same plan and at the same coverage
and benefit level as TRM provided immediately preceding your
termination of employment as Executive Vice President, for one year
from January 2, 2007 or until you become covered under another
employer’s health insurance plan. Your participation in
TRM’s healthcare plan shall be otherwise subject to
provisions of COBRA.
(c) TRM shall pay you a
severance payment totaling $275,000 on January 2, 2007,
payment for accrued but unused paid-time-off in the amount of
$15,000, and, to the extent not theretofore paid to you, salary of
$22,917 for December 2006.
(d) TRM shall pay or reimburse
you for up to $9,000 for career coaching services subject to your
provision of supporting documentation to TRM.
(e) TRM shall provide
indemnification to the extent provided in its bylaws in connection
with actions taken as an officer of TRM.
(f) TRM shall reimburse your
reasonable costs, including attorney fees, in connection with
Nasdaq’s trading investigation.
(g) TRM shall take such
corporate actions as may be necessary to cause the vesting of all
unvested restricted stock or stock options held by you on
January 2, 2007 and to extend the time to sell such options to
two years from the termination of your employment or ten years
from
the date
of grant, whichever is shorter. You acknowledge that, as a result
of such extension, any incentive stock options held by you will no
longer be treated as incentive stock options under the Internal
Revenue Code of 1986, as amended, but rather as non-incentive stock
options.
2. Full Satisfaction of
Agreement . You acknowledge and agree that the payments and
other consideration provided pursuant to paragraph 1 are the full
and complete amounts owed to you pursuant to the Employment
Agreement.
3. Your Obligations . In
consideration of the Employment Agreement and this Agreement, and
in addition to the release set forth in paragraph 4 below, and your
other covenants herein, you agree that you:
(a) Shall
immediately resign from all positions, if any, as an officer or
director of TRM and its subsidiaries and affiliates, and from all
positions, if any, as a fiduciary with respect to any employee
benefit plan of TRM or its subsidiaries and affiliates. You waive,
relinquish and abandon any and all employment with TRM (or its
subsidiaries, sister corporations, partners, related entities,
contractors or sub-contractors) now and forevermore;
(b) Except
as required to perform your duties under the Consulting Agreement,
shall immediately return to TRM, to the extent you have not already
done so, all correspondence, files, customer and prospect lists,
notes, computer data, technical data and other documents and
materials that contain any such confidential or proprietary
knowledge or information, without retaining any copies of such
materials for yourself, provided that, at the end of the term of
the Consulting Agreement, any of the foregoing retained by you
pursuant to the exception above, shall be immediately returned to
TRM;
(c) Shall,
except as provided in the Consulting Agreement, return all other
property belonging to TRM, including, but not limited to, all
business machines, computers, computer hardware and software
programs, telephones (cellular, mobile or other), pagers, keys,
card keys and credit cards;
(d) Shall
fully cooperate with TRM as needed in the future with respect to
any legal matters involving TRM or any of its subsidiaries and
affiliates, provided that TRM will use good faith efforts to give
you reasonable advance notice of the need for such cooperation, and
provided further that (i) TRM will reimburse you for all
expenses reasonably incurred by you in connection with the
foregoing, and (ii) following the end of the term of the
Consulting Agreement, TRM shall compensate you for any time you
thereafter expend in connection with the foregoing rate of $150 per
hour. You agree that, in connection with the foregoing, you shall,
subject to pre-existing commitments, make yourself reasonably
available to TRM;
(e) Confirm
that Section 3 of the Former Employment Agreement shall remain
in full force and effect and agree to continue to be bound by
Section 3 of the Former Employment Agreement.
4. Release of Claims.
You hereby irrevocably and unconditionally release and forever
discharge TRM and each and all of its parents, subsidiaries, sister
corporations, partners, officers, agents, directors, shareholders,
supervisors, employees, representatives, attorneys, insurers,
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