exv10w15



 




Exhibit
10.15




FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT




     THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between
Cardtronics, LP, a Delaware limited partnership (the “Company”), Cardtronics, Inc. (the “Parent
Company”), and Thomas E. Upton (the “Employee”) effective as of January 1, 2005.



     WHEREAS, the Company and the Employee have heretofore entered into that certain Employment
Agreement dated as of June 1, 2001 (the “Employment Agreement”); and



     WHEREAS, the Company and the Employee desire to amend the Employment Agreement in certain
respects;



     NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set
forth herein, the Company and the Employee hereby agree, effective as of the date first set forth
above, that the Employment Agreement shall be and is hereby amended as hereafter provided:



     1. Section 3.1 of the Employment Agreement shall be deleted and the following shall be
substituted therefore:




     “3.1 Employment Term. The term of the Employee’s employment with the Company
shall commence on the Effective Date and end on January 31, 2008 (the “Stated
Term”) unless earlier terminated in accordance with this Agreement (such period
of employment, as it may be earlier terminated, being referred to herein as the
“Employment Term”).”



     2. Section 3.3(b) of the Employment Agreement shall be deleted and the following shall be
substituted therefore:




“(b) If the Employee’s employment shall terminate upon Employee’s death or pursuant
to Section 3.2(b)(i) or (iii), then the Employee shall be entitled to receive
severance pay equal to the Base Salary for the lesser of (A) twelve months or (B)
the number of months remaining in the Stated Term.”



     3. Section 3.3(c) of the Employment Agreement shall be deleted and the following shall be
substituted therefore:




“(c) Intentionally omitted.”



     4. The first sentence of Section 4.1 of the Employment Agreement shall be deleted and the
following shall be substituted therefore:




“From and after January 1, 2005, the Company shall pay the Employee an
annual gross salary of $210,000.00 (the “Base Salary”), which the Company
shall pay to the Employee in bi-weekly installments in accordance with the
Company’s regular payroll practice for management employees.”



 









 





     5. Section 5.2 of the Employment Agreement shall be deleted and the following shall be
substituted therefore:




     “5.2 Disclosure to the Employee. The Company has and will disclose to the
Employee, or place the Employee in a position to have access to or develop,
Confidential Information and Work Product of the Company or its Affiliates; and/or
has and will entrust the Employee with business opportunities of the Company or its
Affiliates; and/or has and will place the Employee in a position to develop business
good will on behalf of the Company or its Affiliates. The Employee agrees to
preserve and protect the confidentiality of all Confidential Information or Work
Product of the Company or its Affiliates.”



     6. The text of Section 7.1 of the Employment Agreement that precedes Section 7.1(a) of the
Employment Agreement shall be deleted and the following shall be substituted therefore:




     “7.1 In General. As part of the consideration for the compensation and
benefits to be paid to the Employee hereunder; to protect the trade secrets and
Confidential Information of the Company or its Affiliates that has been and will in
the future be disclosed or entrusted to the Employee, the business good will of the
Company or its Affiliates that has been and will in the future be developed in the
Employee, or the business opportunities that have been and will in the future be
disclosed or entrusted to the Employee by the Company or its Affiliates; and as an
additional incentive for the Company to enter into this Agreement, the Company and
the Employee agree to the provisions of this Section 7.1. The Employee agrees that,
from the date hereof until 24 months after the date of the Employee’s termination of
employment with the Company for any reason whatsoever (the “Non-Compete Period”),
the Employee shall not:”



     7. Section 7.1(a) of the Employment Agreement shall be deleted and the following shall be
substituted therefore:




“(a) directly or indirectly participate in the ownership, management, operation or
control of, or be connected as an officer, employee, partner, director, contractor or
otherwise with, or have any financial interest in or aid or assist anyone else in the
conduct of, any business in any of the business territories in which the Company is
presently or from time-to-time conducting business that either owns and operates an ATM
business, which business consists of one or more of the following activities: owning,
operating, and managing ATMs (a “Competitive Operation”); provided, however, that this
provision shall not preclude the Employee from (i) being employed by an electronics
funds processing company, an armored carrier company, or a financial institution that
may process ATM transactions and provide cash and cash management services to an ATM
Business; (ii) being employed by any financial institution so long as Employee’s
principal duties at such institution are not directly and primarily related to the ATM
business; or (iii) owning less than 2% of the equity securities of any publicly held
Competitive Operation so long as the Employee does not serve as an employee, officer,
director or consultant to such business;”



     8. This Amendment is executed in connection with an anticipated equity investment in the
Parent Company by TA Associates, Inc. or its affiliates (“TA”). Following that investment, the
Company will undertake and complete no later than September 30, 2005, a comprehensive compensation
study covering all executive compensation issues, e.g. salary, stock options, paid holidays, and
other perquisites. Upon completion of that study, Employee’s compensation package may be modified;
provided, however that no such modification will contain a reduction in the Base Salary or other
benefits
set forth in the Employment Agreement or this Amendment or be effective unless executed by the
Employee.



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     9. The defined term “Annual Base Salary” in Exhibit “A” is deleted.



     10. This Amendment (a) shall supersede any prior agreement between the Company, the Parent
Company, and the Employee relating to the subject matter of this Amendment and (b) shall be binding
upon and inure to the benefit of the parties hereto and any successors to the Company and all
persons lawfully claiming under the Employee.



     11. Except as expressly modified by this Amendment, the terms of the Employment Agreement
shall remain in full force and effect and are hereby confirmed and ratified. Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the Employment Agree



     IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on this the
10th day of February, 2005.




	 	 	 	 	 
	“EMPLOYEE”

	 	“COMPANY”	 	 
	 
	 	 	 	 
	 

	 	CARDTRONICS, LP

	 	 

	 
	 	 	 	 
	/s/ Thomas E. Upton 	 	 	 	 
	Thomas E. Upton	 	By:  /s/ J. Chris Brewster	 	 
	 
	 	 
	 	 
	 

	 	Name:  J. Chris
Brewster	 	 
	 

	 	 
	 	 
	 

	 	Title:  Chief
Financial Officer	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	“PARENT COMPANY”
	 	 
	 
	 	 	 	 
	 

	 	CARDTRONICS, INC.
	 	 
	 
	 	 	 	 
	 

	 	By:  /s/ J. Chris Brewster	 	 
	 

	 	 
	 	 
	 

	 	Name:  J. Chris
Brewster	 	 
	 

	 	 
	 	 
	 

	 	Title:  Chief
Financial Officer	 	 
	 

	 	 
	 	 






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