exv10w8



 




Exhibit
10.8




SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT




     THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and
between Cardtronics, LP, a Delaware limited partnership (the “Company”), Cardtronics, Inc., a
Delaware corporation (the “Parent Company”), and Jack M. Antonini (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 January 20, 2003 (the “Employment Agreement”); and



     WHEREAS, the Company and the Employee executed that First Amendment to Employment Agreement
dated as of February 4, 2004 (the “First Amendment”) desire to amend further 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. Subparagraph (a) of the definition of the term “Change of Control” in Exhibit A to the
Employment Agreement shall be deleted and the following shall be substituted therefore:




(a) prior to the date of an IPO, (i) any transaction or event pursuant to which the
CapStreet Investors (formerly the Summit Investors) and TA Associates, Inc. or their
respective affiliates cease collectively to own fifty percent (50%) or the Company’s common
stock equivalents; and”



     2. Section 2.1 of the Employment Agreement shall be deleted and the following shall be
substituted therefor:




     “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 (the Employee’s actual
period of employment, whether extending through the Stated Term or terminated
earlier in accordance with this Agreement, is referred to herein as the “Employment
Term”).”



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




“(b) Intentionally omitted.”



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




“(c) If the Employee’s employment shall terminate pursuant to Section
3.2(b)(iii) or Section 3.2(c), 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 and all other compensation, bonuses, benefits
and other rights then accrued or vested.”



 









 





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




“From and after January 1, 2005, the Company shall pay the Employee an annual gross
base salary of $330,750.00 (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.”



     6. Section 5.2 of the Employment Agreement shall be deleted and the following
shall be substituted therefor:




     “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.”



     7. 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 therefor:




     “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:”



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




“(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



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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;”



     9. This Amendment is executed in connection with an anticipated equity investment in the
Parent Company by TA Associates, Inc. or its affiliates. Following that investment, the Company
will undertake and complete by 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 involve 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.



     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, as
previously amended by the First Amendment, 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 Agreement, as amended by the First Amendment.



     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/ JACK M ANTONINI
	 	 	 	 
	 

Jack M. Antonini

	 	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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