exv10w11



 





Exhibit
10.11



SECOND AMENDMENT TO

RESTRICTED STOCK AGREEMENT




     THIS
SECOND AMENDMENT TO RESTRICTED STOCK AGREEMENT (“Second Amendment”) is entered into by
and between Cardtronics, Inc., a Delaware corporation (the “Company”), and Jack M. Antonini (the
“Employee”) as of February 10, 2005.



     WHEREAS, the Company and the Employee have heretofore entered into that certain Restricted
Stock Agreement dated as of February 4, 2004 (the “Restricted Stock Agreement”); and



     WHEREAS, the Company and the Employee have heretofore entered into that First Amendment to
Restricted Stock Agreement dated as of March 1, 2004 (the “First Amendment”); and



     WHEREAS, the Company and the Employee desire to amend the Restricted Stock Agreement, as
previously amended, 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 Restrictive Stock Agreement shall be further amended as hereafter provided:



     1. Subparagraph (a) of the definition of the term “Change of Control” in Section 1
“Definitions” to the Restricted Stock Agreement shall be deleted and the following shall be
substituted therefor:



     "(a) prior to the date of an IPO, any transaction or event pursuant to which (i) (A) the
CapStreet Group, Inc. and/or its affiliates (the “CapStreet Group”) cease to own fifty percent
(50%) or more of the number of shares of the Parent Company’s common stock that they own on
February 11, 2005, and (B) TA Associates, Inc. and/or its affiliates (the “TA Group”) cease to
collectively own 50% or more of the number of shares of the Parent Company’s common stock that they
own on February 11, 2005 (on an as converted basis), (ii) any acquisition by any person or “group”
(within the meaning of Section 13(d)(3) of the Securities Act of 1934, as amended), other than the
CapStreet Group and/or the TA Group, of more than fifty percent (50%) of the Parent Company’s
common stock (on an as converted basis) through the issuance of common stock by the Parent Company,
(iii) any person or “group” (within the meaning of Section 13(d)(3) of the Securities Act of 1934,
as amended), other than the CapStreet Group and/or the TA Group, has the right to designate a
majority of the Board of the Directors of the Parent Company or (iv) all or substantially all of
the assets of the Parent Company are transferred to an entity which such entity after such
transfer is not owned by the holders of equity securities of the Parent Company in substantially
the same proportions as they owned the Parent Company immediately prior to such transfer;”



     2. This Second Amendment 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.



     3. Except as expressly modified by this Second Amendment, the terms of the Restrictive Stock
Agreement shall remain in full force and effect and are hereby confirmed and ratified.



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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment
as of the date first set forth above.



	 	 	 	 	 	 
	“EMPLOYEE”	 	“COMPANY”









CARDTRONICS, LP

 	 
	   /s/ Jack M. Antonini	 	By:  	                       /s/ J. Chris Brewster
 	 
	JACK M. ANTONINI 	 	 	Name:  	                         J. Chris Brewster 	 
	 	 	 	Title:  	Chief Financial Officer 	 
	 




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