exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Cardtronics, LP, a Delaware
limited partnership (the “Company”), and [NAMED EXECUTIVE] (“Executive”).



W I T N E S S E T H:




     WHEREAS, the Company desires to employ Executive on the terms and conditions, and for the
consideration, hereinafter set forth and Executive desires to be employed by the Company on such
terms and conditions and for such consideration.



     NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations
contained herein, the Company and Executive agree as follows:



ARTICLE I

DEFINITIONS




     In addition to the terms defined in the body of this Agreement, for purposes of this
Agreement, the following capitalized words shall have the meanings indicated below:



     1.1 “Average Annual Bonus” shall mean the average Annual Bonus paid (or payable) for the two
calendar years preceding the Date of Termination.



     1.2 “Board” shall mean the Board of Directors of the Parent Company.



     1.3 “Cause” shall mean a determination by the Board that Executive (a) has engaged in gross
negligence, gross incompetence or willful misconduct in the performance of Executive’s duties with
respect to the Company or any of its affiliates, (b) has refused without proper legal reason to
perform Executive’s duties and responsibilities to the Company or any of its affiliates, (c) has
materially breached any material provision of this Agreement or any written agreement or corporate
policy or code of conduct established by the Company or any of its affiliates, (d) has willfully
engaged in conduct that is materially injurious to the Company or any of its affiliates, (e) has
disclosed without specific authorization from the Company confidential information of the Company
or any of its affiliates that is materially injurious to any such entity, (f) has committed an act
of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the
Company or any of its affiliates, or (g) has been convicted of (or pleaded no contest to) a crime
involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a
foreign jurisdiction).



     1.4 “Change in Control” shall mean:




     (a) a merger of the Parent Company with another entity, a consolidation involving the
Parent Company, or the sale of all or substantially all of the assets of the Parent Company
to another entity if, in any such case, (i) the holders of equity securities of the Parent
Company immediately prior to such transaction or event do not beneficially own immediately
after such transaction or event equity securities of the resulting entity entitled to 60% or
more of the votes then eligible to be cast in the election of directors



 









 







generally (or comparable governing body) of the resulting entity in substantially the
same proportions that they owned the equity securities of the Parent Company immediately
prior to such transaction or event or (ii) the persons who were members of the Board
immediately prior to such transaction or event shall not constitute at least a majority of
the board of directors of the resulting entity immediately after such transaction or event;




     (b) the dissolution or liquidation of the Parent Company;




     (c) when any person or entity, including a “group” as contemplated by Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control
(including, without limitation, power to vote) of more than 50% of the combined voting power
of the outstanding securities of the Parent Company; or




     (d) as a result of or in connection with a contested election of directors, the persons
who were members of the Board immediately before such election shall cease to constitute a
majority of the Board.


For purposes of the preceding sentence, (i) “resulting entity” in the context of a transaction or
event that is a merger, consolidation or sale of all or substantially all assets shall mean the
surviving entity (or acquiring entity in the case of an asset sale) unless the surviving entity (or
acquiring entity in the case of an asset sale) is a subsidiary of another entity and the holders of
common stock of the Parent Company receive capital stock of such other entity in such transaction
or event, in which event the resulting entity shall be such other entity, and (ii) subsequent to
the consummation of a merger or consolidation that does not constitute a Change in Control, the
term “Parent Company” shall refer to the resulting entity and the term “Board” shall refer to the
board of directors (or comparable governing body) of the resulting entity.




     1.5 “Code” shall mean the Internal Revenue Code of 1996, as amended.



     1.6 “Date of Termination” shall mean the date specified in the Notice of Termination relating
to termination of Executive’s employment with the Company, subject to adjustment as provided in
Section 3.3.



     1.7 “Good Reason” shall mean the occurrence of any of the following events:




     (a) a diminution in Executive’s Base Salary of five percent (5%) or more; or




     (b) a material diminution in Executive’s authority, duties, or responsibilities as
[TITLE OF EXECUTIVE]; or




     (c) the involuntary relocation of the geographic location of Executive’s principal
place of employment by more than 75 miles from the location of Executive’s principal place
of employment as of the Effective Date.


Notwithstanding the foregoing provisions of this Section 1.7 or any other provision in this
Agreement to the contrary, any assertion by Executive of a termination of employment for “Good
Reason” shall not be effective unless all of the following conditions are satisfied: (i) the
condition described in Section 1.7(a), (b) or (c) giving rise to Executive’s termination of


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employment must have arisen without Executive’s written consent; (ii) Executive must provide
written notice to the Company of such condition in accordance with Section 11.1 within 45 days of
the initial existence of the condition; (iii) the condition specified in such notice must remain
uncorrected for 30 days after receipt of such notice by the Company; and (4) the date of
Executive’s termination of employment must occur within 90 days after the initial existence of the
condition specified in such notice.




     1.8 “Notice of Termination” shall mean a written notice delivered to the other party
indicating the specific termination provision in this Agreement relied upon for termination of
Executive’s employment and the Date of Termination and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of Executive’s employment under
the provision so indicated.



     1.9 “Parent Company” shall mean Cardtronics, Inc., a Delaware corporation.



     1.10 “Section 409A Payment Date” shall mean the earlier of (a) the date of Executive’s death
or (b) the date that is six months after the date of termination of Executive’s employment with the
Company.



ARTICLE II

EMPLOYMENT AND DUTIES




     2.1 Employment; Effective Date. The Company agrees to employ Executive, and Executive
agrees to be employed by the Company, pursuant to the terms of this Agreement beginning as of
___, 20___ (the “Effective Date”) and continuing for the period of time set forth in Article III
of this Agreement, subject to the terms and conditions of this Agreement.



     2.2 Positions. From and after the Effective Date, the Company shall employ Executive
in the position of [TITLE OF EXECUTIVE] of the Company (including the Parent Company) or in such
other position or positions as the parties mutually may agree.



     2.3 Duties and Services. Executive agrees to serve in the position(s) referred to in
Section 2.2 hereof and to perform diligently and to the best of Executive’s abilities the duties
and services appertaining to such position(s), as well as such additional duties and services
appropriate to such position(s) which the parties mutually may agree upon from time to time.
Executive’s employment shall also be subject to the policies maintained and established by the
Company that are of general applicability to the Company’s executive employees, as such policies
may be amended from time to time.



     2.4 Other Interests. Executive agrees, during the period of Executive’s employment by
the Company, to devote substantially all of Executive’s business time, energy and best efforts to
the business and affairs of the Company and its affiliates. Notwithstanding the foregoing, the
parties acknowledge and agree that Executive may (a) engage in and manage Executive’s passive
personal investments (b) engage in charitable and civic activities; provided, however, that such
activities shall be permitted so long as such activities do not conflict with the business and
affairs of the Company or interfere with Executive’s performance of Executive’s duties hereunder,
and (c) diminimous other activities such as non-commercial speeches.



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     2.5 Duty of Loyalty. Executive acknowledges and agrees that Executive owes a
fiduciary duty of loyalty, fidelity and allegiance to act in the best interests of the Company and
to do no act that would materially injure the business, interests, or reputation of the Company or
any of its affiliates. In keeping with these duties, Executive shall make full disclosure to the
Company of all business opportunities pertaining to the Company’s business and shall not
appropriate for Executive’s own benefit business opportunities concerning the subject matter of the
fiduciary relationship.



ARTICLE III

TERM AND TERMINATION OF EMPLOYMENT




     3.1 Term. Subject to the remaining terms of this Article III, this Agreement shall be
for an initial term that continues in effect through the third anniversary of the Effective Date
(the “Initial Term”) and, unless terminated sooner as herein provided, shall continue on a
year-to-year basis (each a “Renewal Term” and together with the Initial Term, the “Term”).  If the
Company or Executive elects not to renew this Agreement for a Renewal Term, the Company or
Executive must give a Notice of Termination to the other party at least 90 days before the
expiration of the then-current Initial Term or Renewal Term, as applicable.  In the event that one
party provides the other with a Notice of Termination pursuant to this Section 3.1, no further
automatic extensions will occur and this Agreement shall terminate at the end of the then-existing
Initial Term or Renewal Term, as applicable.



     3.2 Company’s Right to Terminate. Notwithstanding the provisions of Section 3.1, the
Company may terminate Executive’s employment under this Agreement at any time for any of the
following reasons by providing Executive with a Notice of Termination:




     (a) upon Executive being unable to perform Executive’s duties or fulfill Executive’s
obligations under this Agreement by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than six months as determined by the Company and certified in
writing by a competent medical physician selected by the Company; or




     (b) Executive’s death; or




     (c) for Cause; or




     (d) for any other reason whatsoever or for no reason at all, in the sole discretion of
the Company.



     3.3 Executive’s Right to Terminate. Notwithstanding the provisions of Section 3.1,
Executive shall have the right to terminate Executive’s employment under this Agreement for Good
Reason or for any other reason whatsoever or for no reason at all, in the sole discretion of
Executive, by providing the Company with a Notice of Termination. In the case of a termination of
employment by Executive pursuant to this Section 3.3, the Date of Termination specified in the
Notice of Termination shall not be less than 15 nor more than 60 days, respectively, from the date
such Notice of Termination is given, and the Company may require a Date of Termination earlier than
that specified in the Notice of Termination (and, if such earlier Date of Termination



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is so required, it shall not change the basis for Executive’s termination nor be construed or
interpreted as a termination of employment pursuant to Section 3.1 or Section 3.2).



     3.4 Deemed Resignations. Unless otherwise agreed to in writing by the Company and
Executive prior to the termination of Executive’s employment, any termination of Executive’s
employment shall constitute an automatic resignation of Executive as an officer of the Company and
each affiliate of the Company, and an automatic resignation of Executive from the Board (if
applicable) and from the board of directors of the Company and any affiliate of the Company and
from the board of directors or similar governing body of any corporation, limited liability entity
or other entity in which the Company or any affiliate holds an equity interest and with respect to
which board or similar governing body Executive serves as the Company’s or such affiliate’s
designee or other representative.



     3.5 Meaning of Termination of Employment. For all purposes of this Agreement,
Executive shall be considered to have terminated employment with the Company when Executive incurs
a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the
Code and applicable administrative guidance issued thereunder.



ARTICLE IV

COMPENSATION AND BENEFITS




     4.1 Base Salary. During the term of this Agreement and retroactive to January 1,
2008, Executive shall receive a minimum, annualized base salary of [EXECUTIVE’S SALARY] (the “Base
Salary”). Executive’s annualized base salary shall be reviewed periodically by the Board (or a
committee thereof) and, in the sole discretion of the Board (or a committee thereof), such
annualized base salary may be increased (but not decreased) effective as of any date determined by
the Board (or a committee thereof). Executive’s Base Salary shall be paid in equal installments in
accordance with the Company’s standard policy regarding payment of compensation to executives but
no less frequently than monthly.



     4.2 Bonuses. Executive shall be eligible to receive an annual, calendar-year bonus
based on criteria determined in the discretion of the Board or a committee thereof (the “Annual
Bonus”), it being understood that (a) the target bonus at planned or targeted levels of performance
shall equal 50% of Executive’s Base Salary and (b) the actual amount of each Annual Bonus shall be
determined in the discretion of the Board or a committee thereof. The Company shall use
commercially reasonable efforts to pay each Annual Bonus with respect to a calendar year on or
before March 15 of the following calendar year (and in no event shall an Annual Bonus be paid after
December 31 of the following calendar year), provided that (except as otherwise provided in Section
7.1(b)) Executive is employed by the Company on such date of payment. If Executive has not been
employed by the Company since January 1 of the year that includes the Effective Date, then the
Annual Bonus for such year shall be prorated based on the ratio of the number of days during such
calendar year that Executive was employed by the Company to the number of days in such calendar
year.



     4.3 Other Perquisites. During Executive’s employment hereunder, the Company shall
provide Executive with the same perquisite benefits made available to other senior executives of
the Company.



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     4.4 Expenses. The Company shall reimburse Executive for all reasonable business
expenses incurred by Executive in performing services hereunder, including all expenses of travel
and living expenses while away from home on business or at the request of and in the service of the
Company; provided, in each case, that such expenses are incurred and accounted for in accordance
with the policies and procedures established by the Company. Any such reimbursement of expenses
shall be made by the Company upon or as soon as practicable following receipt of supporting
documentation reasonably satisfactory to the Company (but in any event not later than the close of
Executive’s taxable year following the taxable year in which the expense is incurred by Executive);
provided, however, that, upon Executive’s termination of employment with the Company, in no event
shall any additional reimbursement be made prior to the Section 409A Payment Date to the extent
such payment delay is required under Section 409A(a)(2)(B)(i) of the Code. In no event shall any
reimbursement be made to Executive for such fees and expenses incurred after the later of (1) the
first anniversary of the date of Executive’s death or (2) the date that is five years after the
date of Executive’s termination of employment with the Company.



     4.5 Vacation and Sick Leave. During Executive’s employment hereunder, Executive shall
be entitled to (a) sick leave in accordance with the Company’s policies applicable to its senior
executives and (b) four weeks paid vacation each calendar year (none of which may be carried
forward to a succeeding year).



     4.6 Offices. Subject to Articles II, III, and IV hereof, Executive agrees to serve
without additional compensation, if elected or appointed thereto, as a director of the Company or
any of the Company’s affiliates and as a member of any committees of the board of directors of any
such entities, and in one or more executive positions of any of the Company’s affiliates.



ARTICLE V

PROTECTION OF INFORMATION




     5.1 Disclosure to and Property of the Company. For purposes of this Article V, the
term “the Company” shall include the Company and any of its affiliates, and any reference to
“employment” or similar terms shall include a director and/or consulting relationship. All
information, trade secrets, designs, ideas, concepts, improvements, product developments,
discoveries and inventions, whether patentable or not, that are conceived, made, developed or
acquired by Executive, individually or in conjunction with others, during the period of Executive’s
employment by the Company (whether during business hours or otherwise and whether on the Company’s
premises or otherwise) that relate to the Company’s or any of its affiliates’ business, trade
secrets, products or services (including, without limitation, all such information relating to
corporate opportunities, product specification, compositions, manufacturing and distribution
methods and processes, research, financial and sales data, pricing terms, evaluations, opinions,
interpretations, acquisition prospects, the identity of customers or their requirements, the
identity of key contacts within the customer’s organizations or within the organization of
acquisition prospects, or production, marketing and merchandising techniques, prospective names and
marks) and all writings or materials of any type embodying any of such information, ideas,
concepts, improvements, discoveries, inventions and other similar forms of expression
(collectively, “Confidential Information”) shall be disclosed to the Company and are and shall be
the sole and exclusive property of the Company or its affiliates. Moreover, all



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documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records,
files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail,
electronic databases, maps, drawings, architectural renditions, models and all other writings or
materials of any type embodying any of such information, ideas, concepts, improvements,
discoveries, inventions and other similar forms of expression (collectively, “Work Product”) are
and shall be the sole and exclusive property of the Company (or its affiliates). Executive agrees
to perform all actions reasonably requested by the Company or its affiliates to establish and
confirm such exclusive ownership. Upon termination of Executive’s employment by the Company, for
any reason, Executive promptly shall deliver such Confidential Information and Work Product, and
all copies thereof, to the Company.



     5.2 Disclosure to Executive. The Company shall disclose to Executive, or place
Executive in a position to have access to or develop, Confidential Information and Work Product of
the Company (or its affiliates); and shall entrust Executive with business opportunities of the
Company (or its affiliates); and shall place Executive in a position to develop business good will
on behalf of the Company (or its affiliates).



     5.3 No Unauthorized Use or Disclosure. Executive agrees to preserve and protect the
confidentiality of all Confidential Information and Work Product of the Company and its affiliates.
Executive agrees that Executive will not, at any time during or after Executive’s employment with
the Company, make any unauthorized disclosure of, and Executive shall not remove from the Company
premises, Confidential Information or Work Product of the Company or its affiliates, or make any
use thereof, except, in each case, in the carrying out of Executive’s responsibilities hereunder.
Executive shall use all reasonable efforts to cause all persons or entities to whom any
Confidential Information shall be disclosed by Executive hereunder to preserve and protect the
confidentiality of such Confidential Information. Executive shall have no obligation hereunder to
keep confidential any Confidential Information if and to the extent disclosure thereof is
specifically required by law; provided, however, that in the event disclosure is required by
applicable law, Executive shall provide the Company with prompt notice of such requirement prior to
making any such disclosure, so that the Company may seek an appropriate protective order. At the
request of the Company at any time, Executive agrees to deliver to the Company all Confidential
Information that Executive may possess or control. Executive agrees that all Confidential
Information of the Company (whether now or hereafter existing) conceived, discovered or made by
Executive during the period of Executive’s employment by the Company exclusively belongs to the
Company (and not to Executive), and upon request by the Company for specified Confidential
Information, Executive will promptly disclose such Confidential Information to the Company and
perform all actions reasonably requested by the Company to establish and confirm such exclusive
ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations
under this Article V. As a result of Executive’s employment by the Company, Executive may also from
time to time have access to, or knowledge of, Confidential Information or Work Product of third
parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and
its affiliates. Executive also agrees to preserve and protect the confidentiality of such third
party Confidential Information and Work Product.



     5.4 Ownership by the Company. If, during Executive’s employment by the Company,
Executive creates any work of authorship fixed in any tangible medium of expression



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that is the subject matter of copyright (such as videotapes, written presentations, or
acquisitions, computer programs, E-mail, voice mail, electronic databases, drawings, maps,
architectural renditions, models, manuals, brochures, or the like) relating to the Company’s
business, products, or services, whether such work is created solely by Executive or jointly with
others (whether during business hours or otherwise and whether on the Company’s premises or
otherwise), including any Work Product, the Company shall be deemed the author of such work if the
work is prepared by Executive in the scope of Executive’s employment; or, if the work relating to
the Company’s business, products, or services is not prepared by Executive within the scope of
Executive’s employment but is specially ordered by the Company as a contribution to a collective
work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary
work, as a compilation, or as an instructional text, then the work shall be considered to be work
made for hire and the Company shall be the author of the work. If the work relating to the
Company’s business, products, or services is neither prepared by Executive within the scope of
Executive’s employment nor a work specially ordered that is deemed to be a work made for hire
during Executive’s employment by the Company, then Executive hereby agrees to assign, and by these
presents does assign, to the Company all of Executive’s worldwide right, title, and interest in and
to such work and all rights of copyright therein.



     5.5 Assistance by Executive. During the period of Executive’s employment by the
Company, Executive shall assist the Company and its nominee, at any time, in the protection of the
Company’s or its affiliates’ worldwide right, title and interest in and to Confidential Information
and Work Product and the execution of all formal assignment documents requested by the Company or
its nominee and the execution of all lawful oaths and applications for patents and registration of
copyright in the United States and foreign countries. After Executive’s employment with the Company
terminates, at the request from time to time and expense of the Company or its affiliates,
Executive shall reasonably assist the Company and its nominee, at reasonable times and for
reasonable periods and for reasonable compensation, in the protection of the Company’s or its
affiliates’ worldwide right, title and interest in and to Confidential Information and Work Product
and the execution of all formal assignment documents requested by the Company or its nominee and
the execution of all lawful oaths and applications for patents and registration of copyright in the
United States and foreign countries.



     5.6 Remedies. Executive acknowledges that money damages would not be a sufficient
remedy for any breach of this Article V by Executive, and the Company or its affiliates shall be
entitled to enforce the provisions of this Article V by terminating payments then owing to
Executive under this Agreement or otherwise and to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive
remedies for a breach of this Article V but shall be in addition to all remedies available at law
or in equity, including the recovery of damages from Executive and Executive’s agents. However, if
it is determined that Executive has not committed a breach of this Article V, then the Company
shall resume the payments and benefits due under this Agreement and pay to Executive and
Executive’s spouse, if applicable, all payments and benefits that had been suspended pending such
determination.



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ARTICLE VI

STATEMENTS CONCERNING THE COMPANY AND EXECUTIVE




     6.1 Statements by Executive. Executive shall refrain, both during and after the
termination of the employment relationship, from publishing any oral or written statements about
the Company, any of its affiliates or any of the Company’s or such affiliates’ directors, officers,
employees, consultants, agents or representatives that (a) are slanderous, libelous or defamatory,
(b) disclose Confidential Information of the Company, any of its affiliates or any of the Company’s
or any such affiliates’ business affairs, directors, officers, employees, consultants, agents or
representatives, or (c) place the Company, any of its affiliates, or any of the Company’s or any
such affiliates’ directors, officers, employees, consultants, agents or representatives in a false
light before the public. A violation or threatened violation of this prohibition may be enjoined by
the courts. The rights afforded the Company and its affiliates under this provision are in addition
to any and all rights and remedies otherwise afforded by law.



     6.2 Statements by the Company. The Company shall refrain, both during and after the
termination of the employment relationship, from publishing any oral or written statements about
Executive, any of Executive’s affiliates or any of such affiliates’ directors, officers, employees,
consultants, agents or representatives that (a) are slanderous, libelous or defamatory, (b)
disclose confidential information of Executive, or (c) place Executive in a false light before the
public. A violation or threatened violation of this prohibition may be enjoined by the courts. The
rights afforded Executive under this provision are in addition to any and all rights and remedies
otherwise afforded by law.



ARTICLE VII

EFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION




     7.1 Effect of Termination of Employment on Compensation.



     (a) If Executive’s employment hereunder shall terminate at the expiration of the Term, for any
reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for
other than Good Reason, then all compensation and all benefits to Executive hereunder shall
terminate contemporaneously with such termination of employment, except that Executive shall be
entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii)
reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to
reimbursement in accordance with Section 4.4, and (iii) benefits to which Executive is entitled
under the terms of any applicable benefit plan or program.



     (b) If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation
for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those
encompassed by Sections 3.2(a), 3.2(b) or 3.2(c) hereof, then all compensation and all benefits to
Executive hereunder shall terminate contemporaneously with such termination of employment, except
that (i) Executive shall be entitled to receive the compensation and benefits described in clauses
(i) through (iii) of Section 7.1(a) and (ii) subject to Executive’s delivery, within 50 days after
the date of Executive’s termination of employment, of an executed release substantially in the form
of the release contained at Appendix A (the “Release”),



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Executive shall receive the following compensation and benefits from the Company (but no other
compensation or benefits after such termination):




     (A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year
ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or
before the date such annual bonuses are paid to executives who have continued employment
with the Company (but in no event later than December 31 following such calendar year);




     (B) the Company shall pay to Executive a bonus for the calendar year in which the Date
of Termination occurs in an amount equal to the Annual Bonus for such year as determined in
good faith by the Board in accordance with the criteria established pursuant to Section 4.2
hereof and based on the Company’s performance for such year, which amount shall be prorated
through and including the Date of Termination (based on the ratio of the number of days
Executive was employed by the Company during such year to the number of days in such year),
payable in a lump-sum on or before the date such annual bonuses are paid to executives who
have continued employment with the Company (but in no event later than May 15 following such
calendar year); provided, however, that if this paragraph applies with respect to an Annual
Bonus for a calendar year beginning on or after January 1, 2010, that is intended to
constitute performance-based compensation within the meaning of, and for purposes of,
Section 162(m) of the Code, then this paragraph shall apply with respect to such Annual
Bonus only to the extent the applicable performance criteria have been satisfied as
certified by a committee of the Board as required under Section 162(m) of the Code;




     (C) the Company shall pay to Executive an amount equal to two times the sum of
Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which
amount shall be divided into and paid in 48 equal consecutive semi-monthly installments
payable on the 15th and last day of each of the 24 calendar months following the
calendar month in which the Date of Termination occurs; provided, however, that if Executive
is a specified employee (as such term is defined in Section 409A of the Code and as
determined by the Company in accordance with any method permitted under Section 409A of the
Code), then, with respect to any payments of such installment amounts that (x) are not
short-term deferrals within the meaning of Section 409A of the Code, (y) would be paid
during the first six months following the date of Executive’s termination of employment, and
(z) exceed in the aggregate during such six-month period two times the lesser of Executive’s
annualized compensation based upon Executive’s annual rate of pay for services during the
taxable year of Executive preceding the year in which the termination of employment occurs
(adjusted for any increase during that year that was expected to continue indefinitely had
no termination of employment occurred) or the maximum amount that may be taken into account
under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the
termination of employment occurs, such payments of such installment amounts in excess of the
amount described in clause (z) above that would otherwise have been paid during such
six-month period shall be accumulated and paid on the date that is six months after the Date
of Termination or such earlier date upon which such amount can be paid or provided under
Section 409A of the Code without being subject to additional taxes and interest. The right
to payment of



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the installment amounts pursuant to this paragraph shall be treated as a right to a
series of separate payments for purposes of Section 409A of the Code;




     (D) during the portion, if any, of the 18-month period following the Date of
Termination that Executive elects to continue coverage for Executive and Executive’s
eligible dependents under the Company’s group health plans under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended (COBRA), and/or Sections 601 through 608 of
the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly
reimburse Executive on a monthly basis for the amount Executive pays to effect and continue
such coverage; and




     (E) if the Date of Termination occurs within the one-year period beginning on the date
upon which a Change in Control occurs, then the Company shall cause all stock options
awarded to Executive by the Parent Company (to the extent vested) to be exercisable for five
years following the Date of Termination (but in no event later than the earlier of the
latest date upon which the option could have expired by its original terms under any
circumstances or the tenth anniversary of the original date of grant of the option).



ARTICLE VIII

NON-COMPETITION AGREEMENT




     8.1 Definitions. As used in this Article VIII, the following terms shall have the
following meanings:



     “Business” means (a) during the period of Executive’s employment by the Company, the core
products and services provided by the Company and its affiliates during such period and other
products and services that are functionally equivalent to the foregoing, and (b) during the portion
of the Prohibited Period that begins on the termination of Executive’s employment with the Company,
the products and services provided by the Company and its affiliates at the time of such
termination of employment and other products and services that are functionally equivalent to the
foregoing.



     “Competing Business” means any business, individual, partnership, firm, corporation or other
entity which wholly or in any significant part engages in any business competing with the Business
in the Restricted Area. In no event will the Company or any of its affiliates be deemed a Competing
Business.



     “Governmental Authority” means any governmental, quasi-governmental, state, county, city or
other political subdivision of the United States or any other country, or any agency, court or
instrumentality, foreign or domestic, or statutory or regulatory body thereof.



     “Legal Requirement” means any law, statute, code, ordinance, order, rule, regulation,
judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other
directional requirement (including, without limitation, any of the foregoing that relates to
environmental standards or controls, energy regulations and occupational, safety and health
standards or controls including those arising under environmental laws) of any Governmental
Authority.



11









 





     “Prohibited Period” means the period during which Executive is employed by the Company
hereunder and a period of one year following the termination of Executive’s employment with the
Company.



     “Restricted Area” means the United States of America, Mexico, and the United Kingdom.



     8.2 Non-Competition; Non-Solicitation. Executive and the Company agree to the
non-competition and non-solicitation provisions of this Article VIII (i) in consideration for the
Confidential Information provided by the Company to Executive pursuant to Article V of this
Agreement; (ii) as part of the consideration for the compensation and benefits to be paid to
Executive hereunder, (iii) to protect the trade secrets and confidential information of the Company
or its affiliates disclosed or entrusted to Executive by the Company or its affiliates or created
or developed by Executive for the Company or its affiliates, the business goodwill of the Company
or its affiliates developed through the efforts of Executive and/or the business opportunities
disclosed or entrusted to Executive by the Company or its affiliates and (iv) as an additional
incentive for the Company to enter into this Agreement.



     (a) Subject to the exceptions set forth in section 8.2(b) below, Executive expressly covenants
and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or
engaging in, directly or indirectly, any Competing Business in the Restricted Area and
(ii) Executive will not, and Executive will cause Executive’s affiliates not to, directly or
indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an
independent contractor to), control or participate in or be connected with or loan money to, sell
or lease equipment to or sell or lease real property to any business, individual, partnership,
firm, corporation or other entity which engages in a Competing Business in the Restricted Area.



     (b) Notwithstanding the restrictions contained in Section 8.2(a), Executive or any of
Executive’s affiliates may own an aggregate of not more than 2% of the outstanding stock of any
class of any corporation engaged in a Competing Business, if such stock is listed on a national
securities exchange or regularly traded in the over-the-counter market by a member of a national
securities exchange, without violating the provisions of Section 8.2(a), provided that neither
Executive nor any of Executive’s affiliates has the power, directly or indirectly, to control or
direct the management or affairs of any such corporation and is not involved in the management of
such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude
Executive from being employed by any financial institution so long as Executive’s principal duties
at such institution are not directly and primarily related to the Business.



     (c) Executive further expressly covenants and agrees that during the Prohibited Period,
Executive will not, and Executive will cause Executive’s affiliates not to (i) engage or employ, or
solicit or contact with a view to the engagement or employment of, any person who is an officer or
employee of the Company or any of its affiliates or (ii) canvass, solicit, approach or entice away
or cause to be canvassed, solicited, approached or enticed away from the Company or any of its
affiliates any person who or which is a customer of any of such entities during the period during
which Executive is employed by the Company. Notwithstanding the foregoing, the restrictions of
clause (i) of this Section 8.2(c) shall not apply with respect to (A) an officer or employee whose
employment has been involuntarily terminated by his or her employer (other



12









 







than for cause), (B) an officer or employee who has voluntarily terminated employment with the
Company and its affiliates and who has not been employed by any of such entities for at least one
year, (C) an officer or employee who responds to a general solicitation that is not specifically
directed at officers and employees of the Company or any of its affiliates.



     (d) Executive may seek the written consent of the Company, which may be withheld for any or no
reason, to waive the provisions of this Article VIII on a case-by-case basis.



     (e) The restrictions contained in Section 8.2 shall not apply to any product or services that
the Company provided during Executive’s employment but that the Company no longer provides at the
Date of Termination.



     8.3 Relief. Executive and the Company agree and acknowledge that the limitations as
to time, geographical area and scope of activity to be restrained as set forth in Section 8.2
hereof are reasonable and do not impose any greater restraint than is necessary to protect the
legitimate business interests of the Company. Executive and the Company also acknowledge that money
damages would not be sufficient remedy for any breach of this Article VIII by Executive, and the
Company or its affiliates shall be entitled to enforce the provisions of this Article VIII by
terminating payments then owing to Executive under this Agreement or otherwise and to specific
performance and injunctive relief as remedies for such breach or any threatened breach. Such
remedies shall not be deemed the exclusive remedies for a breach of this Article VIII but shall be
in addition to all remedies available at law or in equity, including the recovery of damages from
Executive and Executive’s agents. However, if it is determined that Executive has not committed a
breach of this Article VIII, then the Company shall resume the payments and benefits due under this
Agreement and pay to Executive all payments and benefits that had been suspended pending such
determination.



     8.4 Reasonableness; Enforcement. Executive hereby represents to the Company that
Executive has read and understands, and agrees to be bound by, the terms of this Article VIII.
Executive acknowledges that the geographic scope and duration of the covenants contained in this
Article VIII are the result of arm’s-length bargaining and are fair and reasonable in light of (a)
the nature and wide geographic scope of the operations of the Business, (b) Executive’s level of
control over and contact with the Business in all jurisdictions in which it is conducted, (c) the
fact that the Business is conducted throughout the Restricted Area and (d) the amount of
compensation and Confidential Information that Executive is receiving in connection with the
performance of Executive’s duties hereunder. It is the desire and intent of the parties that the
provisions of this Article VIII be enforced to the fullest extent permitted under applicable Legal
Requirements, whether now or hereafter in effect and therefore, to the extent permitted by
applicable Legal Requirements, Executive and the Company hereby waive any provision of applicable
Legal Requirements that would render any provision of this Article VIII invalid or unenforceable.



     8.5 Reformation. The Company and Executive agree that the foregoing restrictions are
reasonable under the circumstances and that any breach of the covenants contained in this Article
VIII would cause irreparable injury to the Company. Executive understands that the foregoing
restrictions may limit Executive’s ability to engage in certain businesses anywhere in the
Restricted Area during the Prohibited Period, but acknowledges that Executive will receive



13









 







sufficiently high remuneration and other benefits from the Company to justify such
restriction. Further, Executive acknowledges that Executive’s skills are such that Executive can be
gainfully employed in non-competitive employment, and that the agreement not to compete will not
prevent Executive from earning a living. Nevertheless, if any of the aforesaid restrictions are
found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic
area or time, or otherwise unenforceable, the parties intend for the restrictions herein set forth
to be modified by the court making such determination so as to be reasonable and enforceable and,
as so modified, to be fully enforced. By agreeing to this contractual modification prospectively at
this time, the Company and Executive intend to make this provision enforceable under the law or
laws of all applicable States, Provinces and other jurisdictions so that the entire agreement not
to compete and this Agreement as prospectively modified shall remain in full force and effect and
shall not be rendered void or illegal. Such modification shall not affect the payments made to
Executive under this Agreement.



ARTICLE IX

DISPUTE RESOLUTION




     9.1 Dispute Resolution. If any dispute arises out of this Agreement or out of or in
connection with any equity compensation award made to Executive by the Company or any of its
affiliates, the “complaining party” shall give the “other party” written notice of such dispute.
The other party shall have 10 business days to resolve the dispute to the complaining party’s
satisfaction. If the dispute is not resolved by the end of such period, either disputing party may
require the other to submit to non-binding mediation with the assistance of a neutral, unaffiliated
mediator. If the parties encounter difficulty in agreeing upon a neutral unaffiliated mediator,
they shall seek the assistance of the American Arbitration Association (“AAA”) in the selection
process. If mediation is unsuccessful, or if mediation is not requested by a party, either party
may by written notice demand arbitration of the dispute as set out below, and each party hereto
expressly agrees to submit to, and be bound by, such arbitration.



     (a) Unless the parties agree on the appointment of a single arbitrator, the dispute shall be
referred to one arbitrator appointed by the AAA. The arbitrator will set the rules and timing of
the arbitration, but will generally follow the employment rules of the AAA and this Agreement where
same are applicable and shall provide for a reasoned opinion.



     (b) The arbitration hearing will in no event take place more than 180 days after the
appointment of the arbitrator.



     (c) The mediation and the arbitration will take place in Houston, Texas unless otherwise
unanimously agreed to by the parties.



     (d) The results of the arbitration and the decision of the arbitrator will be final and
binding on the parties and each party agrees and acknowledges that these results shall be
enforceable in a court of law.



     (e) All costs and expenses of the mediation and arbitration shall be borne equally by the
Company and Executive. The arbitrator shall award the prevailing party its reasonable attorneys
fees incurred in connection with the dispute.



14









 




Executive and the Company explicitly recognize that no provision of this Article IX shall prevent
either party from seeking to resolve any dispute relating to Article V or Article VIII or this
Agreement in a court of law.




ARTICLE X

CERTAIN EXCISE TAXES AND GROSS-UP PAYMENTS




     10.1 Certain Excise Taxes and Gross-Up Payments. Notwithstanding anything to the
contrary in this Agreement, in the event that any payment, distribution or provision of a benefit
by the Company to or for the benefit of Executive, whether paid or payable, distributed or
distributable or provided or to be provided pursuant to the terms of this Agreement or otherwise (a
“Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest
or penalties with respect to such excise tax (such excise tax, together with any such interest or
penalties, are hereinafter collectively referred to as the “Excise Tax”), the Company shall pay to
Executive on or as soon as practicable following the day on which the Excise Tax is remitted by or
on behalf of Executive (but not later than the end of the taxable year following the year in which
the Excise Tax is remitted) an additional payment (a “Gross-up Payment”) in an amount such that
after payment by Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including any Excise Tax imposed on any Gross-up Payment, Executive retains an
amount of the Gross-up Payment equal to the Excise Tax imposed upon the Payments. The Company and
Executive shall make an initial determination as to whether a Gross-up Payment is required and the
amount of any such Gross-up Payment. Executive shall notify the Company in writing of any claim by
the Internal Revenue Service which, if successful, would require the Company to make a Gross-up
Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and
Executive) within 10 days of the receipt of such claim. The Company shall notify Executive in
writing at least 10 days prior to the due date of any response required with respect to such claim
if it plans to contest the claim. If the Company decides to contest such claim, then Executive
shall cooperate fully with the Company in such action; provided, however, the Company shall bear
and pay directly or indirectly all costs and expenses (including additional interest and penalties)
incurred in connection with such action and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect
thereto, imposed as a result of the Company’s action. If, as a result of the Company’s action with
respect to a claim, Executive receives a refund of any amount paid by the Company with respect to
such claim, then Executive shall promptly pay such refund to the Company. If the Company fails to
timely notify Executive whether it will contest such claim or the Company determines not to contest
such claim, then the Company shall immediately pay to Executive the portion of such claim, if any,
which it has not previously paid to Executive.



ARTICLE XI

MISCELLANEOUS




     11.1 Notices. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly given (a) when
received if delivered personally or by courier, (b) on the date receipt is acknowledged if
delivered by certified mail, postage prepaid, return receipt requested or (c) one day after
transmission if sent by facsimile transmission with confirmation of transmission, as follows:



15









 





	 	 	 
	If to Executive, addressed to:

	 	[EXECUTIVE NAME AND ADDRESS]
	 
	 	 
	If to the Company, addressed to:

	 	Cardtronics, LP
	 

	 	3110 Hayes Road, Suite 300
	 

	 	Houston, Texas 77082
	 

	 	Attention: General Counsel
	 
	 	 
	 

	 	Facsimile: 281-892-0102





or to such other address as either party may furnish to the other in writing in accordance
herewith, except that notices or changes of address shall be effective only upon receipt.




     11.2 Applicable Law; Submission to Jurisdiction.



     (a) This Agreement is entered into under, and shall be governed for all purposes by, the laws
of the State of Texas, without regard to conflicts of laws principles thereof.



     (b) With respect to any claim or dispute related to or arising under this Agreement, the
parties hereto hereby consent to the exclusive jurisdiction, forum and venue of the state and
federal courts located in the State of Texas.



     11.3 No Waiver. No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or provision of this
Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.



     11.4 Severability. If a court of competent jurisdiction determines that any provision
of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that
provision shall not affect the validity or enforceability of any other provision of this Agreement,
and all other provisions shall remain in full force and effect.



     11.5 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together will constitute one and the
same Agreement.



     11.6 Withholding of Taxes and Other Employee Deductions. Except as otherwise provided
in this Agreement, the Company may withhold from any benefits and payments made pursuant to this
Agreement all federal, state, city and other taxes and withholdings as may be required pursuant to
any law or governmental regulation or ruling and all other customary deductions made with respect
to the Company’s employees generally.



     11.7 Headings. The Section headings have been inserted for purposes of convenience
and shall not be used for interpretive purposes.



     11.8 Gender and Plurals. Wherever the context so requires, the masculine gender
includes the feminine or neuter, and the singular number includes the plural and conversely.



16









 





     11.9 Affiliate. As used in this Agreement, the term “affiliate” as used with respect
to a particular person or entity shall mean any other person or entity which owns or controls, is
owned or controlled by, or is under common ownership or control with, such particular person or
entity. Without limiting the scope of the preceding sentence, the Parent Company shall be deemed
to be an affiliate of the Company for all purposes of this Agreement.



     11.10 Successors. This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of the Company. Except as provided in the preceding sentence and in
Section 2.2, this Agreement, and the rights and obligations of the parties hereunder, are personal
and neither this Agreement, nor any right, benefit or obligation of either party hereto, shall be
subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law
or otherwise, without the prior written consent of the other party. In addition, any payment owed
to Executive hereunder after the date of Executive’s death shall be paid to Executive’s estate.



     11.11 Term. Termination of this Agreement shall not affect any right or obligation of
any party which is accrued or vested prior to such termination. Without limiting the scope of the
preceding sentence, the provisions of Articles V, VI, VII, VIII and IX shall survive any
termination of the employment relationship and/or of this Agreement.



     11.12 Entire Agreement. Except as provided in any signed written agreement
contemporaneously or hereafter executed by the Company and Executive, this Agreement constitutes
the entire agreement of the parties with regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and agreements between the parties with respect to
employment of Executive by the Company. Without limiting the scope of the preceding sentence, all
understandings and agreements preceding the date of execution of this Agreement and relating to the
subject matter hereof are hereby null and void and of no further force and effect.



     11.13 Modification; Waiver. Any modification to or waiver of this Agreement will be
effective only if it is in writing and signed by the parties to this Agreement.



     11.14 Actions by the Board. Any and all determinations or other actions required of
the Board hereunder that relate specifically to Executive’s employment by the Company or the terms
and conditions of such employment shall be made by the members of the Board other than Executive if
Executive is a member of the Board, and Executive shall not have any right to vote or decide upon
any such matter.



     11.15 Delayed Payment Restriction. Notwithstanding any provision in this Agreement to
the contrary, if any payment or benefit provided for herein would be subject to additional taxes
and interest under Section 409A of the Code if Executive’s receipt of such payment or benefit is
not delayed until the Section 409A Payment Date, then such payment or benefit shall not be provided
to Executive (or Executive’s estate, if applicable) until the Section 409A Payment Date.



17









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of ___,
20___.



	 	 	 	 	 	 	 
	 	 	CARDTRONICS, LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[NAMED EXECUTIVE]	 	 







18









 








APPENDIX A




RELEASE AGREEMENT




     This Release Agreement (this “Agreement”) constitutes the release referred to in that certain
Employment Agreement (the “Employment Agreement”) dated as of                     , 20___, by and between
[NAMED EXECUTIVE] (“Executive”) and Cardtronics, LP, a Delaware limited partnership (the
“Company”).



     (a) For good and valuable consideration, including the Company’s provision of certain payments
and benefits to Executive in accordance with Section 7.1(b)(ii) of the Employment Agreement,
Executive hereby releases, discharges and forever acquits the Company, Cardtronics, Inc., their
affiliates and subsidiaries and the past, present and future stockholders, members, partners,
directors, managers, employees, agents, attorneys, heirs, legal representatives, successors and
assigns of the foregoing, in their personal and representative capacities (collectively, the
“Company Parties”), from liability for, and hereby waives, any and all claims, damages, or causes
of action of any kind for Executive’s employment with any Company Party, the termination of such
employment, and any other acts or omissions on or prior to the date of this Agreement including
without limitation any alleged violation through the date of this Agreement of:  (i) the Age
Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of
1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Section 1981 through 1988 of Title 42 of
the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as
amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities
Act of 1990, as amended; (viii) the National Labor Relations Act, as amended; (ix) the Occupational
Safety and Health Act, as amended; (x) the Family and Medical Leave Act of 1993; (xi) any state
anti-discrimination law; (xii) any state wage and hour law; (xiii) any other local, state or
federal law, regulation or ordinance; (xiv) any public policy, contract, tort, or common law claim;
(xv) any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these
matters; (xvi) any and all rights, benefits or claims Executive may have under any employment
contract, incentive compensation plan or stock option plan with any Company Party or to any
ownership interest in any Company Party except as expressly provided in the Employment Agreement
and any stock option or other equity compensation agreement between Executive and the Company and
(xvii) any claim for compensation or benefits of any kind not expressly set forth in the Employment
Agreement or any such stock option or other equity compensation agreement (collectively, the
“Released Claims”).  In no event shall the Released Claims include (a) any claim which arises after
the date of this Agreement, or (b) any claim to vested benefits under an employee benefit plan, or
(c) any claims for contractual payments under the Employment Agreement. Notwithstanding this
release of liability, nothing in this Agreement prevents Executive from filing any non-legally
waivable claim (including a challenge to the validity of this Agreement) with the Equal Employment
Opportunity Commission (“EEOC”) or comparable state or local agency or participating in any
investigation or proceeding conducted by the EEOC or comparable state or local agency; however,
Executive understands and agrees that Executive is waiving any and all rights to recover any
monetary or personal relief or recovery as a result of such EEOC, or comparable state or local
agency proceeding or subsequent legal actions. This Agreement is not intended to indicate that any
such claims exist or that, if they do exist, they are meritorious.  Rather, Executive is simply
agreeing that, in exchange for the consideration recited in the first



A-1 









 







sentence of this paragraph, any and all potential claims of this nature that Executive may
have against the Company Parties as of the date of this Agreement, regardless of whether they
actually exist, are expressly settled, compromised and waived.  By signing this Agreement,
Executive is bound by it.  Anyone who succeeds to Executive’s rights and responsibilities, such as
heirs or the executor of Executive’s estate, is also bound by this Agreement.  This release also
applies to any claims brought by any person or agency or class action under which Executive may
have a right or benefit.  THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL
NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE
COMPANY PARTIES.



     (b) Executive agrees not to bring or join, but may defend, any lawsuit against any of the
Company Parties in any court relating to any of the Released Claims.  Executive represents that
Executive has not brought or joined any lawsuit or filed any charge or claim against any of the
Company Parties in any court or before any government agency and has made no assignment of any
rights Executive has asserted or may have against any of the Company Parties to any person or
entity, in each case, with respect to any Released Claims.



     (c) By executing and delivering this Agreement, Executive acknowledges that:




	 	(i)	 	Executive has carefully read this Agreement;
	 
	 	(ii)	 	Executive has had at least [twenty-one (21)] days to consider
this Agreement before the execution and delivery hereof to the Company;
	 
	 	(iii)	 	Executive has been and hereby is advised in writing that
Executive may, at Executive’s option, discuss this Agreement with an attorney
of Executive’s choice and that Executive has had adequate opportunity to do so;
and
	 
	 	(iv)	 	Executive fully understands the final and binding effect of
this Agreement; the only promises made to Executive to sign this Agreement are
those stated in the Employment Agreement and herein; and Executive is signing
this Agreement voluntarily and of Executive’s own free will, and that Executive
understands and agrees to each of the terms of this Agreement.





     Notwithstanding the initial effectiveness of this Agreement, Executive may revoke the delivery
(and therefore the effectiveness) of this Agreement within the seven day period beginning on the
date Executive delivers this Agreement to the Company (such seven day period being referred to
herein as the “Release Revocation Period”).  To be effective, such revocation must be in writing
signed by Executive and must be delivered to the address of the Chief Executive Officer of the
Company before 11:59 p.m., Houston, Texas time, on the last day of the Release Revocation Period. 
If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall
be of no force or effect and shall be null and void ab initio.  No consideration shall be
paid if this Agreement is revoked by Executive in the foregoing manner.



A-2 









 





     Executed on this                      day of                     ,                     .



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	STATE OF

	 	 	 	 	 	§	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	§	 	 
	 
	 	 	 	 	 	 	 	 
	COUNTY OF

	 	 	 	 	 	§	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 






     BEFORE ME, the undersigned authority personally appeared                                         , by me known or who
produced valid identification as described below, who executed the foregoing instrument and
acknowledged before me that he subscribed to such instrument on this                      day of                                         ,
                    .



	 	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	NOTARY PUBLIC in and for the
	 
	 	 	 	 	 	 
	 

	 	State of	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	My Commission Expires: 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Identification produced:	 	 







A-3