exv10w8






Exhibit 10.8




RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the 20th day of June, 2008
(the “Date of Grant”), between Cardtronics, Inc., a Delaware corporation (the “Company”), and Ron
Delnevo (the “Employee”).



     1. Award. Pursuant to the Cardtronics, Inc. 2007 Stock Incentive Plan (the
“Plan”), as of the Date of Grant, 176,000 shares (the “Restricted Shares”) of the Company’s common
stock, par value $0.0001 per share, shall be issued as hereinafter provided in the Employee’s name
subject to certain restrictions thereon. The Restricted Shares shall be issued upon acceptance
hereof by the Employee and upon satisfaction of the conditions of this Agreement. The Employee
acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall
be subject to all of the terms and provisions of the Plan, including future amendments thereto, if
any, pursuant to the terms thereof.



     2. Definitions. Capitalized terms used in this Agreement that are not defined below
or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to
the terms defined in the body of this Agreement, the following capitalized words and terms shall
have the meanings indicated below:



     (a) “Disability” shall mean the Employee’s disability entitling the Employee to benefits under
the long-term disability plan maintained by the Company or an Affiliate; provided, however, that if
the Employee is not eligible to participate in such plan, then the Employee shall be considered to
have incurred a “Disability” if and when the Committee determines in its discretion that the
Employee is permanently and totally unable to perform his or her duties for the Company or any
Affiliate as a result of any medically determinable physical or mental impairment as supported by a
written medical opinion to the foregoing effect by a physician selected by the Committee.



     (b) “Earned Shares” means the Restricted Shares after the lapse of the Forfeiture Restrictions
without forfeiture.



     (c) “Forfeiture Restrictions” shall have the meaning specified in Section 3(a) hereof.



     (d) “Involuntary Termination” shall mean any termination of the Employee’s employment with the
Company that does not result from a resignation by the Employee; provided, however, the term
“Involuntary Termination” shall not include a Termination for Cause or any termination as a result
of death or Disability.



     (e) “Termination for Cause” shall mean the termination of the Employee’s employment with the
Company by the Company for “cause” as such term (or any similar term) is defined in the Employee’s
employment agreement with the Company or any Affiliate; provided, however, that if the Employee
does not have such an employment agreement or the Employee’s employment agreement does not define
the term “cause” (or any similar term), then “Termination for Cause” shall mean the termination of
the Employee’s employment with the Company based on a determination by the Committee (or its
delegate) that the Employee (i) has engaged in gross negligence, gross incompetence or willful
misconduct in the performance of the



 









 







Employee’s duties with respect to the Company or any Affiliate, (ii) has refused without
proper legal reason to perform the Employee’s duties and responsibilities to the Company or any
Affiliate, (iii) has materially breached any material provision of a written agreement or corporate
policy or code of conduct established by the Company or any Affiliate, (iv) has willfully engaged
in conduct that is materially injurious to the Company or any Affiliate, (v) has disclosed without
specific authorization from the Company confidential information of the Company or any Affiliate
that is materially injurious to any such entity, (vi) has committed an act of theft, fraud,
embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any
Affiliate, or (vii) 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).



     3. Restricted Shares. The Employee hereby accepts the Restricted Shares when issued
and agrees with respect thereto as follows:



     (a) Forfeiture Restrictions. The Restricted Shares may not be sold, assigned,
pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, and in the
event of termination of the Employee’s employment with the Company for any reason, the Employee
shall, for no consideration and except to the extent described in the second sentence of Section
3(b), forfeit to the Company all Restricted Shares. The prohibition against transfer and the
obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment
as provided in the preceding sentence are herein referred to as the “Forfeiture Restrictions.” The
Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted
Shares.



     (b) Lapse of Forfeiture Restrictions. Provided that the Employee has been
continuously employed by the Company from the Date of Grant through the lapse date set forth in the
following schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the
Restricted Shares determined in accordance with the following schedule:



	 	 	 	 	 
	 	 	Percentage of Total Number
	 	 	of Restricted Shares as to Which
	Lapse Date	 	Forfeiture Restrictions Lapse
	First Anniversary of the Date of Grant
	 	 	25	%
	Second Anniversary of the Date of Grant
	 	 	25	%
	Third anniversary of the Date of Grant
	 	 	25	%
	Fourth anniversary of the Date of Grant
	 	 	25	%





Notwithstanding the foregoing, if the Employee’s employment with the Company is terminated by
reason of death, Disability or Involuntary Termination prior to the fourth anniversary of the Date
of Grant, then, upon the date of such termination of employment, the Forfeiture Restrictions shall
lapse with respect to an additional 25% of the total number of Restricted Shares. Any shares with
respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding
provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the
date of the termination of the Employee’s employment with the Company.




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     (c) Certificates. A certificate evidencing the Restricted Shares shall be issued by
the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of
a stockholder of the Company with respect to the Restricted Shares, including, without limitation,
voting rights and the right to receive dividends (provided, however, that dividends paid in shares
of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that
dividends that are paid other than in shares of the Company’s stock shall be paid no later than the
end of the calendar year in which the dividend for such class of stock is paid to stockholders of
such class or, if later, the 15th day of the third month following the date the dividend is paid to
stockholders of such class of stock). Notwithstanding the foregoing, the Company may, in its
discretion, elect to complete the delivery of the Restricted Shares by means of electronic,
book-entry statement, rather than issuing physical share certificates. The Employee may not sell,
transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture
Restrictions have expired, and a breach of the terms of this Agreement shall cause a forfeiture of
the Restricted Shares. The certificate, if any, shall be delivered upon issuance to the Secretary
of the Company or to such other depository as may be designated by the Committee as a depository
for safekeeping until the forfeiture of such Restricted Shares occurs or the Forfeiture
Restrictions lapse pursuant to the terms of the Plan and this Agreement. At the Company’s request,
the Employee shall deliver to the Company a stock power, endorsed in blank, relating to the
Restricted Shares. Upon the lapse of the Forfeiture Restrictions without forfeiture, the Company
shall cause a new certificate or certificates to be issued without legend (except for any legend
required pursuant to applicable securities laws or any other agreement to which the Employee is a
party) in the name of the Employee in exchange for the certificate evidencing the Restricted Shares
or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if
the electronic, book-entry method is utilized.



     (d) Corporate Acts. The existence of the Restricted Shares shall not affect in any
way the right or power of the Board or the stockholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company’s capital structure or
its business, any merger or consolidation of the Company, any issue of debt or equity securities,
the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of
all or any part of its assets or business or any other corporate act or proceeding. The
prohibitions of Section 3(a) hereof shall not apply to the transfer of Restricted Shares pursuant
to a plan of reorganization of the Company, but the stock, securities or other property received in
exchange therefore shall also become subject to the Forfeiture Restrictions and provisions
governing the lapsing of such Forfeiture Restrictions applicable to the original Restricted Shares
for all purposes of this Agreement, and the certificates, if any, representing such stock,
securities or other property shall be legended to show such restrictions.



     4. Withholding of Tax. To the extent that the receipt of the Restricted Shares or the
lapse of any Forfeiture Restrictions results in compensation income or wages to the Employee

that are subject to National Insurance
contributions (both Class 1 Primary and Class 1 Secondary, which are
currently at 1% and 12.8%, respectively of any income or wages) under
any law or regulation in the United Kingdom, including without
limitation, the Income Tax (Earnings and
Pensions) Act 2003 (“ITEPA 2003”), arising upon such receipt
or lapsing, the Company shall pay the aforementioned obligations up
to a maximum total of 13.8% of such income or wages. Save and except
for such payments, the Employee acknowledges and agrees that



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(i) the Company is making no representation or warranty as to the tax consequences to the Employee
as a result of the receipt of the Restricted Shares, the lapse of any Forfeiture Restrictions or
the forfeiture of any Restricted Shares pursuant to the Forfeiture Restrictions and (ii) Employee is free to make such elections under ITEPA 2003
as the  Employee and his tax advisors deem suitable.



     5. Status of Stock. The Employee agrees that the Restricted Shares and Earned Shares
issued under this Agreement will not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable federal or state securities laws. The Employee also
agrees that (a) the certificates, if any, representing the Restricted Shares and Earned Shares may
bear such legend or legends as the Committee deems appropriate in order to reflect the Forfeiture
Restrictions and to assure compliance with the terms and provisions of this Agreement and
applicable securities laws, (b) the Company may refuse to register the transfer of the Restricted
Shares or Earned Shares on the stock transfer records of the Company if such proposed transfer
would constitute a violation of the Forfeiture Restrictions or, in the opinion of counsel
satisfactory to the Company, of any applicable securities law, and (c) the Company may give related
instructions to its transfer agent, if any, to stop registration of the transfer of the Restricted
Shares or Earned Shares.



     6. Employment Relationship. For purposes of this Agreement, the Employee shall be
considered to be in the employment of the Company as long as the Employee remains an employee of
either the Company or an Affiliate. Without limiting the scope of the preceding sentence, it is
specifically provided that the Employee shall be considered to have terminated employment with the
Company at the time of the termination of the “Affiliate” status of the entity or other
organization that employs the Employee. Nothing in the adoption of the Plan, nor the award of the
Restricted Shares thereunder pursuant to this Agreement, shall confer upon the Employee the right
to continued employment by the Company or affect in any way the right of the Company to terminate
such employment at any time. Unless otherwise provided in a written employment agreement or by
applicable law, the Employee’s employment by the Company shall be on an at-will basis, and the
employment relationship may be terminated at any time by either the Employee or the Company for any
reason whatsoever, with or without cause or notice. Any question as to whether and when there has
been a termination of such employment, and the cause of such termination, shall be determined by
the Committee or its delegate, and its determination shall be final.



     7. Conditions to Plan Participation and Receipt of Restricted Shares. In
consideration of the grant of the Restricted Shares, and in order to protect the interests of the
Company, its Affiliates, and their respective equity holders and employees, the Employee
acknowledges and agrees that it is a condition precedent to his or her right to participate in,
continue to participate in, and receive benefits under the Plan (including receipt of the
Restricted Shares) that (a) the Employee shall at all times comply with laws (whether domestic or
foreign) applicable to the Employee’s actions on behalf of the Company or any Affiliate, (b) the
Employee shall not commit any action that results in the Employee’s employment being subject to a
Termination for Cause, and (c) the Employee shall at all times fully and faithfully comply with all
material covenants and agreements set forth in this Agreement. By entering into this Agreement,
the parties hereto agree that the conditions to participation in the Plan set forth in this Section
are an essential component of the Plan and this Agreement, and it is their intent that such
conditions not be severed from the other terms and provisions of the Plan and this Agreement.



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     8. Notices. Any notices or other communications provided for in this Agreement shall
be sufficient if in writing. In the case of the Employee, such notices or communications shall be
effectively delivered if hand delivered to the Employee at the Employee’s principal place of
employment or if sent by registered or certified mail to the Employee at the last address the
Employee has filed with the Company. In the case of the Company, such notices or communications
shall be effectively delivered if sent by registered or certified mail to the Company at its
principal executive offices.



     9. Entire Agreement; Amendment. 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 the shares granted
hereby; provided, however, that the terms of this Agreement shall not modify and shall be subject
to the terms and conditions of any employment and/or severance agreement between the Company (or an
Affiliate) and the Employee in effect as of the date a determination is to be made under this
Agreement. Without limiting the scope of the preceding sentence, except as provided therein, all
prior understandings and agreements, if any, among the parties hereto relating to the subject
matter hereof are hereby null and void and of no further force and effect. This Agreement may not
be modified in any respect by any verbal statement, representation or agreement made by any
employee, officer, or representative of the Company or by any written agreement unless signed by an
officer of the Company who is expressly authorized by the Company to execute such document.



     10. Binding Effect; Survival. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming under the Employee. The
provisions of Section 5 shall survive the lapse of the Forfeiture Restrictions without forfeiture.



     11. Controlling Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Texas, without regard to conflicts of law principles thereof, or, if
applicable, the laws of the United States.



[Signatures begin on the following page.]




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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer
thereunto duly authorized, and the Employee has executed this Agreement, all as of the date first
above written.



	 	 	 	 	 	 	 
	 	 	CARDTRONICS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ J. Chris Brewster  
	 	 
	 

	 	Name:
	 	J. Chris Brewster
	 	 
	 

	 	Title:
	 	Chief Financial Officer 
	 	 
	 

	 	 	 	 
	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Ron Delnevo  
	 	 
	 	 	RON DELNEVO	 	 






SPOUSAL CONSENT




     Employee’s spouse, if any, is fully aware of, understands and fully consents and agrees to the
provisions of this Agreement and its binding effect upon any marital or community property
interests he/she may now or hereafter own, and agrees that the termination of his/her and
Employee’s marital relationship for any reason shall not have the effect of removing any Restricted
Shares and Earned Shares otherwise subject to this Agreement from coverage hereunder and that
his/her awareness, understanding, consent and agreement are evidenced by his/her signature below.



	 	 	 	 	 	 	 
	 	 	/s/ Helen Delnevo  
	 	 
	 	 	Signature of Spouse	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Helen Delnevo 
	 	 
	 	 	Printed Name of Spouse	 	 







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