ex10-1_2012ltip.htm - Generated by SEC Publisher for SEC Filing









 



Exhibit 10.1


 


Cardtronics 2012 Long Term Incentive Plan


 


On June 15, 2010, the stockholders of Cardtronics, Inc. (the “Company”) approved the Amended and Restated 2007 Stock Incentive Plan (the “Plan”).  The principal objectives of the Plan were to provide a means through which the Company (i) could attract able persons to serve as employees or directors of the Company; and (ii) provide such individuals with incentive and reward opportunities designed to enhance the long term profitable growth of the Company and its Affiliates.  In furtherance of those objectives, the Compensation Committee (the “Committee”) has adopted the following 2012 Long-Term Incentive Plan (the “LTIP”) to provide for long term incentive awards under the Plan.


 


All capitalized terms used herein that are not otherwise defined shall have the meanings ascribed to such terms in the Plan.


 


Pursuant to this LTIP and subject to the discretion of the Committee, the Committee, or the Chief Executive Officer (“CEO”) with respect to employees who are not Executive Officers (subject to review by the Committee), will make annual grants of performance-based restricted stock units to eligible Participants.  Save and except for ‘new hires’ or exceptional circumstances, it is intended that grants of equity awards will be made pursuant only to this LTIP.  With respect to non-Section 16 new hires, equity grants will be limited as set forth below.


 


The terms and conditions of the LTIP are set forth below; provided, however, that prior to the grant of any Awards, the Committee reserves the right to change any or all terms or conditions.


 


I.          Participants:  Participants will include 10-15% of global employees, including the senior management team and other key contributors, as selected annually by the Committee as to Executive Officers and by the CEO as to all others.  No employee shall have a ‘right’ to be a Participant; but shall be selected for participation based upon merit and performance. Accordingly, it is possible that a Participant in the LTIP this year will not be a Participant in any subsequent long term incentive plan.


II.        Plan Structure:  Performance and time-based restricted stock unit awards (“Awards”) granted under the LTIP will be earned only if the Company achieves certain minimum performance objectives or goals that are established by the Committee prior to the grant date of the Award. Earned Awards are then subject to time-based vesting restrictions.  In order to promote the desired activity on the part of the Participants in the LTIP, within the first 90 days of 2012, the Committee will establish the performance targets for 2012 (the “Performance Period”), the size of the Award pool, the Threshold, Target, and Maximum performance levels and corresponding earn out schedule, and the allocation methodology for that Performance Period.  Each Award will be evidenced by a written agreement by and between the Company and the applicable Participant.  On or before March 31, 2013, the Committee shall determine the extent to which the performance targets were met and the resulting number of restricted stock units earned for the Performance Period.  For performance levels between Threshold and Target and between Target and Maximum, the number of restricted stock units earned will be determined by interpolation. 


 


If the Threshold level of performance is not achieved for a given Performance Period, the Awards granted will be forfeited and the recipients advised thereof, whether or not the recipient has also satisfied the time-based vesting conditions for the Award.


 




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III.           Performance Targets and Payout Multiples:  Under the LTIP, the number of restricted stock units earned will be based on the level of performance achieved. Consistent with its desire to reward long 

term performance objectives, the Committee has selected revenue growth and adjusted earnings per share (“EPS”) growth (as compared to 2011 data) as the metrics that will be used to measure performance over the Performance Period consistent with the LTIP measures established for 2011.  The Committee will establish the Threshold, Target, and Maximum performance levels (the “Performance Targets”) for each performance metric selected.  The Committee has also determined the payout multiples to be used for Threshold, Target, and Maximum performance achievement.  For the 2012 Awards, the payout multiples for each metric shall be 50% at Threshold; 100% at Target and 200% at Maximum.  See Exhibit “A” attached hereto and incorporated herein for all purposes.


 


Each of the above metrics (Revenue and EPS growth) will be equally weighted to determine the “Payout multiple”, with no Award earned unless at least the Threshold level of performance is achieved.  Each metric will be evaluated independently and as such, an Award may be earned for one metric even if threshold is not achieved for the other metric.  


IV.       Performance Level Achievement Calculations:  The Performance Levels described in the 2012 LTIP represent the Company’s business as of January 1, 2012.  Should the Board of Directors formally approve actions, such as a material acquisition or strategic unbudgeted business investment that may affect the attainment of Performance Targets and Payout Multiples described herein, the impact of such actions to the 2012 LTIP will be determined and presented to the Compensation Committee for approval of revised Actual Performance for Earned Award calculation purposes.  Additionally, the Committee may take into consideration other factors affecting Company performance such as material fluctuations in foreign currency exchange rates.  Any adjustment to Company performance for the purpose of determining earned Awards under the 2012 LTIP must be approved by the Committee.   


V.         Type of Awards:  Each Award will be granted in the form of Performance-Based Restricted Stock Units issued pursuant to Paragraphs IX and XI of the Plan.  In future years, the Committee in its sole discretion may elect to grant any one or more of the various types of Awards permitted under the Plan.


VI.       Time-based Vesting (lapsing of restrictions):  Subject to the exceptions set forth in Sections VII and VIII below, all or a portion of a Participant’s Award shall remain subject to certain forfeiture restrictions until the passage of a prescribed amount of time.  Specifically, the Company has established three time periods (each a “Vesting Period”) over which a Participant shall become fully vested in his Award.  Those time periods shall be 24, 36, and 48 months from January 31, 2012.  Accordingly, the forfeiture restrictions shall lapse as follows: 50% of any Award at the end of the first Vesting Period, an additional 25% at the end of the second Vesting Period, and the final 25% at the expiration of the fourth Vesting Period.  Therefore, an Award granted on any given date in 2012 that becomes earned in accordance with Section III above, shall irrevocably vest to the benefit of the Participant as follows:


–      50% on January 31, 2014


–      25% on January 31, 2015


–      25% on January 31, 2016


 


At the expiration of each Vesting Period, the Company shall convert each vested Restricted Stock Unit into one share of common stock of the Company (par value $0.0001) and will instruct its stock transfer agent to issue and to deliver such share of common stock to the Participant within 30 days following the vesting date or event.    


 




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VII.      Termination of Employment:  The following provisions shall apply in the event of a termination of employment.


 


A.     Termination of Employment During a Performance Period.  Unless otherwise provided for in a separate award agreement, in the event that a Participant’s employment with the Company shall terminate during a Performance Period, the following shall apply:


 


1.       Death or Disability. In the event a Participant’s employment with the Company terminates as a result of death or Disability during a Performance Period, the Awards granted during that Performance Period shall be treated as earned at the Target level, but prorated based on the number of full and partial months employed during the Performance Period, divided by 12, with any such earned Awards becoming fully vested and paid out in shares of Company stock as soon as practicable (but no later than 30 days) following such employment termination.


 


2.       Qualified Retirement.  In the event that a Participant’s employment with the Company terminates as a result of a Qualified Retirement, the Awards granted during that Performance Period shall be earned based on the actual performance level obtained, but prorated based on the number of full and partial months employed during the Performance Period, divided by 12, with any such earned Awards becoming fully vested.  Vested Awards shall be paid out in shares of Company stock as soon as practicable (but no later than 30 days) following the determination of performance level achievement.


 


3.       Termination for Other Reasons.  In the event that a Participant’s employment with the Company terminates for any reason other than death, Disability, or Qualified Retirement, the Awards granted during that Performance Period shall be forfeited by the Participant.


 


B.     Termination of Employment after a Performance Period but Prior to Vesting.  Unless otherwise provided for in a separate award agreement, in the event that a Participant’s employment with the Company shall terminate following a completed Performance Period but prior to all earned Awards becoming fully vested, the following shall apply:


1.       Death or Disability. In the event a Participant’s employment with the Company terminates as a result of death or Disability following a completed Performance Period but prior to full vesting, any unvested earned Awards shall become fully vested and paid out in shares of Company stock as soon as practicable (but no later than 30 days) following such employment termination.


2.   Qualified Retirement. In the event a Participant’s employment with the Company terminates as a result of a Qualified Retirement following a completed Performance Period but prior to full vesting, any unvested earned Awards shall become fully vested and paid out in shares of Company stock as soon as practicable (but no later than 30 days) following such employment termination.


3.   Termination for Other Reasons.  In the event that a Participant’s employment with the Company terminates for any reason other than death, Disability, or Qualified Retirement following a completed Performance Period but prior to vesting, any unvested earned Awards shall be forfeited by the Participant.


C.   Six Month Delay for Specified Employees.  To the extent that the Participant is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s “separation from service” (within the meaning of  Treasury Regulation Section 1.409A-1(h)), such Participant shall not be entitled to receive shares of Company stock in settlement of restricted stock units until the earlier of 


(i) the date which is six (6) months after his or her “separation from service” for any reason other than death, or (ii) the date of the Participant’s death.  The provisions of this paragraph shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code.  




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VIII.    Corporate Change:  Unless otherwise provided for in a separate award agreement, in the event of a Corporate Change (as defined in the Plan), the following shall apply:


 


A.     Corporate Change During a Performance Period.  In the event that a Corporate Change occurs during a Performance Period, the Awards granted during the Performance Period shall be treated as earned at the Target level.


 


B.     Treatment of Earned Awards. 


1.       Participants Eligible for Qualified Retirement.  In the event that a Participant is or becomes eligible for a Qualified Retirement after the conclusion of the Performance Period but prior to the date that is 12 months prior to the final Vesting Period, then, upon a Corporate Change that is also a “change in the ownership or effective control” of the Company or “a change in a substantial portion of the assets of the corporation” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), the Participant’s then-outstanding earned Awards that are not yet fully vested shall immediately become fully vested and paid out in shares of Company stock.


 


2.       Participants Not Eligible for Qualified Retirement.


 


a.       Earned Awards Exchanged For “Replacement Awards”.  In connection with a Corporate Change, if an award meeting the definition of a “Replacement Award” (as defined below) is provided to a Participant to replace the Participant’s then-outstanding earned Awards (the “Replaced Awards”), then the Replaced Awards shall be deemed cancelled and shall have no further force and effect and the Company shall have no further obligation with respect to the Replaced Award.


 


b.       Earned Awards Not Exchanged For “Replacement Awards”.  In connection with a Corporate Change, to the extent a Participant’s then-outstanding earned Awards are not exchanged for Replacement Awards as provided for in paragraph (1) above, then such earned Awards shall immediately become fully vested and paid out in shares of Company stock.


 


C.     Replacement Award.   An award shall qualify as a Replacement Award if: (i) it has a value at least equal to the value of the Replaced Award as determined by the Committee in its sole discretion; (ii) it relates to publicly traded equity securities of the Company or its successor in the Corporate Change or another entity that is affiliated with the Company or its successor following the Corporate Change; and (iii) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award. Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the preceding sentence are satisfied.  The determination of whether the conditions of this Section VIII. C. are satisfied shall be made by the Committee, as constituted immediately before the Corporate Change, in its sole discretion.


 




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D.     Termination of Employment In Connection With the Corporate Change.  Upon an involuntary termination of employment of a Participant occurring in connection with or during the period of 

two years after such Corporate Change, other than for Cause, all Replacement Awards held by the Participant shall become fully vested and free of restrictions


 


IX.       Definitions:  For purposes of this LTIP, the following definitions shall apply:


A.     “Disabled” or “Disability” shall mean that a Participant meets one of the following requirements: (i) the Participant is unable to engage in any substantial gainful activity 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 12 months; or (ii) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering the Company’s employees.


 


B.     “Qualified Retirement” shall mean the resignation of a Participant who meets each of the following requirements: (i) has a minimum of five (5) years of employment with the Company; and (ii) is at least sixty (60) years of age as of the date of his retirement. 


X.         Pool Size:  The Committee has the authority to determine the size of the Award pool and for 2012 the Committee has set an Award pool of $7.314 million.  The dollar value of the pool has been converted to a fixed number of shares by dividing the set dollar amount by the average closing price of the Company’s common stock during the last 20 trading days of December of the immediately preceding year, or $26.99; which yields a pool of 270,989 shares for the 2012 Plan.  The number of shares in the pool (the “Pool”) will not be increased or decreased, save and except as permitted by the application of the ‘payout multiples’ in Section III above.  At such time, the number of shares ultimately earned may be adjusted up or down based on the Company’s performance with respect to the established performance metrics.  However, in no instance will the number of shares granted under the LTIP, when combined with all other grants of shares made outside of the LTIP, exceed 1.5% of total shares outstanding in any given calendar year, unless specifically approved by the Committee.  For the avoidance of doubt, the 1.5% maximum dilution threshold will include calculating shares granted under this arrangement, shares granted to Board members, shares granted to new hires and any special grants the Committee may have approved on an exception basis.


XI.       Allocation Methodology:  Award amounts will be established for each Participant based upon various factors considered by the Compensation Committee with respect to all Executive Officers and by the CEO with respect to all other Participants, including but not limited to a Participant’s duties and responsibilities, his or her specific performance objectives for 2012; and his overall compensation package.


Participants will be divided into five tiers: Tier 1: CEO; Tier 2: Direct Reports to CEO and Tiers 3-5: Various other officers and employees based on their respective roles, responsibilities, and performance.  With respect to  all Participants in Tiers 3 – 5, the CEO will have discretion to allocate shares among those Participants as he deems appropriate so long as the sum of all such allocations do not exceed the total number of shares allocated by the Committee for non-Executive Officer Participants.  The CEO may also withhold up to a maximum of 15% of the Pool allocated for non-Section 16 Participants until the Performance Period is completed to enable him to reward outstanding contributions made by any such non-Section 16 Participant. Unallocated shares will be made available based on the extent to which performance targets are met as determined by the Committee.  Forfeited shares will not be available for distribution unless expressly approved by the Committee.




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XII.      New Hire Pool:  In order to achieve the objective of attracting able employees, the Committee does hereby delegate the authority to the CEO to issue Awards to new hires only with the following limitations:


–      All such Awards will be time-based Restricted Stock Units Awards with four‐year graded vesting (i.e., 25% at first four anniversaries of grant).  


–      That the maximum number of Awards that the CEO may unilaterally grant shall not exceed 40,000 shares.


–      The maximum Award to any one individual shall not exceed 20,000 shares.


–      The CEO may not grant awards to Executive Officer new hires without Committee approval.


In the event that the CEO wishes to make an Award to a current employee outside of the annual LTIP Pool, the CEO will gain the approval of the Committee and any Award will be included in the calculation of the maximum shares allowed for 2012.


XIII.    Restricted Stock Unit Agreement:  Attached hereto as Exhibit “A” is the form of the Restricted Stock Unit Agreement (the “RSU Agreement”) that each Participant must execute as a prerequisite of receiving any grant.  This RSU Agreement will be used to evidence Awards granted to all Participants and to establish the rights and obligations of any Participant with respect to such Award.  Any material and substantive modification to this form must be approved by the Committee.


 


In the event of a conflict between the provisions of the Plan and this LTIP, the terms and provisions of the Plan shall control and govern the rights and obligations of the parties.


 


 


 


__________________________


 


 


Attachments: 


Exhibit “A” —Cardtronics 2012 Long Term Incentive Plan Performance Targets and Metrics


Exhibit “B”—Restricted Stock Unit Agreement (form)


 




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Exhibit ‘A”


 


Cardtronics 2012 Long Term Incentive Plan Performance Targets
and Metrics


 


 


 


                                                            Threshold          Target              Maximum


Revenue Growth                                   5.0%                7.0%                9.0%


 


Revenue Growth Payout
Multiple           .5x                    1.0x                  2.0x


                                                            ___________________________________


Adjusted EPS Growth                            10.0%               15.0%               20.0%


 


Adjusted EPS Growth                            .5x                    1.0x                  2.0x


Payout Multiple


 


 


 














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Exhibit “B”


 


Restricted Stock Unit Agreement (form)


 


RESTRICTED STOCK UNIT
AGREEMENT


This Restricted Stock Unit Agreement (this
“Agreement”) is made as of the _____ day of March, 2012 (the “Date of Grant”),
between Cardtronics, Inc., 
a Delaware corporation (the “Company”), and
________________________________________ (“You”).


1.                 
Long Term Incentive Plan.  In
accordance with the Cardtronics, Inc. 2007 Amended and Restated Stock Incentive
Plan (the “Plan”), the Compensation Committee has
adopted a 2012 Long Term Incentive Plan (the “LTIP”), a copy of which is
attached hereto.  Additionally, the Compensation Committee has established the
following performance metrics, targets, and payout multiples for 2012:


	
   

  	
  Threshold

  	
  Target

  	
  Maximum

  
	
  Revenue Growth

  	
  5.0%

  	
  7.0%

  	
  9.0%

  
	
  Revenue Growth Payout Multiple

  	
  0.5x

  	
  1.0x

  	
  2.0x

  
	
  Adjusted EPS Growth

  	
  10.0%

  	
  15.0%

  	
  20.0%

  
	
  Adjusted EPS Growth Payout Multiple

  	
  0.5x

  	
  1.0x

  	
  2.0x

  




 


2.                 
Award.             In accordance with the Plan,
the Company does hereby grant you an Award of ___________ Restricted Stock
Units.  As stated in the LTIP, your Award will not be earned and therefore
remains revocable until and unless the Company achieves at least the “Threshold”
level of the 2012 Performance Targets.  Accordingly, in the event that the
Performance Targets are met, the number of Restricted Stock Units constituting
your Award may be decreased by as much as one half or increased by as much as
two times depending upon whether the Performance Targets achieved were at the
Threshold, Target or Maximum levels.  The Compensation Committee will meet no
later than March 31, 2013 to determine whether the Company met its 2012
Performance Targets.  The Compensation Committee will issue a written notice
(“Award Notice”) to you of its findings as to whether the Company achieved its
2012 Performance Targets and, if so, the specific level achieved.  If the
Company did not achieve its 2012 Performance Targets, your entire Award will be
cancelled and deemed to be void ab initio, whether or not you have also met the
time-based vesting requirements set forth below in Section 3(b).  If the
Company did achieve its 2012 Performance Targets, the Award Notice will confirm
such and based upon the level of achievement inform you of the exact number of
Restricted Stock Units constituting your earned Award (the “Final Award”). 







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Promptly following the expiration
of the applicable Vesting Periods set forth below, the Company will instruct
its share transfer agent (currently Wells Fargo) to issue to You one share of
the Company’s common stock, par value $0.0001 per share for each Restricted
Stock Unit earned by You.  You acknowledge receipt of a copy of the Plan and
agree that this Award of Restricted Stock Units shall be subject to all of the
terms and provisions of the Plan, including future amendments thereto, if any,
pursuant to the terms thereof.


3.                 
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 a disability entitling You to benefits under the
long-term disability plan maintained by the Company or an Affiliate; provided,
however, that if You are not eligible to participate in such plan, then You
shall be considered to have incurred a “Disability” if and when the Committee
determines in its discretion that You are permanently and totally unable to
perform your 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)              
“Forfeiture Restrictions” shall have the meaning specified in Section
3(a) hereof.


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


(d)              
“Qualified Retirement” shall mean the resignation of a Participant who
meets each of the following two requirements: (i) has a minimum of five (5)
years of employment with the Company; and (ii) is at least sixty (60) years of
age as of the date of his/her retirement.


(e)               
“Termination for Cause” shall mean the termination of Your employment
with the Company by the Company for “cause” as such term (or any similar term)
is defined in your employment agreement with the Company or any Affiliate;
provided, however, that if You do not have such an employment agreement or your
employment agreement does not define the term “cause” (or any similar term),
then “Termination for Cause” shall mean the termination of your employment with
the Company based on a determination by the Committee (or its delegate) that
You (i) have engaged in gross negligence, gross incompetence or willful
misconduct in the performance of your duties with respect to the Company or any
Affiliate, (ii) have refused without proper legal reason to perform your duties
and responsibilities to the Company or any Affiliate, (iii) have materially
breached any material provision of a written agreement or corporate policy or
code of conduct established by the Company or any Affiliate, (iv) have
willfully engaged in conduct that is materially injurious to the Company or any
Affiliate, (v) have disclosed without specific authorization from the Company confidential
information of the Company or any Affiliate that is materially injurious to any
such entity, (vi) have committed an act of theft, fraud, embezzlement, 





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misappropriation or willful breach of a fiduciary duty to
the Company or any Affiliate, or (vii) have 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).


(f)                
“Vesting
Period” shall mean  that period of time between the Date of Grant and the date
a Restricted Stock Unit is converted into a share of common stock of the
Company (par value $0.0001).


4.                 
Restricted Stock Units.  You
hereby accept the Restricted Stock Units when issued and agrees with respect
thereto as follows:


(a)               
Forfeiture Restrictions.  The
Restricted Stock Units may not be sold, assigned, pledged, exchanged,
hypothecated or otherwise transferred, encumbered or disposed of, and in the
event of termination of your employment with the Company for any reason, You
shall, for no consideration and except to the extent described in the second
sentence of Section 3(b), forfeit to the Company all Restricted Stock Units. 
The prohibition against transfer and the obligation to forfeit and surrender
Restricted Stock Units 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 Stock Units.


(b)              
Settlement of Final Award.  
Provided that You have been continuously employed by the Company from the Date
of Grant through the dates set forth in the following schedule, on the below
described anniversary dates the Company will automatically convert each earned
Restricted Stock Unit to one share of common stock of the Company (par value
$0.0001):


	
  Settlement Date

  	
   

  	
  Percentage of Total
  Number of Restricted Stock Units to be converted into Common Stock

  
	
  January 31, 2014

  	
   

  	
  50%

  
	
  January 31, 2015

  	
   

  	
  25%

  
	
  January 31, 2016

  	
   

  	
  25%

  




 


Notwithstanding the
foregoing and subject to Section VII.C. of the LTIP, if your employment with
the Company is terminated by (i) reason of death or Disability, (ii) You resign
and such resignation constitutes a Qualified Retirement, or (iii) if You are
involuntarily terminated by the Company within 24 months following a Corporate
Change, then, upon the date of such termination of your employment, the
Forfeiture Restrictions with respect to all of your earned Restricted Stock
Units that have not previously lapsed shall immediately lapse and such
Restricted Stock Units will be converted to common stock.


(c)               
Corporate Acts.  The existence of the
Restricted Stock Units 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 





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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 Stock Units 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 Stock Units 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.


5.                 
Dividend Equivalent Rights (“DER”).  In the event that
the Company declares and pays a dividend in respect of its outstanding shares
of Common Stock and, on the record date for such dividend, You hold Restricted
Stock Units granted pursuant to this Agreement that have not been settled, the
Company shall create a bookkeeping account that will track the amount of the
DERs You would have been entitled to receive on or following the Date of Grant
as if You had been the holder of record of the number of shares of Common Stock
related to the Restricted Stock Units that have not been settled as of the
record date, calculated without interest.  All DER amounts credited to your
bookkeeping account from the Date of Grant until the settlement of the
underlying Restricted Stock Units shall be paid to You in a lump sum cash
payment on the date that the underlying Restricted Stock Units associated with
that DER amount are settled pursuant to Section 3(b) above.  In the event that
the Restricted Stock Units are forfeited to the Company without settlement to you,
you will also forfeit any associated DER amounts. 


6.                 
Withholding of Tax.  To the
extent that the receipt of the Restricted Stock Units  or shares of the
Company’s common stock upon expiration of any Vesting Period results in
compensation income or wages to You for purposes of any governmental taxing
entity that has jurisdiction over the Company or You, You shall deliver to the
Company at the time of such receipt, as the case may be, such amount of money
as the Company may require to satisfy its obligation to the applicable taxing
authority under applicable tax laws or regulations to remit to such authority
on your behalf your minimum tax obligation created by such event, and if You
fail to do so, the Company is authorized to withhold from You any cash or stock
remuneration (including withholding any shares distributable to You under this
Agreement) then or thereafter payable to You.  You acknowledge and agree that
the Company is making no representation or warranty as to the tax consequences
to You as a result of the receipt of the Restricted Stock Units, the lapse of
any Forfeiture Restrictions or the issuance of shares of the Company’s common
stock to you upon expiration of any Vesting Period.


7.                 
Status and Issuance of Stock.   


(a)               
You agree that the Restricted Stock Units and shares of the Company’s
common stock issued in settlement of any such units 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.  You also agree
that (a) the certificates, if any, representing the Restricted Stock Units 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 shares on the stock transfer records
of the Company if such proposed transfer would, in the opinion of counsel satisfactory
to the Company, constitute a violation of any applicable securities law, and 





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(c) the Company may give related instructions to its
transfer agent, if any, to stop registration of the transfer of shares issued
in settlement of any Restricted Stock Unit.  


(b)              
Notwithstanding any provision of this Agreement to the contrary, the
issuance of Common Stock to You will be subject to compliance with all
applicable requirements of federal, state, or foreign law with respect to such
securities and with the requirements of any stock exchange or market system
upon which the Common Stock may then be listed.  No Common Stock will be issued
hereunder if such issuance would constitute a violation of any applicable
federal, state, or foreign securities laws or other law or regulations or the
requirements of any stock exchange or market system upon which the Common Stock
may then be listed.  


(c)               
The value of any fractional Restricted Stock Units shall be rounded down
at the time Common Stock is issued to You in connection with the Restricted
Stock Units.  No fractional shares of Common Stock, nor the cash value of any
fractional shares of Stock, will be issuable or payable to you pursuant to this
Agreement.  The value of such shares of Common Stock shall not bear any interest
owing to the passage of time.  


8.                 
Employment Relationship.  For
purposes of this Agreement, You shall be considered to be in the employment of
the Company as long as You remain an employee of either the Company or an
Affiliate.  Without limiting the scope of the preceding sentence, it is
specifically provided that You 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 You.  Nothing in the
adoption of the Plan, nor the award of the Restricted Stock Units thereunder
pursuant to this Agreement, shall confer upon You 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, your employment by the Company shall
be on an at-will basis, and the employment relationship may be terminated at
any time by either You 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.


9.                 
Conditions to Plan Participation and Receipt of Restricted
Stock Units.  In consideration of the grant of the Restricted Stock
Units, and in order to protect the interests of the Company, its Affiliates,
and their respective equity holders and employees, You acknowledge and agree
that it is a condition precedent to your right to participate in, continue to
participate in, and receive benefits under the Plan (including receipt of the
Restricted Stock Units) that (a) You shall at all times comply with laws
(whether domestic or foreign) applicable to your actions on behalf of the
Company or any Affiliate, (b) You shall not commit any action that results in
your employment being subject to a Termination for Cause, and (c) You 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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10.             
Notices.  Any notices or other
communications provided for in this Agreement shall be sufficient if in
writing.  Such notices or communications to You shall be effectively delivered
if hand delivered to You at your principal place of employment or if sent by
registered or certified mail to You at the last address You have 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.


11.             
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
You 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.  In the event of any conflict between this
Agreement and the Plan; the controlling document shall be the Plan.  In the
event of any conflict between this Agreement and the LTIP; the controlling
document shall be the LTIP.


12.             
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 You.  The provisions of
Section 5 shall survive the expiration of any Vesting Period.


13.             
Severability.  If any provision of this Agreement is
held to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions hereof, but such provision shall be
fully severable and this Agreement shall be construed and enforced as if the
illegal or invalid provision had never been included herein.


14.             
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 You have executed this Agreement, all as
of the date first above written.


                                                                        CARDTRONICS, INC.


 


 


                                                                        By:
______________________________________ 


                                                                        Name: 
___________________________________ 


                                                                        Title: 
____________________________________    


 


 


                                                                         


 


                                                                        AWARD
RECIPIENT (“YOU”)


 


 


                                                                        By: 
_____________________________________


                                                                        Name: 
___________________________________


                                                                         


                                                                         


SPOUSAL CONSENT


Your 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 your marital
relationship for any reason shall not have the effect of removing any
Restricted Stock Units and shares of common stock issued in settlement of any
such unit  otherwise subject to this Agreement from coverage hereunder and that
his/her awareness, understanding, consent and agreement are evidenced by
his/her signature below.


 


_____________________________________


Signature of Spouse


_____________________________________


                                                                        Printed
Name of Spouse