Exhibit 10.1





Exhibit 10.1




Cardtronics, Inc.

2010 Annual Executive Cash Incentive Plan




Members of the Cardtronics, Inc. (Cardtronics or the Company) leadership team that are designated
by the Company as participants are eligible to participate in the Annual Executive Cash Incentive
Plan (AECIP). The 2010 AECIP has been designed to include certain performance thresholds and
metrics focused on Company performance, subject to a Management by Objective (MBO) modifier, to
ensure the Company is measuring and rewarding its executive leadership team on critical business
drivers that they influence.




I. Plan Mechanics



Three components factor into the calculation of a participant’s earned AECIP award:




	 	A.	 	Performance Thresholds: Minimum levels of Company financial performance that must be
attained in order for AECIP payouts to occur.

	 
	 	B.	 	Performance Metrics: Particular levels of Company financial achievement that the
AECIP is designed to reward.

	 
	 	C.	 	Individual MBO Modifier: Adjustments to an individual’s bonus payout will be based
on attainment of that individual’s MBOs.







II. Performance Thresholds



For any AECIP to be payable, all three of the following performance thresholds must be met:




	 	A.	 	Cardtronics must achieve the threshold level of its fiscal year corporate Adjusted
Earnings before Interest, Income Taxes, Depreciation and Amortization (Adjusted EBITDA).

	 
	 	B.	 	Cardtronics must be compliant with all material public company regulations and
reporting requirements for its fiscal year.

	 
	 	C.	 	The executive must achieve the minimum performance standards established by his
superior and/or the Board.







III. Participants & Groupings



A member of the Company’s leadership team shall become an eligible participant in the 2010 AECIP
immediately upon being designated by the Company to participate in the 2010 AECIP. A participant
in the 2010 AECIP shall continue to be a participant so long as he remains in the employ of the
Company or a subsidiary of the Company continuously from the time he or she is designated as a
participant in the 2010 AECIP until payment is made, if any, pursuant to the 2010 AECIP. Following
December 31, 2010, however, the participant’s eligibility for benefits pursuant to the 2010 AECIP
will be extinguished. Eligibility for, or participation in, the 2010 AECIP shall in no way
guarantee an individual’s eligibility for, or participation in, any subsequent year AECIP, if any.


 


 









 





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The Cardtronics 2010 AECIP participants have been placed into one of two groups, which reflect
their ability to control the results of the metrics assigned to each group. The two participant
groups are:




	 	A.	 	Worldwide. These metrics represent the consolidated fiscal year results as per the
Company’s public reporting.

	 
	 	B.	 	UK Only. These metrics represent the UK results denominated in UK pounds sterling.






Schedules A & B list each of the 2010 AECIP participants, their respective group assignment, and
the related Target Bonus Payout.




IV. Performance Metrics



The AECIP rewards the achievement of performance on key metrics that are critical to Cardtronics’
continued success. For the Worldwide participants, the 2010 AECIP metrics are:




	 	A.	 	Adjusted EBITDA

	 
	 	B.	 	Return on Invested Capital

	 
	 	C.	 	Total Revenues






For the UK participants, the 2010 AECIP metrics are:




	 	D.	 	Adjusted UK EBITDA in Pounds Sterling

	 
	 	E.	 	UK Return on Invested Capital

	 
	 	F.	 	Total UK Revenues in Pounds Sterling







V. Performance Metrics — Definitions




	 	A.	 	Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization
(Adjusted EBITDA)







	 	1.	 	Worldwide Adjusted EBITDA: Adjusted EBITDA as reported to the public in
Cardtronics’ press releases, modified by any adjustments that the Compensation
Committee believes are appropriate.

	 
	 	2.	 	UK Adjusted EBITDA: The contribution of UK entities to the Worldwide
Adjusted EBITDA figure, per Cardtronics’ internal financial statements, as modified by
any adjustments that the Compensation Committee believes are appropriate.







	 	B.	 	Return on Invested Capital (ROIC) —worldwide plan







	 	1.	 	ROIC = Net Operating Profit after Tax (NOPAT) divided by Capital Invested
(CI).

	 
	 	2.	 	NOPAT = (Adjusted EBITDA less depreciation for the relevant plan year, less
adjustments for non-wholly-owned subsidiaries, less amortization of intangible asset
expense, less taxes at a 35% tax rate.)

	 
	 	3.	 	CI = For the trailing five quarter-ends (12/09, 3/10, 6/10, 9/10, 12/10), the
average of (Total assets minus goodwill, minus accounts payable, accrued liabilities,
assets related to interest rate hedging (if applicable), and asset





 


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	 	 	 	retirement obligations), as reported in the Company’s quarterly reports on Form 10-Q
and annual reports on Form 10-K (or in the case of subsidiaries, in the Company’s
internal records).







	 	C.	 	Return on Invested Capital (ROIC) —UK plan







	 	1.	 	ROIC = Net Operating Profit After Tax (NOPAT) divided by Capital Invested
(CI).

	 
	 	2.	 	NOPAT = (Adjusted EBITDA less depreciation for the relevant plan year, less
adjustments for non-wholly-owned subsidiaries, less taxes at a 28% tax rate).

	 
	 	3.	 	CI = For the trailing five quarter-ends (12/09, 3/10, 6/10, 9/10, 12/10), the
average of (Total assets minus goodwill and intangible assets, minus accounts payable,
accrued liabilities, assets related to interest rate hedging (if applicable), and
asset retirement obligations), as reported in the Company’s quarterly reports on Form
10-Q and annual reports on Form 10-K (or in the case of subsidiaries, in the Company’s
internal records).







	 	Note —	 	the principal differences between the UK ROIC calculation and the
Worldwide ROIC calculation are the following:







	 	•	 	Intangible asset amortization expense
is not deducted from NOPAT (numerator) in the UK calculation

	 
	 	•	 	Intangible assets are subtracted from
CI (denominator) in the UK calculation

	 
	 	•	 	Taxes are estimated at a rate of 28% in
the UK calculation, compared to 35% in the worldwide calculation







	 	 	 	These adjustments were made to the UK calculation such that the ROIC
calculation would result in a target of at least 20%, and as a result, properly
incent management of that operation to pursue business opportunities that
exceed that level of anticipated return on invested capital







	 	D.	 	Total Revenues







	 	a.	 	As reported in the audited financial statements (or in the case of
subsidiaries, in the Company’s internal records).





 


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VI. Performance Targets (in thousands, except percentage amounts)



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Group	 	Metric	 	Weighting	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Worldwide
	 	Adjusted EBITDA	 	 	40	%	 	$	110,000	 	 	$	120,000	*	 	$	140,000	 
	 
	 	ROIC	 	 	40	%	 	 	17.1	%	 	 	20.2	%	 	 	26.4	%
	 
	 	Total Revenues	 	 	20	%	 	$	527,534	 	 	$	538,300	 	 	$	559,832	 
	UK Only
	 	Adjusted EBITDA	 	 	45	%	 	£	11,903	 	 	£	12,980	 	 	£	15,147	 
	 
	 	ROIC	 	 	45	%	 	 	16.6	%	 	 	20.9	%	 	 	29.4	%
	 
	 	Total UK Revenues	 	 	10	%	 	£	60,459	 	 	£	61,693	 	 	£	64,161	 








	 	 	 
	*	 	This target was set by the Company’s Board of Directors on December 12, 2009.





Worldwide Targets:




Forty percent (40%) of the bonus pool will be based on Adjusted EBITDA performance. For the
Adjusted EBITDA metric, the threshold level is set at 91.7% of the Target (budgeted) Adjusted
EBITDA level, and the Maximum level is set at 116.7% of the Target EBITDA level.



Forty percent (40%) of the bonus pool will be based on ROIC performance. For the ROIC metric, the
Threshold ROIC level is set at 17.1% (which is the level achieved if Capital Invested is at
budgeted levels and Adjusted EBITDA is 91.7% of budget), and the Maximum level is set at 26.4%
(which is the level achieved if Capital Invested is at budgeted levels and Adjusted EBITDA is at
116.7% of budget). The Target ROIC level of 20.2% would be achieved if both Capital Invested and
Adjusted EBITDA are at budgeted levels.



Twenty percent (20%) of the bonus pool will be based on total revenues. For the total revenue
metric, the threshold level is set at $527.5 million which is 98% of the Target (budget) Total
Revenue level, and the Maximum level is set at $559.8 million, which is 104% of the Target Total
Revenue level.



For each of the metrics, it is intended that the Threshold performance level triggers a potential
bonus pool at the Threshold level (50% of Target bonus pool), that the Target performance level
triggers a potential bonus pool at the Targeted level (100% of Target bonus pool), and performance
at or above the Maximum level triggers a potential bonus pool at the Maximum level (200% of Target
bonus pool), in each case for the relevant portion of the bonus pool.


 


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UK Targets:




Forty-five percent (45%) of the bonus pool will be based on Adjusted EBITDA performance. For the
Adjusted EBITDA metric, the threshold level is set at 91.7% of the
Target (budgeted) Adjusted EBITDA level, and the Maximum level is set at 116.7% of the Target
EBITDA level.



Forty-five percent (45%) of the bonus pool will be based on ROIC performance. For the ROIC metric,
the Threshold ROIC level is set at 16.6% (which is the level achieved if Capital Invested is at
budgeted levels and Adjusted EBITDA is 91.7% of budget), and the Maximum level is set at 29.4%
(which is the level achieved if Capital Invested is at budgeted levels and Adjusted EBITDA is at
116.7% of budget). The Target ROIC level of 20.9% would be achieved if both Capital Invested and
Adjusted EBITDA are at budgeted levels.



Ten percent (10%) of the bonus pool will be based on total revenues. For the total revenue metric,
the threshold level is set at £60.5 million which is 98% of the Target (budget) Total Revenue
level, and the Maximum level is set at £64.2 million, which is 104% of the Target Total Revenue
level.



For each of the metrics, it is intended that the Threshold performance level triggers a potential
bonus pool at the Threshold level (50% of Target bonus pool), that the Target performance level
triggers a potential bonus pool at the Targeted level (100% of Target bonus pool), and performance
at or above the Maximum level triggers a potential bonus pool at the Maximum level (200% of Target
bonus pool), in each case for the relevant portion of the bonus pool.




VII. Performance Levels




AECIP is designed to pay bonuses relative to the Company’s actual performance using the schedule
shown below. The AECIP is structured to reward the attainment of performance targets and to
provide for substantially increased rewards when these performance targets are exceeded. Bonus
payouts will not be made unless the Company exceeds certain critical threshold levels.



	 	 	 	 	 
	 	 	Bonus Payout for Performance	 
	Performance Level	 	(% of Target)	 
	Maximum
	 	 	200	%
	Target
	 	 	100	%
	Threshold
	 	 	50	%
	Below Threshold
	 	No Payout






Note that a pro-rata (interpolation) calculation will be performed for actual achievement results
that fall between the threshold and target as well as results that fall between the target and
maximum results for each performance metric. As an example, if the actual Adjusted EBITDA achieved
was $130 million, that result would equate to a 150% payout for that metric, as it would be 50%
between the target and maximum levels. To further illustrate, assume that actual ROIC achieved was
18%, the bonus payout for this metric would be approximately 65%, which equates to the pro-rata difference between the minimum payout
level of 17.1% and the target of 20.2%


 


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VIII. Individual MBO Modifier



Regardless of financial performance, each AECIP award will be adjusted to reflect the individual
performance of each executive based on the attainment of his or her MBOs. The AECIP incentivizes
each executive to outperform his or her MBOs and penalizes underperformance. Management’s
intention is for the Company’s total bonus payout (e.g., after the MBO modifier) to correlate to
the consolidated bonus accrual. For example, if the Company achieves its Adjusted EBITDA Target,
ROIC Target and Revenue Target (aka “budget”), the sum of the bonus payout would not exceed 100% of
the budgeted accrual. The total payout (or bonus “pool”) will be proportionally adjusted up/down
based on the actual performance relative to the performance metrics contained within this document.



The MBO adjustment scale is as follows:



	 	 	 	 	 	 	 
	MBO Rating	 	Performance	 	Modification / % of AECIP Paid	 
	10	 	All MBOs exceeded
	 	 	120	%
	9	 	All MBOs attained; other exceptional achievements
	 	 	110	%
	8	 	All MBOs attained
	 	 	100	%
	7	 	Substantially all MBOs attained
	 	 	90	%
	6	 	Most but not all MBOs attained
	 	 	80	%
	5	 	MBOs partially attained
	 	 	60	%
	4	 	Most MBOs missed
	 	 	30	%
	3	 	Substantially all MBOs not attained
	 	 	10	%
	1-2	 	All MBOs missed
	 	 	0	%






 


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IX. Example Calculation



The following example explains the AECIP plan design:



Cardtronics’ 2010 Annual Executive Cash Incentive Plan




Joe Example, Worldwide Participant

Performance Targets (#s in 000’s)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Performance Metric	 	Weighting	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Adjusted EBITDA
	 	 	40	%	 	$	110,000	 	 	$	120,000	 	 	$	140,000	 
	ROIC
	 	 	40	%	 	 	17.1	%	 	 	20.2	%	 	 	26.4	%
	Total Revenues
	 	 	20	%	 	$	527,534	 	 	$	538,300	 	 	$	559,832	 






Payout Matrix




	 	 	 	 	 
	Current Base Salary
	 	$	150,000	 
	Target Incentive as % of Salary
	 	 	40	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Below Threshold	 	 	Threshold	 	 	Target	 	 	Maximum	 
	Payout as % of Target
	 	 	0	%	 	 	50	%	 	 	100	%	 	 	200	%
	Incentive Payout
	 	$	0	 	 	$	30,000	 	 	$	60,000	 	 	$	120,000	 






Example of AECIP Calculation





Assumptions: Adjusted EBITDA and ROIC targets are met, public company reporting met, and
minimum performance standards met.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Performance Metric	 	Actual Performance	 	 	AECIP Payout Level	 	 	Weighting	 	 	Actual AECIP	 
	EBITDA
	 	$	120,000	 	 	 	100	%	 	 	40	%	 	$	24,000	 
	ROIC
	 	 	20.2	%	 	 	100	%	 	 	40	%	 	$	24,000	 
	Total Revenues
	 	$	527,534	 	 	 	50	%	 	 	20	%	 	$	6,000	 






	 	 	 	 	 
	AECIP Amount Before MBO Modifier
	 	$	54,000	 
	MBO Rating
	 	 	6	 
	MBO Modification
	 	 	20	%
	Final AECIP Payout
	 	$	43,200	 






 


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Miscellaneous





X. Recoupment Policy



It is Cardtronics’ policy that cash bonuses paid to executives are subject to recoupment if the
operating or financial results used to calculate the bonus are later restated. Under this policy,
an executive who engages in fraud or other misconduct leading to the restatement is required to
repay any cash bonus paid for the period in question.




XI. Discretion and Administrative Authority



While the intent is to determine bonuses in accordance with the calculations defined by this plan,
the CEO and Compensation Committee of the Board of Directors retain the discretion to adjust the
bonus determinations for the performance period relative to the performance targets. Final bonus
awards will be determined based on the funds available.



The Compensation Committee shall generally oversee the administration of the Plan. The
Compensation Committee shall have complete control and authority to determine the rights and
benefits of all claims, demands and actions arising out of the provisions of the 2010 AECIP of any
participant, deceased participant, or other person having or claiming to have any interest under
the 2010 AECIP. The Compensation Committee shall have complete discretion to interpret the 2010
AECIP and to decide all matters under the plan. Such interpretation and decision shall be final,
conclusive and binding on all participants and any person claiming under or through any
participant, in the absence of clear and convincing evidence that the Compensation Committee acted
arbitrarily and capriciously. Any individual serving as a member of the Compensation Committee who
is a participant will not vote or act on any matter pertaining solely to himself. When making a
determination or calculation, the Compensation Committee shall be entitled to rely on information
furnished by a participant, a participant’s estate, or the Company.




XII. AECIP Calculations



In the event actual results fall in between the Threshold, Target and Maximum levels, interpolation
will be used to determine the appropriate bonus payout.




XIII. Taxation



The Company may, in its discretion, require the participant to pay in cash to the Company the
amount that the Company deems necessary to satisfy its current or future obligation to withhold
federal, state or local income or other taxes that the participant incurs as a result of a bonus
payout pursuant to the 2010 AECIP. With respect to any required tax withholding, the Company may
withhold from the participant’s payment the amount necessary to satisfy its obligation to withhold
taxes.


 


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XIV. Funding and Performance Levels



The Performance Levels described in the 2010 AECIP represent the Cardtronics business as of January
1, 2010. Should the Board of Directors formally approve actions, such as a material acquisition
that may affect the attainment of the Performance Metrics and Levels described herein, the impact
of such actions to the 2010 AECIP will be determined and presented to the Compensation Committee
for approval of revised Performance Levels for bonus calculation purposes. The 2010 AECIP
constitutes a mere promise by the Company to make payments in accordance with the terms of the 2010
AECIP, and participants and beneficiaries shall have the status of general unsecured creditors of
the Company. Nothing in the 2010 AECIP will be construed to give any employee or any other person
rights to any specific assets of the Company or of any other person.




XV. Limitation of Employee’s Rights



Nothing contained in the 2010 AECIP shall (a) confer upon any person a right to be employed or to
continue in the employ of the Company, (b) interfere in any way with the right of the Company to
terminate the employment of a participant at any time, with or without cause and with or without
prior notice, without regard to the effect such discharge would have on the participant’s interest
in the Plan, or (c) confer upon any participant any of the rights of a member or manager of the
Company.




XVI. Release



Any payment to any participant in accordance with the provisions of the 2010 AECIP shall, to the
extent thereof, be in full satisfaction of all claims against the Company and the Compensation
Committee under the 2010 AECIP, and the Compensation Committee may require such participant, as a
condition precedent to such payment, to execute a receipt and release to such effect.




XVII. Effective Date



The 2010 AECIP is effective as of January 1, 2010. If bonuses are paid, audited financial results
for the year ended December 31, 2010 will be used to calculate the bonus payout. As a result, any
payment of bonuses will be delayed until the results of the Company’s 2010 audit are substantially
finalized. As a result, participants can expect to receive payment in the month of March, 2011;
provided, however, that in no event shall a payment be made to a participant pursuant to the 2010
AECIP following March 15, 2011.




 


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