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.]
B-6
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