C ardtronics , Inc.

  Long Term Incentive Plan

 

T he stockholders of Cardtronics, Inc. (the “Company”) have approved an   Amended and Restated 2007 Stock Incentive Plan (the “Plan”).   The principal objectives of the Plan are   to provide a means through which the Company : (i) can   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 Long - Term Incentive Plan ( the “ LTIP ” ) to provide for long term incentive awards , a portion of which are Performance 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 its discretion , the   Committee , or the Chief Executive Officer (“CEO”) with respect to employees who are not Executive O fficers (subject to review by the Committee), will make annual   equity grants equity to eligible employees (“ P articipants ”) .     Save and except for ‘new hires’ ,   acquisition–related grants , or exceptional circumstances, it is intended that in any given Plan year the Company will make   equity grant s will be made pursuant only to this LTIP.  

The terms and conditions of the LTIP are set forth below; provided, however, that prior to any   grant, 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 Design :     The Plan will be comprised of 25% Time-Restricted Stock Units and 75% Performance - Restricted Stock Units.     In any given year, the Committee in its sole discretion may elect to grant any one or more types of Awards permitted under the Plan.

A.   Time Restricted Stock Units will be deemed earned as of the issue date; but not convertible into the Company’s company stock until the passage of the Vesting Periods (defined in Section   I V below) .  

B.   Performance -Restricted   Stock Units   granted under the LTIP will be earned only if the Company achieves certain minimum P erformance Targets   during the Performance Period  ( d efined calendar year) that are established by the Committee prior to the grant date of the Award .

C.   Metrics : Consistent with its desire to reward long term performance objectives, the Committee has selected :

i. R evenue , defined as “Total Revenues” (“Revenue”)   per GAAP as reported in the Company’s 10-K for the calendar year .  

ii.   Adjusted Earnings Per Share (“EPS ”) , as reported in the Reconciliation of Non-GAAP Measures in the Company’s 10-K for the year as the metrics that will be used to measure performance over the Performance Period.

iii.   The Committee in its sole discretion may select any metric as defined in the Plan for any given performance period.

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D.   Weighting :     Each of the above metrics (Revenue and EPS) will be equally weighted to determine the “Payout multiple”, with no Award earned unless at least the Threshold level of performance is achieved. 

i.   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.

E.   Performance Targets :   In order to promote the desired activity on the part of the Participants in the LTIP, prior to March 31 of the Plan year, the Committee will establish the performance targets including the Threshold, Target, and Maximum performance levels and corresponding earn out schedule, the Total Pool available to be aw a rded to participants and the allocation methodology for that Performance Period.

i.   Payout Multiples:   Under the LTIP, the number of performance - based restricted stock units earned will be a function   of the level of performance achieved by the Company .     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 any given Plan year , the metrics and associated payout multiples are attached hereto in Exhibit “A”.     If the T hreshold level of performance is not achieved for a given Performance Period , the p erformance- r estricted Stock Unit Awards granted will be forfeited and the recipients advised thereof .

ii.   Vesting following achievement of Earned A wards :  Earned Awards are then subject to time-based vesting restrictions .  Each Award will be evidenced by a written agreement by and between the Company and the applicable Participant.  On or before March 31 st   following completion of the Performance Period, 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.

  III .   Adjustment to Actual Performance for the Purpose of Incentive Earned Calculations

A.   The Performance Levels described in the LTIP represent the Company’s business as of January 1 ^st   of the calendar year .  The Committee has approved the following categories of Adjustment to Actual Performance for the purpose of calculating performance under this Plan .   H owever , the Committee will review and approve all A djustments to A ctual Performance prior to the completion of the calculation of Awards earned under this Plan .   Certain adjustments may already be reflected in Adjusted Earnings per Share, and it is not intended that the same adjustment be made twice.

i.   Currency Exchange Rate Adjustments—Currency Exchange Rate Adjustments will be applied to actual results to have the effect of neutralizing changes (i.e . , no positive or negative impact) in exchange rates when results are determined as compared to exchange rates in effect when Targets (budget) were established.     Adjustment will be applied as required to both Revenue and EPS metrics .

ii. Acquis i tion and Strategic Investment Performa nc e Adjustments—Actual results relative to any acquisitions involving annual revenues in excess of 1% of prior year consolidated revenues or Strategic Investments involving capital expenditures in excess of 1 % of the current year capital budget   will be adjusted by subtracting the Board approved business case for each acquisition /strategic investment under procedures approved by the Compensation Committee , thus rewarding management for better than business case performance and holding management accountable for less than business case performance in calculation of incentives earn e d.  Adjustment will be applied as required to both Revenue and Adjusted

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EPS metrics.  Transaction costs for such acquisitions/investments will be considered as an add-back to profitability.

iii.   Acquisition Cost Adjustments— A cquisition costs for acquis i tions closed in the period that have revenues less tha n  1 % of prior year global consolidated revenues will not be considered as an add-back except in unusual circumstances and with the approval of the Compensation Committee .

iv.   Costs relative to acquisitions not closed in the period will be considered as an add-back.

v.   Other adjustments that the Committee deems appropriate may be included .

  IV.   Time-based Vesting (lapsing of restrictions) :     Subject to the exceptions set forth in Sections VI and VII 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 ^st   o f the Performance Period.  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.  At the expiration of each Vesting Period, the Company shall convert each vested Restricted Stock Unit into one share of C ommon S tock 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 .

  V.   All awards earned under this Plan are subject to Cardtronics Stock Holding policy as it applies to certain Executive officers.   

  V I .   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:

i.   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.

ii.   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 t hat 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.

iii.   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

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Company shall terminate following a completed Performance Period but prior to all earned Awards becoming fully vested, the following shall apply:

i.   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 .

ii.   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.

iii.   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.    

VII. 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 dur ing a Performance Period, the Awards granted during the Performance Period shall be treated as earned at the Target level.

B.   Treatment of Earned Awards .

i.   Participants E ligible 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 Chang e 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.

ii.   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.

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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 ( i ) 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 VII.C. are satisfied shall be made by the Committee, as constituted immediately before the Corporate Change, in its sole discretion.

D.   Termination of Employment In Connection With the Corporate Change .   Upon a n 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

  V I II .   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.  

  I X.   Pool Size :    T he Committee has the authority to determine the size of the Award pool and t he 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 II above as applied to the Performance-Restricted Stock Units only .     At such time, the num ber of shares ultimately earned may be adjusted up or down based on the Company’s performance with respect to the established performance metrics.  

  X.   Allocation Methodology :     Award amounts will be established for each P articipant based upon various factors considered by the Committee relating to all Executive O fficers and by the CEO with respect to all other Participants, including , but not limited to a Participant’s duties and responsibilities, specific performance objectives for 201 3 , and overall competitiveness of compensation .

          Participants will be divided into five tiers: Tier 1: CEO; Tier 2: Direct Reports to CEO , and Tiers 3-5 :   V arious 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

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until the Performance P eriod 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.

  XI.   CEO Pool :     In order to achieve the objective of attracting able employees and , retaining key employees,  t he Committee does hereby delegate the authority to the CEO to issue Awards with the following limitations:

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

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

C.   The maximum Award to any new hire shall not exceed 20,000 shares .

D.   The maximum award to a current employee may not exceed 2 ,000 shares .

E.   The CEO may not grant awards to Executive Officer s , Section 16 Officers , or Other Direct Report new hires without Committee approval.

          A ny A ward granted by the CEO will be included in the calculation of the maximum shares allowed for 201 3 .

  XII.   Restricted Stock Unit Agreement :     Attached hereto as Exhibit “ B ” is the form of t he 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.

______ ______ ______________

 

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RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (this “Agreement”) is made as of the 29 ^th   day of March, 201 3 (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 201 3 Long Term Incentive Plan (the “LTIP”), a copy of which is attached hereto.  Additionally, with respect to the “Performance Based” equity grants issued under the LTIP, the Compensation Committee has established the following performance metrics, targets, and payout multiples for 201 3 :

 

2. Award .        In accordance with the Plan, the Company does hereby grant you an Award of _____   p erformance -b ased   Restricted Stock Units and _____   t ime - based only Restricted Stock Units .  As stated in the LTIP the Time based only award is irrevocably granted to you and will be earned by you on J anuary 31, 2014, so long as you remain an employee with the Company from the date hereof to such date.  However , the p erformance -b ased portion of your Award will not be earned and therefore remains revocable until and unless the Company achieves at least the “Threshold” level of the 201 3 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, 201 4 to determine whether the Company met its 201 3 Performance Targets.  The Compensation Committee will issue a written notice (“Award Notice”) to you of its findings as to whether the Company achieved its 201 3 Performance Targets and, if so, the specific level achieved.  If the Company did not achieve its 201 3 Performance Thresholds ,   the entire   p erformance -b ased portion of your 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 4 (b).  If the Company did achieve its 201 3 Performance Targets, the Award Notice will confirm such and based upon the level of achievement inform you of the exact number of Performance Based Restricted Stock Units constituting your earned Award . Accordingly, your   “ Final Award ” will consist of the fixed time based RSU award set forth above plus the number of performance based RSU’s that are earned as a consequence of the Company’s performance in 2013 .  

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.

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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 4 (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 “ c ause” (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, 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

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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 4 (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 represented by the Final Award   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, 2015		50%
January 31, 2016		25%
January 31, 2017		25%

 

Notwithstanding the foregoing and subject to Section VI.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 represented by the Final Award 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 or any part of its assets or business or any other corporate act or proceeding.  The prohibitions of Section 4 (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

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Stock Units associated with that DER amount are settled pursuant to Section 4 (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 (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

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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.

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 6 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

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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

 

 

Attachment:  201 3 Long Term Incentive Plan

 

 

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