Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
 
 
 

þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended March 31, 2019
 
 
or
 
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934
 
 
 
For the transition period from        to
Commission File Number: 001-37820
________________________________________
Cardtronics plc
(Exact name of registrant as specified in its charter)
England and Wales  
98-1304627
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
2050 West Sam Houston Parkway South, Suite 1300
77042
Houston, Texas  
(Zip Code)
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (832) 308-4000
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,’’ “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer              þ  
 
Accelerated filer                     ☐
Non-accelerated filer               ☐
 
Smaller reporting company    ☐
Emerging growth company     ☐
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
Shares outstanding as of April 30, 2019 : 46,316,418 Ordinary shares, nominal value $0.01 per share.
 

Table of Contents

CARDTRONICS PLC
TABLE OF CONTENTS
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
When we refer to “us,” “we,” “our,” “ours,” “the Company,” or “Cardtronics” we are describing Cardtronics plc and/or our subsidiaries, unless the context indicates otherwise.

2
Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CARDTRONICS PLC
CONSOLIDATED BALANCE SHEETS
(In thousands, excluding share and per share amounts)
 
March 31, 2019
 
December 31, 2018
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
35,444

 
$
39,940

Accounts and notes receivable, net of allowance for doubtful accounts of $3,208 and $3,005 as of March 31, 2019 and December 31, 2018, respectively
80,277

 
75,643

Inventory, net
12,773

 
11,392

Restricted cash
84,790

 
155,470

Prepaid expenses, deferred costs, and other current assets
102,884

 
84,386

Total current assets
316,168

 
366,831

Property and equipment, net of accumulated depreciation of $445,272 and $417,151 as of March 31, 2019 and December 31, 2018, respectively
458,067

 
460,187

Intangible assets, net
140,091

 
150,847

Goodwill
754,084

 
749,144

Operating lease assets
81,973

 
—

Deferred tax asset, net
10,311

 
8,658

Prepaid expenses, deferred costs, and other noncurrent assets
41,516

 
51,677

Total assets
$
1,802,210

 
$
1,787,344

 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of other long-term liabilities
$
50,492

 
$
20,266

Accounts payable
35,440

 
39,310

Accrued liabilities
322,297

 
369,160

Total current liabilities
408,229

 
428,736

 
 
 
 
Long-term debt
802,719

 
818,485

Asset retirement obligations
54,946

 
54,413

Noncurrent operating lease liabilities
72,482

 
—

Deferred tax liability, net
39,630

 
41,198

Other long-term liabilities
48,375

 
67,740

Total liabilities
1,426,381

 
1,410,572

 
 
 
 
Commitments and contingencies (See Note 15 )

 

 
 
 
 
Shareholders' equity:
 
 
 
Ordinary shares, $0.01 nominal value; 46,308,277 and 46,134,381 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively
463

 
461

Additional paid-in capital
329,712

 
327,009

Accumulated other comprehensive loss, net
(74,478
)
 
(66,877
)
Retained earnings
120,229

 
116,276

Total parent shareholders' equity
375,926

 
376,869

Noncontrolling interests
(97
)
 
(97
)
Total shareholders’ equity
375,829

 
376,772

Total liabilities and shareholders’ equity
$
1,802,210

 
$
1,787,344

The accompanying notes are an integral part of these consolidated financial statements.

3
Table of Contents

CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, excluding share and per share amounts)
(Unaudited)
 
 
Three Months Ended
March 31,
 
 
2019
 
2018
Revenues:
 
 
 
 
ATM operating revenues
 
$
302,602

 
$
319,731

ATM product sales and other revenues
 
15,668

 
16,453

Total revenues
 
318,270

 
336,184

Cost of revenues:
 
 
 
 
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(c) )
 
206,158

 
215,490

Cost of ATM product sales and other revenues
 
11,925

 
12,762

Total cost of revenues
 
218,083

 
228,252

Operating expenses:
 
 
 
 
Selling, general, and administrative expenses
 
43,660

 
41,740

Restructuring expenses
 
—

 
2,413

Acquisition related expenses
 
—

 
1,720

Depreciation and accretion expense
 
32,973

 
31,042

Amortization of intangible assets
 
12,412

 
13,771

Loss on disposal and impairment of assets
 
968

 
5,420

Total operating expenses
 
90,013

 
96,106

Income from operations
 
10,174

 
11,826

Other expenses:
 
 
 
 
Interest expense, net
 
6,643

 
9,174

Amortization of deferred financing costs and note discount
 
3,292

 
3,308

Other (income) expense
 
(7,207
)
 
2,160

Total other expenses
 
2,728

 
14,642

 Income (loss) before income taxes
 
7,446

 
(2,816
)
Income tax expense (benefit)
 
3,129

 
(31
)
Net income (loss)
 
4,317

 
(2,785
)
Net loss attributable to noncontrolling interests
 
(2
)
 
(17
)
Net income (loss) attributable to controlling interests and available to common shareholders
 
$
4,319

 
$
(2,768
)
 
 
 
 
 
Net income (loss) per common share – basic
 
$
0.09

 
$
(0.06
)
Net income (loss) per common share – diluted
 
$
0.09

 
$
(0.06
)
 
 
 
 
 
Weighted average shares outstanding – basic
 
46,223,764

 
45,833,070

Weighted average shares outstanding – diluted
 
46,635,033

 
45,833,070

The accompanying notes are an integral part of these consolidated financial statements.

4
Table of Contents

CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 
Three Months Ended
March 31,
 
2019
 
2018
Net income (loss)
$
4,317

 
$
(2,785
)
Unrealized (loss) gain on interest rate swap contracts, net of deferred income tax (benefit) expense of $(3,196) and $5,143 for the three months ended March 31, 2019 and 2018, respectively.
(12,703
)
 
17,361

Foreign currency translation adjustments, net of deferred income tax (benefit) expense of $(80) and $24 for the three months ended March 31, 2019 and 2018, respectively.
5,102

 
7,624

Other comprehensive (loss) income
(7,601
)
 
24,985

Total comprehensive (loss) income
(3,284
)
 
22,200

Less: Comprehensive loss attributable to noncontrolling interests
—

 
(19
)
Comprehensive (loss) income attributable to controlling interests
$
(3,284
)
 
$
22,219

The accompanying notes are an integral part of these consolidated financial statements.

5
Table of Contents



CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 
(In thousands)
(Unaudited)

 
Common Shares
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss, Net
Retained
Earnings
Noncontrolling
Interests
 
 
Shares
Amount
Total
Balance as of December 31, 2017
45,696

$
457

$
316,940

$
(33,595
)
$
106,670

$
(79
)
$
390,393

Issuance of common shares for share-based compensation, net of forfeitures
225

2

—

—

—

—

2

Share-based compensation expense
—

—

2,445

—

—

—

2,445

Tax payments related to share-based compensation
—

—

(2,379
)
—

—

—

(2,379
)
Unrealized gain on interest rate swap and foreign currency forward contracts, net of deferred income tax expense of $5,143
—

—

—

17,361

—

—

17,361

Net loss attributable to controlling interests
—

—

—

—

(2,768
)
—

(2,768
)
Net loss attributable to noncontrolling interests
—

—

—

—

—

(17
)
(17
)
Deferred sales commission
—

—

—

—

5,933

—

5,933

Foreign currency translation adjustments, net of deferred income tax expense of $24
—

—

(10
)
7,624

—

(1
)
7,613

Balance as of March 31, 2018
45,921

$
459

$
316,996

$
(8,610
)
$
109,835

$
(97
)
$
418,583


 
Common Shares
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss, Net
Retained
Earnings
Noncontrolling
Interests
 
 
Shares
Amount
Total
Balance as of December 31, 2018
46,134

$
461

$
327,009

$
(66,877
)
$
116,276

$
(97
)
$
376,772

Cumulative effect of change in accounting principle
—

—

—

366

(366
)
—

—

Issuance of common shares for share-based compensation, net of forfeitures
174

2

—

—

—

—

2

Share-based compensation expense
—

—

4,484

—

—

—

4,484

Tax payments related to share-based compensation
—

—

(1,781
)
—

—

—

(1,781
)
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax (benefit) of $(3,196)
—

—

—

(13,069
)
—

—

(13,069
)
Net income attributable to controlling interests
—

—

—

—

4,319

—

4,319

Net loss attributable to noncontrolling interests
—

—

—

—

—

(2
)
(2
)
Foreign currency translation adjustments, net of deferred income tax (benefit) of $(80)
—

—

—

5,102

—

2

5,104

Balance as of March 31, 2019
46,308

$
463

$
329,712

$
(74,478
)
$
120,229

$
(97
)
$
375,829

The accompanying notes are an integral part of these consolidated financial statements.



6
Table of Contents

CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(In thousands)
(Unaudited)
 
Three Months Ended
March 31,
 
2019
 
2018
Cash flows from operating activities:
 
 
 
Net income (loss)
$
4,317

 
$
(2,785
)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:


 
 
Depreciation, accretion, and amortization of intangible assets
45,385

 
44,813

Amortization of deferred financing costs and note discount
3,292

 
3,308

Share-based compensation expense
4,484

 
2,445

Deferred income tax (benefit)
354

 
(281
)
Loss on disposal and impairment of assets
968

 
5,420

Other reserves and non-cash items
(7,497
)
 
2,368

Changes in assets and liabilities:
 
 
 
(Increase) decrease in accounts and notes receivable, net
(3,851
)
 
12,633

Increase in prepaid expenses, deferred costs, and other current assets
(19,222
)
 
(17,995
)
Increase in inventory, net
(2,741
)
 
(1,424
)
Decrease (increase) in other assets
1,740

 
(118
)
Decrease in accounts payable
(4,506
)
 
(11,581
)
(Decrease) increase in restricted cash liabilities
(71,521
)
 
24,238

Increase (decrease) in accrued liabilities
27,399

 
(5,577
)
Decrease in other liabilities
(406
)
 
(6,031
)
Net cash (used in) provided by operating activities
(21,805
)
 
49,433

 
 
 
 
Cash flows from investing activities:
 
 
 
Additions to property and equipment
(29,307
)
 
(20,739
)
Net cash used in investing activities
(29,307
)
 
(20,739
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from borrowings under revolving credit facility
120,918

 
143,502

Repayments of borrowings under revolving credit facility
(144,466
)
 
(150,518
)
Tax payments related to share-based compensation
(1,781
)
 
(2,379
)
Proceeds from exercises of stock options
2

 
—

Net cash used in financing activities
(25,327
)
 
(9,395
)
 
 
 
 
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
1,263

 
684

Net (decrease) increase in cash, cash equivalents, and restricted cash
(75,176
)
 
19,983

 
 
 
 
Cash, cash equivalents, and restricted cash as of beginning of period
195,410

 
99,817

Cash, cash equivalents, and restricted cash as of end of period
$
120,234

 
$
119,800

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
1,860

 
$
7,553

Cash paid (refund) for income taxes
$
4,720

 
$
(7,138
)
The accompanying notes are an integral part of these consolidated financial statements.


7
Table of Contents

CARDTRONICS PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) General and Basis of Presentation
(a) General
Cardtronics plc, together with its wholly and majority-owned subsidiaries (collectively, the “Company”), provides convenient automated financial related services to consumers through its global network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of March 31, 2019 , Cardtronics was the world’s largest ATM owner/operator, providing services to approximately 229,000 ATMs globally,   33% of which are Company - owned.  
During the three months ended March 31, 2019, approximately 64% of the Company’s revenues were derived from operations in North America (including its ATM operations in the United States ("U.S."), Canada, and Mexico), approximately 28% of the Company’s revenues were derived from operations in Europe and Africa (including its ATM operations in the United Kingdom ("U.K."), Ireland, Germany, Spain, and South Africa), and approximately 8% of the Company’s revenues were derived from the Company’s operations in Australia and New Zealand. As of March 31, 2019, the Company provided processing only services or various forms of managed services solutions to approximately 139,000 ATMs. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on Cardtronics to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, fee per transaction, or fee per service provided.
Through its network, the Company delivers financial related services to cardholders and provides ATM management and ATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, and operators of facilities such as shopping malls, airports, and train stations. In doing so, the Company provides its retail partners with a compelling automated solution that helps attract and retain customers, and in turn, increases the likelihood that the ATMs placed at their facilities will be utilized. The Company also owns and operates electronic funds transfer (“EFT”) transaction processing platforms that provide transaction processing services to its network of ATMs, as well as to other ATMs under managed services arrangements. Additionally, the Company provides processing services for issuers of debit cards.
In addition to its retail merchant relationships, the Company also partners with leading financial institutions to brand selected ATMs within its network. These financial institutions include BBVA Compass Bancshares, Inc., Citibank, N.A. , Citizens Financial Group, Inc., Cullen/Frost Bankers, Inc., Discover Bank, PNC Bank, N.A., Santander Bank, N.A., and TD Bank, N.A. in the U.S.; BMO Bank of Montreal, the Bank of Nova Scotia, Canadian Imperial Bank Commerce, DirectCash Bank, and TD Bank in Canada; and the Bank of Queensland Limited and HSBC Holdings plc in Australia. In Mexico, the Company partners with Scotiabank and Banco Multiva. As of March 31, 2019 , approximately 20,000 of the Company’s ATMs were under contract with approximately 500 financial institutions to place their logos on the ATMs and to provide convenient surcharge-free access for their banking customers.  
The Company owns and operates the Allpoint network (“Allpoint”), the largest surcharge-free ATM network (based on the number of participating ATMs). Allpoint, which has approximately 55,000 participating ATMs, provides surcharge-free ATM access to approximately 1,200 participating credit unions, banks, and stored-value debit card issuers. For participants, Allpoint provides scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in the U.S. Allpoint earns either a fixed monthly fee per cardholder or a fixed fee per transaction that is paid by the participants. Allpoint includes a majority of the Company’s ATMs in the U.S. and certain ATMs in the U.K., Canada, Mexico, and Australia. Allpoint also provides services to organizations that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general purpose, payroll, and electronic benefits transfer cards. Under these programs, the issuing organizations pay Allpoint a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s participating ATM network. 
The Company’s revenues are generally recurring in nature, and historically have been derived largely from convenience transaction fees, which are paid by cardholders, as well as other transaction-based fees, including interchange fees, which are paid by the cardholder’s financial institution for the use of the ATMs serving their customers and connectivity to the applicable EFT network that transmits data between the ATM and the cardholder’s financial institution. Other revenue sources include: (i) fees from financial institutions that participate in Allpoint, (ii) fees for bank-branding ATMs and providing financial institution cardholders with surcharge-free access, (iii) revenues earned by providing managed services (including transaction processing services) solutions to retailers and financial institutions, (iv) fees earned from foreign currency exchange transactions at the ATM, known as dynamic currency conversion, and (v) revenues from the sale of ATMs and ATM-related equipment and other ancillary services.

8

(b) Basis of Presentation
This Quarterly Report on Form 10-Q (this “Form 10-Q”) has been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. As this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by accounting principles generally accepted in the U.S. (“U.S. GAAP” or “GAAP”), although the Company believes that the disclosures are adequate to make the information not misleading. You should read this Form 10-Q along with the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “ 2018 Form 10-K”), which includes a summary of the Company’s significant accounting policies and other disclosures.
In management’s opinion, all normal recurring adjustments necessary for a fair presentation of the Company’s interim and prior period results have been made. A change to the prior year cash flow was made to conform to the Company's current year cash flow disclosure within the (Decrease) increase restricted cash liabilities line. This change was made to consistently present the changes in settlement liabilities corresponding to the changes in the balance of restricted cash. The results of operations for the three months ended March 31, 2019 and 2018 are not necessarily indicative of results of operations that may be expected for any other interim period or for the full fiscal year.
The unaudited interim financial statements include the accounts of the Company. All material intercompany accounts and transactions have been eliminated in consolidation. The Company owns a majority ( 95.7% ) interest in, and realizes a majority of the earnings and/or losses of, Cardtronics Mexico, S.A. de C.V., thus this entity is reflected as a consolidated subsidiary in the financial statements, with the remaining ownership interests not held by the Company being reflected as noncontrolling interests.
The preparation of the unaudited interim financial statements to conform with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of this Form 10-Q and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and these differences could be material to the financial statements.
(c) Cost of ATM Operating Revenues Presentation  
The Company presents the Cost of ATM operating revenues in the accompanying Consolidated Statements of Operations exclusive of depreciation, accretion, and amortization of intangible assets related to ATMs and ATM-related assets.
The following table reflects the amounts excluded from the Cost of ATM operating revenues line in the accompanying Consolidated Statements of Operations for the periods presented:
 
Three Months Ended
March 31,
 
2019
 
2018
 
(In thousands)
Depreciation and accretion expenses related to ATMs and ATM-related assets
$
24,607

 
$
23,375

Amortization of intangible assets
12,412

 
13,771

Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues
$
37,019

 
$
37,146

(d) Restructuring Expenses
During 2017, the Company initiated a global corporate reorganization and cost reduction initiative (the “Restructuring Plan”), intended to improve its cost structure and operating efficiency. The Restructuring Plan included workforce reductions, facilities closures, contract terminations, and other cost reduction measures. During the three months ended March 31, 2018, the Company implemented additional workforce reductions in an effort to continue its cost reduction initiative and incurred charges of $2.4 million , largely consisting of employee severance.

9

The following table reflects the amounts recorded in the Restructuring expenses line in the accompanying Consolidated Statements of Operations for the periods presented:
 
Three Months Ended
March 31,
 
2019
 
2018
 
(In thousands)
North America
$
—

 
$
1,057

Europe & Africa
—

 
681

Corporate
—

 
675

Total restructuring expenses
$
—

 
$
2,413

    
As of March 31, 2019 , a minimal amount of employee severance and lease termination costs remain unpaid and are presented within the Accrued liabilities and Other long-term liabilities lines in the accompanying Consolidated Balance Sheets.
(e) Cash, Cash Equivalents, and Restricted Cash
For purposes of reporting financial condition, cash and cash equivalents include cash in bank and short-term deposit accounts. Additionally, the Company maintains cash on deposit with banks that is pledged for a particular use or restricted to support a liability. These balances are classified as Restricted cash in the Current assets or Noncurrent assets line in the accompanying Consolidated Balance Sheets based on when the Company expects this cash to be paid. Current restricted cash largely consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers. Restricted cash in current and noncurrent assets are offset by corresponding liability balances in the Accrued liabilities line in the accompanying Consolidated Balance Sheets. The changes in the settlement liabilities corresponding to the changes in the balance of restricted cash during the three month periods ended March 31, 2019 and 2018 are presented in our Statements of Cash Flows within the (Decrease) increase in restricted cash liabilities line.
The following table provides a reconciliation of the ending cash, cash equivalents, and restricted cash balances as of March 31, 2019 and 2018 , corresponding with the balances reflected on its Consolidated Statements of Cash Flows.
 
March 31,
 
2019
 
2018
 
(in thousands)
Cash and cash equivalents
$
35,444

 
$
46,673

Current and long-term restricted cash
84,790

 
73,127

Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows
$
120,234

 
$
119,800


The March 31, 2018 balance includes approximately $0.1 million classified in Other noncurrent assets.
(f) Inventory, net
The Company’s inventory is determined using the average cost method. The Company periodically assesses its inventory, and as necessary, adjusts the carrying values to the lower of cost or net realizable value.
The following table reflects the Company’s primary inventory components:
 
March 31, 2019
 
December 31, 2018
 
(In thousands)
ATMs
$
2,746

 
$
1,990

ATM spare parts and supplies
10,212

 
9,572

Total inventory
12,958

 
11,562

Less: Inventory reserves
(185
)
 
(170
)
Inventory, net
$
12,773

 
$
11,392


10




(2) New Accounting Pronouncements

Adoption of New Accounting Pronouncements

Lease Accounting. The Company adopted Accounting Standards Codification Topic 842, Leases (the “Lease Standard”) as of January 1, 2019, using the modified retrospective approach and using the effective date as the date of initial application. Consequently, financial information for dates and periods before January 1, 2019 have not been updated or recasted. In addition, the Company elected the practical expedients permitted under the transition guidance within the Lease Standard, which allowed the Company to carry forward prior conclusions about lease identification, lease classification, and initial direct costs. In accordance with the Company's accounting policy, the Company elected not to exclude short-term leases for any of its vehicle and equipment leases, as the lease terms associated with our operating leases are routinely longer than 12 months. In addition, the Company elected not to separate lease and non-lease components for its ATM placement agreements that contain fixed payments and are deemed to contain an operating lease under the Lease Standard.

The Company’s adoption of ASC 842 resulted in the recognition of operating lease assets and liabilities of approximately $85 million and $95 million , respectively, as well as the the derecognition of certain prepaid and deferred lease balances upon adoption. Upon adoption, this guidance had no impact on the Company's consolidated income from operations, net income, or cash flows.

Hedge Accounting. The Company adopted ASU No. 2017-12, Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12” or the “Hedging Standard”) as of January 1, 2019, using the modified retrospective transition approach, which requires the Company to account for ASU 2017-12 as of the date of adoption with any retrospective adjustments applicable to prior periods included as a cumulative-effect adjustment to accumulated other comprehensive loss and retained earnings. ASU 2017-12 amends and simplifies existing guidance in order to allow companies to more accurately present the economic effects of risk management activities in the financial statements. Upon adoption, this guidance had no impact on the Company's consolidated income from operations, net income, or cash flows.

Upon adoption, the Lease Standard and the Hedging Standard had the following impact on the Company’s consolidated statement of financial position:


11

Effect of Accounting Standards Adoption on Consolidated Statement of Financial Position
 
December 31, 2018 As Reported
 
ASC Topic 842 (Leases)
 
ASU 2017-12 (Hedging)
 
December 31, 2018 As Adjusted
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
39,940

 
$
—

 
$
—

 
$
39,940

Accounts and notes receivable, net
75,643

 
—

 
—

 
75,643

Inventory, net
11,392

 
—

 
—

 
11,392

Restricted cash
155,470

 
—

 
—

 
155,470

Prepaid expenses, deferred costs, and other current assets
84,386

 
3,483

 
—

 
87,869

Total current assets
366,831

 
3,483

 
—

 
370,314

Property and equipment, net of accumulated depreciation
460,187

 
—

 
—

 
460,187

Intangible assets, net
150,847

 
—

 
—

 
150,847

Goodwill
749,144

 
—

 
—

 
749,144

Operating lease assets
—

 
85,068

 
—

 
85,068

Deferred tax asset, net
8,658

 
—

 
—

 
8,658

Prepaid expenses, deferred costs, and other noncurrent assets
51,677

 
—

 
—

 
51,677

Total assets
$
1,787,344

 
$
88,551

 
$
—

 
$
1,875,895

 
 
 
 
 
 
 

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
Current portion of other long-term liabilities
$
20,266

 
$
20,602

 
$
—

 
$
40,868

Accounts payable
39,310

 
—

 
—

 
39,310

Accrued liabilities
369,160

 
(447
)
 
—

 
368,713

Total current liabilities
428,736

 
20,155

 
—

 
448,891

 
 
 
 
 
 
 
 
Long-term debt
818,485

 
—

 
—

 
818,485

Asset retirement obligations
54,413

 
—

 
—

 
54,413

Noncurrent operating lease liabilities
—

 
74,746

 
—

 
74,746

Deferred tax liability, net
41,198

 
—

 
—

 
41,198

Other long-term liabilities
67,740

 
(6,350
)
 
—

 
61,390

Total liabilities
1,410,572

 
88,551

 
—

 
1,499,123

 
 
 
 
 
 
 
 
Shareholders' equity:
 
 
 
 
 
 
 
Ordinary shares
461

 
—

 
—

 
461

Additional paid-in capital
327,009

 
—

 
—

 
327,009

Accumulated other comprehensive loss, net
(66,877
)
 
—

 
366

 
(66,511
)
Retained earnings
116,276

 
—

 
(366
)
 
115,910

Total parent shareholders' equity
376,869

 
—

 
—

 
376,869

Noncontrolling interests
(97
)
 
—

 
—

 
(97
)
Total shareholders’ equity
376,772

 
—

 
—

 
376,772

Total liabilities and shareholders’ equity
$
1,787,344

 
$
88,551

 
$
—

 
$
1,875,895





12

Accounting Pronouncements Issued But Not Yet Adopted

In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This guidance eliminates Step 2 from the goodwill impairment test and the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment, and if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This guidance is effective for fiscal years beginning after December 15, 2019, and interim periods within those years, and early adoption is permitted. Cardtronics expects to adopt this guidance effective January 1, 2020. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This guidance is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company plans to adopt this guidance effective January 1, 2020. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract. This guidance aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). This guidance is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted. The Company plans to adopt this guidance when effective in 2020. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
(3) Revenue Recognition
Disaggregated Revenues
The following tables detail the revenues of the Company’s reportable segments disaggregated by financial statement line and component:
 
Three Months Ended March 31, 2019
 
(In thousands)
 
North America
 
Europe & Africa
 
Australia & New Zealand
 
Eliminations
 
Consolidated
Surcharge revenues
$
85,110

 
$
31,045

 
$
20,668

 
$


 
$
136,823

Interchange revenues
34,379

 
55,308

 
1,303

 
—

 
90,990

Bank-branding and surcharge-free network revenues
45,873

 
—

 
—

 
—

 
45,873

Managed services revenues
12,396

 
—

 
2,711

 
—

 
15,107

Other revenues
13,288

 
2,325

 
1,109

 
(2,913
)
 
13,809

Total ATM operating revenues
$
191,046

 
$
88,678

 
$
25,791

 
$
(2,913
)
 
$
302,602

 
 
 
 
 
 
 
 
 
 
ATM product sales
$
11,819

 
$
431

 
$
15

 
$
—

 
$
12,265

Other revenues
1,383

 
1,816

 
204

 
—

 
3,403

ATM product sales and other revenues
13,202

 
2,247

 
219

 
—

 
15,668

Total revenues
$
204,248

 
$
90,925

 
$
26,010

 
$
(2,913
)
 
$
318,270



13

 
Three Months Ended March 31, 2018
 
(In thousands)
 
North America
 
Europe & Africa
 
Australia & New Zealand
 
Eliminations
 
Consolidated
Surcharge revenues
$
89,115

 
$
26,169

 
$
24,070

 
$
—

 
$
139,354

Interchange revenues
35,819

 
67,458

 
1,126

 
—

 
104,403

Bank-branding and surcharge-free network revenues
44,447

 
—

 
—

 
—

 
44,447

Managed services revenues
12,553

 
—

 
4,179

 
—

 
16,732

Other revenues
13,813

 
2,555

 
1,263

 
(2,836
)
 
14,795

Total ATM operating revenues
$
195,747

 
$
96,182

 
$
30,638

 
$
(2,836
)
 
$
319,731

 
 
 
 
 
 
 
 
 
 
ATM product sales
$
12,786

 
$
6

 
$
16

 
$
—

 
$
12,808

Other revenues
1,346

 
2,257

 
42

 
—

 
3,645

ATM product sales and other revenues
14,132

 
2,263

 
58

 
—

 
16,453

Total revenues
$
209,879

 
$
98,445

 
$
30,696

 
$
(2,836
)
 
$
336,184


Revenue is recognized when obligations under the terms of a contract with a customer are satisfied. Revenue is recorded in ATM operating revenues and ATM product sales and other revenues line items in the accompanying Consolidated Statements of Operations.
ATM operating revenues are recognized daily as the associated transactions are processed or monthly on a per ATM or per cardholder basis. For customer contracts that provide for up-front fees that do not pertain to a distinct performance obligation, such fees are recognized over the term of the underlying agreement on a straight-line basis. ATM product sales and other revenues are recognized when the related performance obligations are fulfilled upon transfer of control of goods or services to the customer.
ATM operating revenues. The Company presents revenues from automated consumer financial services, bank-branding and surcharge-free network offerings, managed services and other services in the ATM operating revenues line in the accompanying Consolidated Statements of Operations. The Company’s ATM operating revenues consist of the following:
•
Surcharge revenue . Surcharge revenues are received in the form of a fee paid by a cardholder who has made a cash withdrawal from an ATM. Surcharge fees can vary widely based on the location of the ATM and the nature of the contracts negotiated with our merchants. In the U.S. and Canada, the Company does not receive surcharge fees from cardholders whose financial institutions participate in a surcharge-free network or have branded a location; instead, the Company receives interchange and bank-branding or surcharge-free network-branding revenues, which are discussed below. For certain ATMs, primarily those owned and operated by merchants, the Company does not receive any portion of the surcharge but rather the entire surcharge fee is earned by the merchant. In the U.K., ATM deployers operate their ATMs on either a free-to-use (surcharge-free) or a pay-to-use (surcharging) basis. On free-to-use ATMs in the U.K., the Company earns interchange revenue on withdrawal and certain other transactions. These fees are paid by the cardholder’s financial institution. On pay-to-use ATMs in the U.K., the Company only earns a surcharge fee paid by the cardholder on withdrawal transactions, and interchange is only paid by the cardholder’s financial institution on other non-withdrawal transaction types. In Germany, Australia, and Mexico, the Company collects surcharge fees on withdrawal transactions but generally does not receive interchange revenue. In South Africa, the Company generally earns interchange revenues only, the amount of which varies by transaction type and customer arrangement. Surcharge revenues, as described above, are recognized daily as the associated transactions are processed.
•
Interchange revenue. An interchange fee is a fee paid by the cardholder’s financial institution for its customer’s use of an ATM that is owned by another operator and for the fee the EFT network charges to transmit data between the ATM and the cardholder’s financial institution. The Company typically receives a majority of the interchange fee paid by the cardholder’s financial institution, net of the amount retained by the EFT network and the Company recognizes the net amount received from the network as revenue. In some markets in which the Company operates, interchange fees are earned not only on cash withdrawal transactions but also on other ATM transactions, including balance inquiries and balance transfers. Interchange revenues are subject to various arrangements and are recognized daily as the associated transactions are processed.

14

•
Bank-branding and surcharge-free network revenues. Under a bank-branding arrangement, ATMs that are Company-owned and operated are branded with the logo of the branding financial institution. In exchange for a monthly per ATM fee, the financial institution’s customers gain access to use these bank-branded ATMs without paying a surcharge. Under the Company’s Allpoint surcharge-free network arrangements financial institutions that participate pay either a fixed monthly fee per cardholder or a fixed fee per transaction so that cardholders gain surcharge-free access to our large network of ATMs. Bank-branding and surcharge-free network revenues are generally recognized monthly on a per ATM or per cardholder basis, except for transaction-based fee arrangements which are recognized daily as they occur. Any up-front fees associated with these arrangements are recognized ratably over the life of the arrangement.
•
Managed services revenue . Under a managed service arrangement, the Company offers ATM-related services depending on the needs of our customers, including monitoring, maintenance, cash management, cash delivery, customer service, transaction processing, and other services. Under a managed services arrangement, all of the surcharge and interchange fees are generally earned by the customer, whereas the Company typically receives a fixed management fee per ATM and/or a fixed fee per transaction in return for providing the agreed-upon operating services. The managed services fees are recognized as the related services are provided to the customers, who include both retailers and financial institutions.
•
Other revenue. Other revenues include ATM operating revenues from transaction processing for third-party ATM operators. The Company also earns ATM operating revenues related to advertising and other services. The Company typically recognizes these revenues as the related services are provided.
•
Other disclosures. The Company’s bank-branding, surcharge-free network, and managed services arrangements result in the Company providing a series of distinct services that have the same pattern of transfer to the customer. As a result, these arrangements create singular performance obligations that are satisfied over-time (generally 3 - 5 years ) for which the Company has a right to consideration that corresponds directly with the value of the entity’s performance completed to date. In conjunction with these arrangements, the Company recognizes revenue in the amount it has a right to receive. Variable consideration may exist in these arrangements and is recognized only to the extent a significant reversal is not probable.
ATM product sales and services. The Company presents revenues from other product sales and services in the ATM product sales and services line in the accompanying Consolidated Statements of Operations. The Company earns revenues from the sale of ATMs and ATM-related equipment as well as the delivery of other non-transaction-based services. Revenues related to these activities are recognized when the equipment is delivered to the customer and the Company has completed all required installation and set-up procedures. With respect to the sale of ATMs to Value-Added-Resellers (“VARs”), the Company recognizes revenues related to such sales when the equipment is delivered to the VAR.
Due to the transactional nature of the Company’s revenue, there are no significant judgments that affect the determination of the amount and timing of its revenues.
Contract Balances
As of March 31, 2019 , the Company has recognized no significant contract assets. Accounts receivables that relate to completed performance obligations are recognized on the Company's consolidated balance sheets. Contract liabilities totaled $8.0 million and $8.4 million at March 31, 2019 and December 31, 2018 , respectively. These amounts represent deferred revenues for advance consideration received largely in relation to bank-branding and surcharge-free network arrangements. The revenue recognized during the three months ended March 31, 2019 and 2018 on previously deferred revenues was not material.  The Company expects to recognize the revenue associated with its contract liabilities ratably over various periods extending over the next 36 months . During March 31, 2019, the Company did not recognize any significant impairment losses related to its accounts receivable or contract assets.
Contract Cost
The Company expects that the incremental commissions paid to sales personnel, together with other associated costs, are recoverable, and therefore, the Company capitalizes these amounts as deferred contract acquisition costs. Deferred contract acquisition costs totaled $8.1 million and $7.9 million at March 31, 2019 and December 31, 2018, respectively. Sales commissions capitalized are generally amortized over a 4  -   5 years period corresponding with the related agreements. Similarly, and consistent with past practice, the costs incurred to fulfill a contract, largely consisting of prepaid merchant commissions and other consideration paid or provided to merchant partners, are capitalized and recognized over the duration of the related contract. The Company does not capitalize the costs of obtaining a contract if the associated contract is one year or less.


15

(4) Share-based Compensation  
The Company accounts for its share-based compensation by recognizing the grant date fair value of share-based awards, net of estimated forfeitures, as share-based compensation expense over the underlying requisite service periods of the related awards. The grant date fair value is based upon the Company's share price on the date of the grant.
The following table reflects the total share-based compensation expense amounts reported in the accompanying Consolidated Statements of Operations:
 
Three Months Ended
March 31,
 
2019
 
2018
 
(In thousands)
Cost of ATM operating revenues
$
261

 
$
83

Selling, general, and administrative expenses
4,223

 
2,362

Total share-based compensation expense
$
4,484

 
$
2,445

For the three months ended March 31, 2019 , total share-based compensation expense increased by $2.0 million compared to the same period of 2018 . This increase is attributable to the amount and timing of share-based payment awards, net of forfeitures.
Restricted Stock Units. The Company grants restricted stock units (“RSUs”) under its Long-Term Incentive Plan (“LTIP”), which is an annual equity award program under the Fourth Amended and Restated 2007 Stock Incentive Plan. The ultimate number of RSUs, that are determined to be earned under the LTIP are approved by the Compensation Committee of the Company’s Board of Directors, based on the Company’s achievement of previously specified performance levels at the end of the associated performance period. RSU grants are service-based (“Time-RSUs”), performance-based (“Performance-RSUs”), or market-based (“Market-Based-RSUs”). Each is recognized ratably over the associated service period. For Time-RSUs and Market-Based-RSUs, the Company recognizes the related compensation expense based on the grant date fair value. The grant date fair value of the Time-Based RSUs is the Company's closing stock price on the date of grant while the grant date fair value of the Market-Based-RSUs is derived from a Monte Carlo simulation. For Performance-RSUs, the Company recognizes the related compensation expense based on the estimated performance levels that management believes will ultimately be met. Time-RSUs are convertible into the Company’s common shares upon passage of the annual graded vesting periods, which begin 1 - 2 years after the grant date and extend 3 - 4 years . Performance-RSUs and Market-Based RSUs will be earned to the extent the Company achieves the associated performance-based or market-based vesting conditions and these awards are convertible into the Company’s common shares after the passage of the vesting periods which extend 3 - 4 years from the grant date. Although these RSUs are not considered to be earned and outstanding until the vesting conditions are met, the Company recognizes the related compensation expense over the requisite service period (or to an employee’s qualified retirement date, if earlier) using a graded vesting methodology. RSUs may also be granted outside of LTIPs, with or without performance-based vesting requirements.
The number of the Company’s earned non-vested RSUs as of March 31, 2019 , and changes during the three months ended March 31, 2019 , are presented below:
 
Number of Shares
 
Weighted Average Grant Date Fair Value
Non-vested RSUs as of December 31, 2018
911,165

 
$
28.74

Granted
112,364

 
31.81

Vested
(241,779
)
 
34.06

Forfeited
(2,957
)
 
30.91

Non-vested RSUs as of March 31, 2019
778,793

 
$
27.52

The above table only includes earned RSUs; therefore, the Performance-RSUs and Market-Based RSUs granted in 2018 and 2019 that are not yet earned are not included. The number of Performance-RSUs granted at target in 2018, net of estimated forfeitures, was 302,906 units with a grant date fair value of $ 22.84 per unit. The number of Performance-RSUs granted at target in 2019, net of estimated forfeitures, was 62,611 units with a grant date fair value of $ 31.99 per unit. The number of Market-Based RSUs granted in 2018 , net of estimated forfeitures, was 134,989 units with a grant date fair value $ 24.13 . The number of Market-Based RSUs granted in 2019, net of estimated forfeitures, was 62,605 units with a grant date fair value of $ 45.82 per unit. Time-RSUs are included as granted.

16

As of March 31, 2019, the unrecognized compensation expense associated with earned RSUs was $ 14.0 million, which will be recognized using a graded vesting schedule for Performance-RSUs and a straight-line vesting schedule for Time-RSUs, over a remaining weighted average vesting period of approximately 1.9 weighted average remaining life years.  
Options . The number of the Company’s outstanding stock options as of March 31, 2019 , and changes during the three months ended March 31, 2019 , are presented below:
 
Number of Shares
 
Weighted Average Exercise Price
Options outstanding as of December 31, 2018
234,959

 
$
22.31

Granted
145,221

 
31.99

Exercised
—

 
—

Options outstanding as of March 31, 2019
380,180

 
$
26.01

 
 
 
 
Options vested and exercisable as of March 31, 2019
78,326

 
$
22.31

As of March 31, 2019 , the unrecognized compensation expense associated with outstanding options was approximately $ 3.1 million, which will be recognized over the remaining weighted average vesting period of approximately 2.5 years.
(5) Earnings (Loss) Per Share
The Company reports its earnings per share under the two-class method. Under this method, potentially dilutive securities are excluded from the calculation of diluted earnings per share (as well as their related impact on the net income available to common shareholders) when their impact on net income available to common shareholders is anti-dilutive.
Potentially dilutive securities for the three months ended March 31, 2019 included all outstanding stock options and RSUs, which were included in the calculation of diluted earnings per share for these periods. The potentially dilutive effect of outstanding warrants and the underlying shares exercisable under the Company’s $287.5 million of 1.00% Convertible Senior Notes due 2021 (the “Convertible Notes”) were excluded from diluted shares outstanding as the exercise price exceeded the average market price of the Company’s common shares. The effect of the note hedge, described in Note 9. Long-Term Debt, was also excluded as the effect is anti-dilutive. As of March 31, 2019 and 2018, all RSAs with a non-forfeitable right to cash dividends were fully vested as the Company ceased granting RSAs in 2013. Therefore, there are no outstanding participating securities.
The allocated details of our Earnings (loss) per Share are as follows:
Earnings (loss) per Share (in thousands, excluding share and per share amounts)
 
Three Months Ended
March 31, 2019
 
Income
 
Weighted Average Shares Outstanding
 
Income per Share
Basic:
 
 
 
 
 
Net income available to common shareholders
$
4,319

 
46,223,764

 
$
0.09

 
 
 
 
 
 
Diluted:
 
 
 
 
 
Effect of dilutive securities:
 
 
 
 
 
Stock options added to the denominator under the treasury stock method
 
 
16,390

 
 
RSUs added to the denominator under the treasury stock method
 
 
394,879

 
 
Net income available to common shareholders and assumed conversions
$
4,319

 
46,635,033

 
$
0.09


For the three months ended March 31, 2019, there were 145,222 stock options excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive.



17

 
Three Months Ended
March 31, 2018
 
Loss
 
Weighted Average Shares Outstanding
 
Loss per Share
Basic and Diluted:
 
 
 
 
 
Net loss available to common shareholders
$
(2,768
)
 
45,833,070

 
$
(0.06
)

(6) Accumulated Other Comprehensive Loss, net
Accumulated other comprehensive loss, net, is a separate component of the Shareholders’ equity in the accompanying Consolidated Balance Sheets. The following table presents the changes in the balances of each component of Accumulated other comprehensive loss, net, for the three months ended March 31, 2019 :
 
Foreign Currency Translation Adjustments
 
    
 
Unrealized Losses on Interest Rate Swap and Foreign Currency Forward Contracts
 
    
 
Total
 
(In thousands)
Total accumulated other comprehensive loss,
net as of December 31, 2018
$
(66,312
)
 
(1)  
 
$
(565
)
 
(2)  
 
$
(66,877
)
Other comprehensive income (loss) before reclassification
5,102

 
(3)  
 
(12,421
)
 
(4)  
 
(7,319
)
Amounts reclassified from accumulated other comprehensive loss, net
—

 
 
 
(282
)
 
(4)  
 
(282
)
Net current period other comprehensive income (loss)
5,102

 
 
 
(12,703
)
 
 
 
(7,601
)
Total accumulated other comprehensive loss,
net as of March 31, 2019
$
(61,210
)
 
(1)  
 
$
(13,268
)
 
(2)  
 
$
(74,478
)
(1) Net of deferred income tax (benefit) of $(5,312) and $(5,232) as of March 31, 2019 and December 31, 2018, respectively.
(2) Net of deferred income tax expense of $15,917 and $19,112 as of March 31, 2019 and December 31, 2018, respectively.
(3) Net of deferred income tax (benefit) of $(80)
(4) Net of deferred income tax (benefit) of $(3,111) and $(85) for Other comprehensive income before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, as of March 31, 2019. For additional information, see Note 13. Derivative Financial Instruments.
The Company records unrealized gains and losses related to its interest rate swap and foreign currency forward contracts net of taxes, in the Accumulated other comprehensive loss, net line within the accompanying Consolidated Balance Sheets. The amounts reclassified from Accumulated other comprehensive loss, net are recognized in the Cost of ATM operating revenues, Interest expense, net, or Other (income) expense lines in the accompanying Consolidated Statements of Operations.
The Company has elected the portfolio approach for the deferred tax asset of the unrealized gains and losses related to the interest rate swap and foreign currency forward contracts in Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets. Under the portfolio approach, the disproportionate tax effect created when the valuation allowance was appropriately released as a tax benefit into continuing operations in 2010, will reverse out of the Accumulated other comprehensive loss, net line within the accompanying Consolidated Balance Sheets and into continuing operations as a tax expense when the Company ceases to hold any interest rate swap contracts. As of March 31, 2019 , the disproportionate tax effect is $14.6 million .
The Company currently believes that the unremitted earnings of certain of its subsidiaries will be reinvested for an indefinite period of time. Accordingly, no deferred taxes have been provided for the differences between the Company’s book basis and underlying tax basis in these subsidiaries or on the foreign currency translation adjustment amounts.

18

(7) Intangible Assets  
Goodwill
The following table presents the net carrying amounts of the Company’s intangible assets with indefinite lives as of December 31, 2018 and March 31, 2019 , as well as the changes in the net carrying amounts for the three months ended March 31, 2019 by segment. For additional information related to the Company’s segments, see Note 17. Segment Information .
 
North America
 
Europe & Africa
 
Australia & New
Zealand
 
Total
 
(In thousands)  
Goodwill, gross as of December 31, 2018
$
556,570

 
$
231,121

 
$
151,494

 
$
939,185

Accumulated impairment loss
—

 
(50,003
)
 
(140,038
)
 
(190,041
)
Goodwill, net as of December 31, 2018
$
556,570

 
$
181,118

 
$
11,456

 
$
749,144

 
 
 
 
 
 
 
 
Foreign currency translation adjustments
2,227

 
2,640

 
73

 
4,940

 
 
 
 
 
 
 
 
Goodwill, gross as of March 31, 2019
$
558,797

 
$
233,761

 
$
151,567

 
$
944,125

Accumulated impairment loss
—

 
(50,003
)
 
(140,038
)
 
(190,041
)
Goodwill, net as of March 31, 2019
$
558,797

 
$
183,758

 
$
11,529

 
$
754,084

Intangible Assets with Definite Lives  
The following table presents the Company’s intangible assets that were subject to amortization:
 
March 31, 2019
 
December 31, 2018
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
(In thousands)
Merchant and bank-branding contracts/relationships
$
479,630

 
$
(353,438
)
 
$
126,192

 
$
476,429

 
$
(340,899
)
 
$
135,530

Trade names
18,257

 
(11,202
)
 
7,055

 
18,010

 
(9,804
)
 
8,206

Technology
10,975

 
(6,751
)
 
4,224

 
10,963

 
(6,490
)
 
4,473

Non-compete agreements
4,261

 
(4,261
)
 
—

 
4,247

 
(4,244
)
 
3

Revolving credit facility deferred financing costs
4,300

 
(1,680
)
 
2,620

 
4,170

 
(1,535
)
 
2,635

Total intangible assets with definite lives
$
517,423

 
$
(377,332
)
 
$
140,091

 
$
513,819

 
$
(362,972
)
 
$
150,847


19

(8) Accrued Liabilities  
The Company’s accrued liabilities consisted of the following:
 
March 31, 2019
 
December 31, 2018
 
(In thousands)
Accrued merchant settlement
$
150,222

 
$
198,512

Accrued merchant fees
36,943

 
33,551

Accrued taxes
33,432

 
32,899

Accrued compensation
11,149

 
26,147

Accrued interest
8,479

 
3,343

Accrued cash management fees
8,227

 
8,882

Accrued purchases
8,203

 
6,654

Accrued armored
6,962

 
7,984

Accrued maintenance
5,835

 
3,911

Accrued processing costs
5,559

 
7,365

Accrued telecommunications costs
1,786

 
2,187

Accrued interest on interest rate swaps
143

 
114

Other accrued expenses
45,357

 
37,611

Total accrued liabilities
$
322,297

 
$
369,160

(9) Long-Term Debt  
The Company’s carrying value of long-term debt consisted of the following:
 
March 31, 2019
 
December 31, 2018
 
 
 
 
 
(In thousands)
Revolving credit facility, including swingline credit facility (weighted average combined interest rate of 2.5% and 2.8% as of March 31, 2019 and December 31, 2018, respectively)
$
240,167

 
$
259,081

1.00% Convertible Senior Notes due 2020, net of unamortized discount and capitalized debt issuance costs
266,492

 
263,507

5.50% Senior Notes due 2025, net of capitalized debt issuance costs
296,060

 
295,897

Total long-term debt
$
802,719

 
$
818,485

The Convertible Notes with a face value of $287.5 million are presented net of unamortized discount and capitalized debt issuance costs of $21.0 million and $24.0 million as of March 31, 2019 and December 31, 2018 , respectively. The 5.50% Senior Notes due 2025 (the “2025 Notes”) with a face value of $300.0 million are presented net of capitalized debt issuance costs of $3.9 million and $4.1 million as of March 31, 2019 and December 31, 2018 , respectively.
Revolving Credit Facility  
On November 19, 2018, the Company entered into a second amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement provides the Company with a $600.0 million revolving credit facility maturing on November 19, 2023, which includes an accordion feature that allows the Company to increase the available borrowings under the credit facility to $700.0 million by obtaining increased commitments from one or more existing lenders or one or more additional lenders that become party to the Credit Agreement and who consent at such time to providing additional commitments. In addition, the credit facility includes a sub-limit of up to $150.0 million for letters of credit and a sub-limit of up to $50.0 million for swingline loans.
The total commitments under the credit facility can be borrowed in U.S. dollars, alternative currencies (including Euros, U.K. pounds sterling, Canadian dollars, Australian dollars and South African rand), or a combination thereof. Borrowings (not including swingline loans) accrue interest, at the Company’s option and based on the type of currency borrowed, at the Alternate Base Rate, the Canadian Prime Rate, the Adjusted LIBO Rate, the Canadian Dealer Offered Rate, the Bank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate (each, as defined in the Credit Agreement) plus a margin depending on the Company’s most

20

recent Total Net Leverage Ratio (as defined in the Credit Agreement). The margin for Alternative Base Rate loans and Canadian Prime Rate loans varies between 0% and 0.75% , and the margin for Adjusted LIBO Rate loans, Canadian Dealer Offered Rate loans, Bank Bill Swap Reference Rate loans and Johannesburg Interbank Agreed Rate Loans varies between 1.00% and 1.75% . Swingline loans denominated in U.S. dollars bear interest at the Alternate Base Rate plus a margin as described above, swingline loans denominated in Canadian dollars bear interest at the Canadian Prime Rate plus a margin as described above and swingline loans denominated in other alternative currencies bear interest at the Overnight Foreign Currency Rate (as defined in the Credit Agreement) plus the applicable margin for the Adjusted LIBO Rate, the Bank Bill Swap Reference Rate or the Johannesburg Interbank Agreed Rate, as applicable.
Each of the Credit Facility Guarantors (as defined in the Credit Agreement) has guaranteed the full and punctual payment of the obligations under the revolving credit facility and the obligations under the revolving credit facility are secured by substantially all of the assets of the Credit Facility Guarantors. In addition, the obligations of the CFC Borrowers (as defined in the Credit Agreement) are guaranteed by the CFC Guarantors and secured by substantially all of the assets of the CFC Guarantors (as defined in the Credit Agreement).
The Credit Agreement contains representations, warranties and covenants that are customary for similar credit arrangements, including, among other things, covenants relating to: (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with applicable laws, (iv) notification of certain events, and (v) certain covenants relating to, among other things, the sale or transfer of assets, fundamental changes, incurrence or guarantee of indebtedness, liens, investments, hedging transactions with affiliates and sale and leaseback transactions. Financial covenants in the Credit Agreement require the Company to maintain: (i) as of the last day of any fiscal quarter, a Total Net Leverage Ratio (as defined in the Credit Agreement) of no more than 4.25 to 1.00, and (ii) as of the last day of any fiscal quarter, an Interest Coverage Ratio (as defined in the Credit Agreement) of no less than 3.00 to 1.00. Additionally, the Company is limited on the amount of restricted payments; however, the Company may generally make restricted payments so long as no event of default exists at the time of such payment and the Total Net Leverage Ratio is less than 3.75 to 1.00 at the time such restricted payment is made.
As of March 31, 2019, the Company had $240.2 million of outstanding borrowings under its $600.0 million revolving credit facility and was in compliance with all applicable covenants and ratios under the Credit Agreement. The Company also had $10.8 million outstanding in letters of credit. The weighted average interest rates on the Company’s outstanding borrowings under the revolving credit facility were 2.5% and 2.8% , as of March 31, 2019 and December 31, 2018, respectively.
$287.5 million 1.00% Convertible Senior Notes Due 2020 and Related Equity Instruments
On November 19, 2013, Cardtronics, Inc. issued the Convertible Notes at par value. Cardtronics, Inc. received $254.2 million in net proceeds from the offering after deducting underwriting fees paid to the initial purchasers and a repurchase of 665,994 of its outstanding common shares concurrent with the offering. Cardtronics, Inc. used a portion of the net proceeds from the offering to fund the net cost of the convertible note hedge transaction, as described below. The convertible note hedge and warrant transactions were entered into concurrent with the pricing of the Convertible Notes. Interest on the Convertible Notes is payable semi-annually in cash in arrears on June 1st and December 1st of each year. Under U.S. GAAP, certain convertible debt instruments that may be settled in cash (or other assets) upon conversion are required to be separately accounted for as liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. The Company, with assistance from a valuation professional, determined that the fair value of the debt component was $215.8 million and the fair value of the embedded option was $71.7 million as of the issuance date. The Company recognizes effective interest expense on the debt component and that interest expense effectively accretes the debt component to the total principal amount due at maturity of $287.5 million . The effective rate of interest to accrete the debt balance is approximately 5.26% , which corresponded to the Company’s estimated conventional debt instrument borrowing rate at the date of issuance.
On July 1, 2016, Cardtronics plc, Cardtronics, Inc., and Wells Fargo Bank, National Association, as trustee, entered into a supplemental indenture (the “Convertible Notes Supplemental Indenture”) with respect to the Convertible Notes. The Convertible Notes Supplemental Indenture provides for the unconditional and irrevocable guarantee by Cardtronics plc of the prompt payment, when due, of any amount owed to the holders of the Convertible Notes. The Convertible Notes Supplemental Indenture also provides that, from and after July 1, 2016, the Convertible Notes will be convertible into shares of Cardtronics plc in lieu of common share of Cardtronics, Inc.
The Convertible Notes have a conversion price of $52.35 per share, which equals a conversion rate of 19.1022 shares per $1,000 principal amount of Convertible Notes, for a total of approximately 5.5 million shares underlying the debt. The conversion rate, however, is subject to adjustment under certain circumstances. Conversion can occur: (i) any time on or after September 1, 2020, (ii) after March 31, 2014, during any calendar quarter that follows a calendar quarter in which the price of the shares exceeds 135% of the conversion price for at least 20 days during the 30  consecutive trading-day period ending on the last trading day of

21

the quarter, (iii) during the ten consecutive trading-day period following any five consecutive trading-day period in which the trading price of the Convertible Notes is less than 98% of the closing price of the shares multiplied by the applicable conversion rate on each such trading day, (iv) upon specified distributions to Cardtronics plc’s shareholders upon recapitalizations, reclassifications, or changes in shares, and (v) upon a make-whole fundamental change. A fundamental change is defined as any one of the following: (i) any person or group that acquires 50% or more of the total voting power of all classes of common equity that is entitled to vote generally in the election of Cardtronics plc’s directors, (ii) Cardtronics plc engages in any recapitalization, reclassification, or changes of common shares as a result of which the shares would be converted into or exchanged for, shares, other securities, other assets, or property, (iii) Cardtronics plc engages in any share exchange, consolidation, or merger where the shares converted into cash, securities, or other property, (iv) the Company engages in certain sales, leases, or other transfers of all or substantially all of the consolidated assets, or (v) Cardtronics plc’s shares are not listed for trading on any U.S. national securities exchange.
None of the Convertible Notes were deemed convertible as of March 31, 2019 , and therefore, remain classified in the Long-term debt line in the accompanying Consolidated Balance Sheets at March 31, 2019 . In future financial reporting periods, the classification of the Convertible Notes may change depending on whether any of the above contingent criteria have been subsequently satisfied.
Upon conversion, holders of the Convertible Notes are entitled to receive cash, shares, or a combination of cash and shares, at the Company’s election. In the event of a change in control, as defined in the indenture under which the Convertible Notes have been issued, holders can require Cardtronics, Inc. to purchase all or a portion of their Convertible Notes for 100% of the notes’ par value plus any accrued and unpaid interest.
The Company’s interest expense related to the Convertible Notes consisted of the following:
 
Three Months Ended
March 31,
 
2019
 
2018
 
(In thousands)
Cash interest per contractual coupon rate
$
719

 
$
719

Amortization of note discount
2,780

 
2,638

Amortization of debt issuance costs
206

 
186

Total interest expense related to Convertible Notes
$
3,705

 
$
3,543

The Company’s carrying value of the Convertible Notes consisted of the following:
 
March 31, 2019
 
December 31, 2018
 
(In thousands)
Principal balance
$
287,500

 
$
287,500

Unamortized discount and capitalized debt issuance costs
(21,008
)
 
(23,993
)
Net carrying amount of Convertible Notes
$
266,492

 
$
263,507

In connection with the issuance of the Convertible Notes, Cardtronics, Inc. entered into separate convertible note hedge and warrant transactions to reduce the potential dilutive impact upon the conversion of the Convertible Notes. The net effect of these transactions effectively raised the price at which dilution would occur from the $52.35 initial conversion price of the Convertible Notes to $73.29 . Pursuant to the convertible note hedge, Cardtronics, Inc. purchased call options granting Cardtronics Inc. the right to acquire up to approximately 5.50 million common shares with an initial strike price of $52.35 . The call options automatically become exercisable upon conversion of the Convertible Notes, and will terminate on the second scheduled trading day immediately preceding December 1, 2020. Cardtronics Inc. also sold to the initial purchasers warrants to acquire up to approximately 5.50 million common shares with a strike price of $73.29 . The warrants will expire incrementally on a series of expiration dates subsequent to the maturity date of the Convertible Notes through August 30, 2021. If the conversion price of the Convertible Notes remains between the strike prices of the call options and warrants, Cardtronics plc’s shareholders will not experience any dilution in connection with the conversion of the Convertible Notes; however, to the extent that the price of the shares exceeds the strike price of the warrants on any or all of the series of related expiration dates of the warrants, Cardtronics plc would be required to issue additional shares to the warrant holders. The amounts allocated to both the note hedge and warrants were recorded in the Shareholders’ equity section in the accompanying Consolidated Balance Sheets.

22

$300.0 million 5.50% Senior Notes Due 2025
On April 4, 2017, in a private placement offering, Cardtronics Inc. and Cardtronics USA, Inc. (the “2025 Notes Issuers”) issued $300.0 million in aggregate principal amount of the 2025 Notes pursuant to an indenture dated April 4, 2017 (the “2025 Notes Indenture”) among the 2025 Notes Issuers, Cardtronics plc, and certain of its subsidiaries, as guarantors (each, a “2025 Notes Guarantor”), and Wells Fargo Bank, National Association, as trustee.
Interest on the 2025 Notes accrues from April 4, 2017, the date of issuance, at the rate of 5.50% per annum. Interest on the 2025 Notes is payable semi-annually in cash in arrears on May 1st and November 1st of each year with the initial payment having commenced on November 1, 2017.  
The 2025 Notes and the related guarantees (the “2025 Guarantees”) are the general unsecured senior obligations of each of the 2025 Notes Issuers and the 2025 Notes Guarantors, respectively, and rank: (i) equally in right of payment with all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future senior indebtedness and (ii) senior in right of payment to all of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ future subordinated indebtedness. The 2025 Notes and the 2025 Guarantees are effectively subordinated to any of the 2025 Notes Issuers’ and the 2025 Notes Guarantors’ existing and future secured debt to the extent of the collateral securing such debt, including all borrowings under the Company’s revolving credit facility. The 2025 Notes are structurally subordinated to all liabilities of any of Cardtronics plc’s subsidiaries (excluding the 2025 Notes Issuers) that do not guarantee the 2025 Notes.
The 2025 Notes contain covenants that, among other things, limit the 2025 Notes Issuers’ ability and the ability of Cardtronics plc and certain of its restricted subsidiaries to incur or guarantee additional indebtedness, make certain investments, or pay dividends or distributions on Cardtronics plc’s common shares or repurchase common shares or make certain other restricted payments, consolidate or merge with or into other companies, conduct asset sales, restrict dividends or other payments by restricted subsidiaries, engage in transactions with affiliates or related persons, and create liens.
Obligations under the 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the Credit Agreement). There are no significant restrictions on the ability of Cardtronics plc to obtain funds from Cardtronics Inc., Cardtronics USA, Inc., or the other 2025 Notes Guarantors by dividend or loan. None of the 2025 Notes Guarantors’ assets represent restricted assets pursuant to Rule 4-08(e)(3) of Regulation S-X.
The 2025 Notes are subject to certain automatic customary releases with respect to the 2025 Notes Guarantors (other than Cardtronics plc, Cardtronics Holdings Limited, and CATM Holdings LLC), including the sale, disposition, or transfer of the common shares or substantially all of the assets of such 2025 Notes Guarantor, designation of such 2025 Notes Guarantor as unrestricted in accordance with the 2025 Notes Indenture, exercise of the legal defeasance option or the covenant defeasance option, liquidation, or dissolution of such 2025 Notes Guarantor. The 2025 Notes Guarantors, including Cardtronics plc, may not sell or otherwise dispose of all or substantially all of their properties or assets to, or consolidate with or merge into, another company if such a sale would cause a default under the 2025 Notes Indenture and certain other specified requirements under the 2025 Notes Indenture are not satisfied.
(10) Asset Retirement Obligations  
Asset retirement obligations (“ARO”) consist primarily of costs to deinstall the Company’s ATMs and, in some cases, restore the ATM sites to their original condition, which are estimated based on current market rates. In most cases, the Company is contractually required to perform this deinstallation of its owned ATMs, and in some cases, site restoration work. For each group of similar ATM types, the Company has recognized the estimated fair value of the ARO as a liability in the accompanying Consolidated Balance Sheets and capitalized that cost as part of the cost basis of the related asset. The related assets are depreciated on a straight-line basis over the assets estimated useful life, which is the estimated average time period that an ATM is installed in a location before being deinstalled, and the related liabilities are accreted to their full value over the same period of time.





23

The changes in the Company’s ARO liability consisted of the following (in thousands):
 
 
Asset retirement obligations at December 31, 2018
$
61,223

Additional obligations
1,126

Accretion expense
458

Payments
(1,451
)
Foreign currency translation adjustments
456

Asset retirement obligations at March 31, 2019
61,812

Less: current portion of asset retirement obligations
6,866

Asset retirement obligations, excluding current portion, at March 31, 2019
$
54,946

For additional information related to the Company’s ARO with respect to its fair value measurements, see Note 14. Fair Value Measurements .
(11) Leases  

The Company leases facilities consisting of office and warehouse space as well as vehicles and office equipment. In addition, certain ATM placement agreements are deemed to contain an operating lease of merchant space under the Lease Standard. The Company's facility leases have remaining lease terms extending up to more than 12 years , some of which may include one or more options to extend the associated lease term by up to 5 - 10 years , and some may include options for the Company or the lessor to terminate the leases prior to the end of the lease term. The exercise of lease renewal options is at the Company's discretion. From time to time, the Company may sublease office or warehouse space. This sublease activity is currently not significant. The Company's vehicle and office equipment leases currently have remaining lease terms extending up to 4 years and these leases typically have original terms of approximately 4 - 6 years . The Company has not historically extended its vehicle and office equipment leases beyond their original term. Similarly, the Company has not historically subleased these assets. The Company's ATM placement agreements that are deemed to contain an operating lease of merchant space under the Lease Standard have remaining terms extending from less than 1 year to more than 5 years . These consist of semi-permanent or through-the-wall placements of company-owned ATMs at merchant or financial institution locations. These arrangements are deemed to contain a lease as our counterparty lacks the practical ability to substitute alternative space. The renewal provisions under our ATM placement agreements vary.

The Company's ATM placement agreements that are deemed to contain an operating lease generally require fixed and/or variable merchant commissions. The variable payments are based on the type and volume of transactions conducted on the ATMs at each respective location. In addition, the merchant commissions may also change, in accordance with the terms of these agreements, responsive to changes in interchange fees or interest rates. Certain Company facility leases require variable payments based on a index or based on external market rates whereas our vehicle and office equipment leases do not generally include variable payments.

The Company recognizes the accounting impact of lease extension options when reasonably certain that a right to extend a lease will be exercised. The Company does not provide residual value guarantees within or in conjunction with any of its leases. As of March 31, 2019, all material leases of facilities, vehicles, office equipment, and merchant space had commenced.

The Company is not currently party to any significant finance leases. As a result, the net assets recorded under finance leases and the associated liabilities are not material.

See Note 2. New Accounting Pronouncements for the accounting impact of the Company's adoption of ASC 842- Leases on January 1, 2019.

24

    
Balance sheet information related to operating leases is as follows:
 
 
Classification
 
March 31, 2019
 
January 1, 2019 (Upon Adoption)
Assets
 
 
 
(In thousands)
Operating lease assets
 
Operating lease assets
 
$
81,973

 
$
85,068

Total operating lease assets
 
 
 
$
81,973

 
$
85,068

 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
Current
 
 
 
 
 
 
Operating lease liabilities
 
Current portion of other long-term liabilities
 
$
20,362

 
$
20,602

Noncurrent
 
 
 
 

 
 
Noncurrent operating lease liabilities
 
Noncurrent operating lease liabilities
 
$
72,482

 
$
74,746

Total operating lease liabilities
 
 
 
$
92,844

 
$
95,348


Operating lease costs during the three months ended March 31, 2019 were as follows:
 
 
 
 
Three Months Ended
 
 
Classification
 
March 31, 2019
 
 
 
 
(In thousands)
Operating lease costs
 
Cost of ATM operating revenues (1)
 
$
1,254

Operating lease costs
 
Selling, general, and administrative expenses (2)
 
1,783

Total operating lease cost
 
 
 
$
3,037

      
(1) Includes the fixed and variable cost of facilities, vehicles, and equipment that are deemed direct operating lease costs. The variable lease cost associated
with these leases was not significant.
(2) Includes the fixed and variable cost of facilities, vehicles, and equipment that are deemed general and administrative operating lease costs. The variable
lease cost associated with these leases was not significant.

In addition to the operating lease costs above, the Company recognized the cost of its ATM placement agreements that are deemed to contain an operating lease. These costs are recognized as a component of merchant commission expense that resides within the Company's Cost of ATM operating revenues.

The following table presents the undiscounted cash flows associated with the Company's recognized operating lease liabilities in the next five years and thereafter.
Maturity of Recognized Operating Lease Liabilities

 
Operating 
Lease Payments (1)
 
 
(In thousands)
2019
 
$
17,544

2020
 
19,924

2021
 
17,149

2022
 
10,488

2023
 
7,607

After 2023
 
34,843

Total lease payments
 
$
107,555

Less: Interest (2)
 
(14,711
)
Present value of operating lease liabilities (3)
 
$
92,844


(1) Operating lease payments reflect the Company's current fixed obligations under the operating lease agreements. The Company has identified no extensions that are reasonably certain of being exercised and there are no significant lease agreements that have been signed and not yet commenced.
(2) Calculated using the estimated incremental borrowing rate for each lease.
(3) Includes current operating lease liabilities of $20.4 million and noncurrent operating lease liabilities of $72.5 million .

25



The following table presents the weighted-average remaining term and weighted-average discount rate associated with the Company's operating leases.
Lease Term and Discount Rate
 
March 31, 2019
 
January 1, 2019 (Upon Adoption)
Weighted-average remaining lease term (years)
 
 
 
 
   Operating leases
 
7.0

 
7.1

Weighted-average discount rate
 
 

 
 

   Operating leases
 
3.48
%
 
3.45
%

Additional lease information is summarized below:
 
 
Three Months Ended March 31, 2019
 
 
(In thousands)
Cash paid for amounts included in the measurement of lease liabilities:
 
 
   Operating cash outflows resulting from payments of operating lease liabilities
 
$
5,297

 
 
 
New operating lease assets recognized during the period
 
$
1,857

During the three months ended March 31, 2019, the Company made $5.3 million in payments to satisfy the recognized operating lease obligations and recognized $1.9 million in new operating lease assets pertaining to new ATM placement agreements that are deemed to contain an operating lease. Comparative prior period information is not presented above as we adopted the Lease Standard on January 1, 2019 using this effective date as the date of initial application.
(12) Other Liabilities  
The Company’s other liabilities consisted of the following:
 
March 31, 2019
 
December 31, 2018
 
(In thousands)
Current portion of other long-term liabilities
 
 
 
Operating lease liabilities
$
20,362

 
$
—

Acquisition related contingent consideration
8,214

 
—

Asset retirement obligations
6,866

 
6,810

Deferred revenue
4,029

 
4,109

Interest rate swap and cap contracts
2,461

 
396

Other
8,560

 
8,951

Total current portion of other long-term liabilities
$
50,492

 
$
20,266

 
 
 
 
Noncurrent portion of other long-term liabilities


 
 
Acquisition related contingent consideration
$
21,804

 
$
38,266

Interest rate swap and cap contracts
7,456

 
2,894

Deferred revenue
3,987

 
4,319

Other
15,128

 
22,261

Total noncurrent portion of other long-term liabilities
$
48,375

 
$
67,740

 
 
 
 
As of March 31, 2019 and 2018, the Acquisition related contingent consideration line consisted of the estimated fair value of the contingent consideration associated with the Spark acquisition.
(13) Derivative Financial Instruments  
Risk Management Objectives of Using Derivatives
The Company is exposed to interest rate risk associated with its vault cash rental obligations and, to a lesser extent, borrowings under its revolving credit facility. The Company utilizes varying notional amount interest rate swap contracts and interest rate cap agreements (“Interest Rate Derivatives”) to manage the interest rate risk associated with its vault cash rental obligations in the U.S., Canada, the U.K., and Australia. The Company has also entered into an interest rate swap to mitigate its exposure to floating interest rates on its revolving credit facility borrowings outstanding. The Company is exposed to foreign currency exchange rate risk with respect to its operations outside the U.S. The Company uses foreign currency forward contracts to hedge its foreign exchange rate risk associated with certain anticipated transactions. Currently, the Company has outstanding foreign currency forward contracts for the purchase of approximately $1.4 million Canadian dollars with durations that extend through June 28, 2019.

The Company’s Interest Rate Derivatives serve to mitigate interest rate risk exposure by converting a portion of the Company’s monthly floating-rate vault cash rental payments to either monthly fixed-rate vault cash rental payments or to  vault cash rental payments with a capped rate. Typically, the Company receives monthly floating-rate payments from its Interest Rate Derivative counterparties that correspond to, in all material respects, the monthly floating-rate payments required by the Company to its vault cash rental providers for the portion of the average outstanding vault cash balances that have been hedged. The floating-rate payments may or may not be capped or limited. In return, the Company pays its counterparties a monthly fixed-rate amount based on the same notional amounts outstanding. By converting the vault cash rental obligation interest rate from a floating-rate to a fixed-rate or a capped rate, the impact of favorable and unfavorable changes in future interest rates on the monthly vault cash rental payments recognized in the Cost of ATM operating revenues line in the accompanying Consolidated Statement of Operations, has been reduced.
There is never an exchange of the underlying principal or notional amounts associated with the interest rate swap contracts described above. Additionally, none of the Company’s existing interest rate swap contracts contain credit-risk-related contingent features. 

26

Accounting Policy  
The Interest Rate Derivatives discussed above are used by the Company to hedge exposure to variability in expected future cash flows attributable to a particular risk; therefore, they are designated and qualify as cash flow hedging instruments. The Company does not currently hold any derivative instruments not designated as cash flow hedges, fair value hedges, or hedges of a net investment in a foreign operation.
In accordance with the new Hedging Standard the Company reports the gain or loss related to each highly effective cash flow hedging instrument, including any ineffectiveness, as a component of Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets and reclassifies the gain or loss into earnings within the Cost of ATM operating revenues, Interest expense, net, or Other (income) expense lines of the accompanying Consolidated Statements of Operations in the same period or periods during which the hedged transaction affects and has been forecasted in earnings. The classification of the gain or loss is determined based on the associated hedge designation.
As discussed above, the Company generally utilizes fixed-for-floating Interest Rate Derivatives where the underlying pricing terms of the cash flow hedging instrument agree, in all material respects, with the pricing terms of the vault cash rental obligations to the Company’s vault cash providers. Therefore, the amount of ineffectiveness associated with the Interest Rate Derivatives has historically been immaterial. If the Company concludes 1) the vault cash obligations that have been hedged are no longer probable or 2) that underlying terms of the vault cash rental agreements have changed such that they do not sufficiently agree to the pricing terms of the Interest Rate Derivatives, the Interest Rate Derivative contracts would be deemed ineffective. The Company does not currently anticipate terminating or modifying terms of its existing derivative instruments prior to their expiration dates.
Accordingly, the Company recognizes all of its Interest Rate Derivative contracts as assets or liabilities in the accompanying Consolidated Balance Sheets at fair value and any changes in the fair values of the related Interest Rate Derivative contracts have been reported in Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets. The unrealized gains and losses related to the interest rate swap contracts have been reported net of taxes in Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets. For additional information related to the Company’s interest rate swap contracts with respect to its fair value measurements, see Note 14. Fair Value Measurements .

Summary of Outstanding Interest Rate Derivatives
The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts and cap agreement that are currently in place in the U.S., Canada, the U.K, and Australia (as of the date of the issuance of this 2019 Form 10-Q) are as follows:
Outstanding Interest Rate Derivatives Associated with Vault Cash Rental Obligations
North America – Interest Rate Swap Contracts
Notional Amounts
U.S. $
 
Weighted Average Fixed Rate  
 
Notional Amounts
CAD$
 
Weighted Average Fixed Rate  
 
Term  
(In millions)
 
 
 
(In millions)
 
 
 
 
$
1,000

 
2.06%
 
CAD
 
$
125

 
2.46%
 
April 1, 2019 – December 31, 2019
$
1,000

 
2.06%
 
CAD
 
$
125

 
2.46%
 
January 1, 2020 – December 31, 2020
$
600

 
1.95%
 
CAD
 
$
125

 
2.46%
 
January 1, 2021 – December 31, 2021
$
400

 
1.46%
 
 
 
 
 
 
 
January 1, 2022 – December 31, 2022

27

North America – Interest Rate Cap Contracts
Notional Amounts
U.S. $
 
Cap Rate   (1)
 
Term
(In millions)
 
 
 
 
$
 
200

 
3.25%
 
January 1, 2021 – December 31, 2023
(1) Maximum amount of interest to be paid each year as per terms of cap. Cost of cap is amortized through vault cash rental expense over term of cap.
Europe & Africa – Interest Rate Swap Contracts
Notional Amounts
 
Weighted Average
 
 
U.K. £
 
Fixed Rate
 
Term  
(In millions)
 
 
 
 
£
550

 
0.90%
 
April 1, 2019 – December 31, 2019
£
500

 
0.94%
 
January 1, 2020 – December 31, 2020
£
500

 
0.94%
 
January 1, 2021 – December 31, 2021
£
500

 
0.94%
 
January 1, 2022 – December 31, 2022
Australia & New Zealand – Interest Rate Swap Contracts
Notional Amounts
AUS $
 
Weighted Average
Fixed Rate
 
Term  
(In millions)
 
 
 
 
$
150

 
1.95%
 
April 1, 2019 - December 31, 2019
$
100

 
1.95%
 
January 1, 2020 – December 31, 2020


28

Outstanding Interest Rate Derivatives Associated with Revolving Credit Facility Borrowings
Notional Amounts
U.K. £
 
Weighted Average Fixed Rate  
 
Term  
(In millions)
 
 
 
 
£
80

 
0.95
%
 
April 1, 2019 – January 1, 2020
£
50

 
0.95
%
 
January 2, 2020 – January 1, 2021
The following tables depict the effects of the use of the Company’s derivative interest rate swap contracts in the accompanying Consolidated Balance Sheets and Consolidated Statements of Operations.
Balance Sheet Data  
 
 
March 31, 2019
 
December 31, 2018
Asset (Liability) Derivative Instruments
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
 
 
 
 
(In thousands)  
 
 
 
(In thousands)  
Derivatives designated as hedging instruments:
 
 
 
 
 
 
 
 
Interest rate swap contracts
 
Prepaid expenses, deferred costs, and other current assets
 
$
3,319

 
Prepaid expenses, deferred costs, and other current assets
 
$
4,489

Interest rate swap contracts
 
Prepaid expenses, deferred costs, and other noncurrent assets
 
6,911

 
Prepaid expenses, deferred costs, and other noncurrent assets
 
15,316

Interest rate swap contracts
 
Current portion of other long-term liabilities
 
(2,461
)
 
Current portion of other long-term liabilities
 
(396
)
Interest rate swap and cap contracts
 
Other long-term liabilities
 
(7,456
)
 
Other long-term liabilities
 
(2,894
)
Total derivative instruments, net
 
 
 
$
313

 
 
 
$
16,515

Statements of Operations Data
 
 
Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationship
 
Amount of Gain (Loss) Recognized in
Accumulated Other Comprehensive Loss on
Derivative Instruments
 
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
 
Amount of Gain (Loss) Reclassified from
Accumulated Other Comprehensive Loss
into Income
 
 
2019
 
2018
 
 
 
2019
 
2018
 
 
(In thousands)
 
 
 
(In thousands)
Interest rate swap contracts
 
$
(12,109
)
 
$
14,772

 
Cost of ATM operating revenues
 
$
338

 
$
(2,589
)
Interest rate swap contracts
 
(312
)
 
—

 
Interest expense, net
 
(56
)
 
—

Total
 
$
(12,421
)
 
$
14,772

 
 
 
$
282

 
$
(2,589
)
As of  March 31, 2019 , the Company expects to reclassify $0.9 million of net derivative-related gains contained in the Accumulated comprehensive loss, net within its accompanying Consolidated Balance Sheets into earnings during the next twelve months concurrent with the recording of the related vault cash rental expense amounts.





29



The following table shows the impact of our cash flow hedge accounting relationships on the statement of coperations for the three months ended March 31, 2019 and 2018:
 
 
Location and Amount of Gain (Loss) Recognized in Income on Cash Flow Hedging Relationships in the Three Months Ended March 31,
 
 
2019
 
2018
 
 
(In thousands)
 
 
Cost of ATM Operating Revenues
 
Interest Expense, net
 
Cost of ATM Operating Revenues
Total amount of expense presented in the statements of operations in which the effects of cash flow hedges are recorded
 
$
206,158

 
$
6,643

 
$
215,490

 
 
 
 
 
 
 
Amount of gain (loss) reclassified from accumulated other comprehensive income into income
 
$
338

 
$
(56
)
 
$
(2,589
)
(14) Fair Value Measurements  
The following tables provide the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2019 and December 31, 2018 using the fair value hierarchy prescribed by U.S. GAAP. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other observable inputs, and Level 3 refers to fair values estimated using significant non-observable inputs. An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
 
Fair Value Measurements at March 31, 2019
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Assets
 

 
 

 
 

 
 

Assets associated with interest rate swap contracts
$
10,230

 
$
—

 
$
10,230

 
$
—

Liabilities
 
 
 
 
 
 
 
Liabilities associated with interest rate swap contracts
$
(9,917
)
 
$
—

 
$
(9,917
)
 
$
—

Liabilities associated with acquisition related contingent consideration
$
(30,018
)
 
$
—

 
$
—

 
$
(30,018
)
 
Fair Value Measurements at December 31, 2018
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(In thousands)
Assets
 

 
 

 
 

 
 

Assets associated with interest rate swap contracts
$
19,805

 
$
—

 
$
19,805

 
$
—

Liabilities
 
 
 
 
 
 
 
Liabilities associated with interest rate swap contracts
$
(3,290
)
 
$
—

 
$
(3,290
)
 
$
—

Liabilities associated with acquisition related contingent consideration
$
(38,266
)
 
$
—

 
$
—

 
$
(38,266
)
As of March 31, 2019 and December 31, 2018 , liabilities associated with Level 2 interest rate swap contracts also includes an insignificant amount related to foreign currency forward contracts.
Below are descriptions of the Company’s valuation methodologies for assets and liabilities measured at fair value. The methods described below may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

30

Cash and cash equivalents, accounts and notes receivable, net of allowance for doubtful accounts, prepaid expenses, deferred costs, and other current assets, accounts payable, accrued liabilities, and other current liabilities. These financial instruments are not carried at fair value, but are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk.
Acquisition related intangible assets. The estimated fair values of acquisition related intangible assets are valued based on a discounted cash flows analysis using significant non-observable (Level 3) inputs. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. An assessment of non-amortized intangible assets is performed on an annual basis or more frequently based on the occurrence of events that might indicate a potential impairment.
Acquisition related contingent consideration. Liabilities from acquisition related contingent consideration are estimated by using a Monte Carlo simulation and market observable, as well as internal projections, and other significant non-observable inputs (Level 3) based on the Company’s best estimate of future operational results upon which the payment of these obligations are contingent. Future changes to the estimated contingent liability either higher or lower may occur as the estimated internal projections and other significant non-observable inputs for the calculation become available and are updated as deemed necessary. These future updates could result in a material change in the estimated contingent liability. The estimates and significant non-observable inputs may differ from actual results. As the estimated contingent liability is based upon performance relative to certain agreed upon earnings targets in 2019 and 2020, the performance based payments are expected to occur in 2020 and 2021, respectively. As of March 31, 2019 , the estimated fair value of the Company’s acquisition related contingent consideration liability was approximately $30.0 million . Based on current forecasts, the Company estimates that approximately $8.2 million of the total aggregate estimated liability will be made in the first quarter of 2020 with the remaining amount being paid in the first quarter of 2021. During the three months ended March 31, 2019 , the Company recognized an $8.2 million gain in Other (income) expense to revise the estimated fair value of the contingent consideration liability. The foreign exchange gains/losses recognized during the three months ended March 31, 2019 , to remeasure the South African Rand denominated liability to U.S. Dollars were not significant. Both the revision to the estimated fair value and the foreign exchange adjustments are included in the Other income line in the Consolidated Statements of Operations.
Long-term debt . The carrying amount of the long-term debt balance related to borrowings under the Company’s revolving credit facility approximates fair value due to the fact that any outstanding borrowings are subject to short-term floating interest rates. As of March 31, 2019 , the fair value of our 2020 Notes and 2025 Notes totaled $286.1 million and $293.0 million , respectively, based on the quoted prices in markets that are not active inputs (Level 2) for these notes as of that date. For additional information related to long-term debt, see Note 9. Long-Term Debt.
Additions to asset retirement obligations liability. The Company estimates the fair value of additions to its ARO liability using expected discounted future cash flow at the Company’s credit-adjusted risk-free interest rate. Liabilities added to the ARO are measured at fair value at the time of the asset installations using significant non-observable (Level 3) inputs. These liabilities are evaluated periodically based on estimated current fair value. Amounts added to the ARO liability during the three months ended March 31, 2019 totaled $1.1 million .
Interest rate derivatives and foreign currency forward contracts. As of March 31, 2019 , the recognized fair value of the Company’s Interest Rate Derivatives resulted in an asset of $10.2 million and a liability of $(9.9) million (including an insignificant amount related to foreign currency forward contracts). These financial instruments are carried at fair value and are valued using pricing models based on significant other observable inputs (Level 2), while taking into account the creditworthiness of the party that is in the liability position with respect to each trade. For additional information related to the valuation process of this asset or liability, see Note 13. Derivative Financial Instruments .
(15) Commitments and Contingencies
Legal Matters
The Company is subject to various legal proceedings and claims arising in the ordinary course of its business. The Company has provided reserves where necessary for contingent liabilities, based on ASC 450, contingencies, when it has determined that a liability is probable and reasonably estimable. The Company’s management does not expect the outcome in any legal proceedings or claims, individually or collectively, to have a material adverse financial or operational impact on the Company. Additionally, the Company currently expenses all legal costs as they are incurred.

31

Other Commitments
Asset retirement obligations. The Company’s ARO consist primarily of costs to deinstall the Company’s ATMs and to restore the ATM sites to their original condition. In most cases, the Company is contractually required to perform this deinstallation of its owned ATMs, and in some cases, site restoration work. As of March 31, 2019 , the Company had $61.8 million accrued for these liabilities. For additional information, see Note 10. Asset Retirement Obligations .
Acquisition related contingent consideration. As of March 31, 2019 , the Company had $30.0 million accrued for the Spark acquisition related contingent consideration. For additional information related to the Spark acquisition related contingent consideration, s ee Note 14. Fair Value Measurements.
(16) Income Taxes
The Company’s income tax expense based on income before income taxes for the periods presented was as follows:
 
Three Months Ended March 31,
 
2019
 
2018
 
(In thousands, excluding percentages)
Income tax expense (benefit)
$
3,129

 
$
(31
)
Effective tax rate
42.0
%
 
1.1
%

The Company’s income tax expense for the three months ended March 31, 2019 totaled $3.1 million , resulting in an effective tax rate of 42% , compared to a benefit of $0.03 million , and an effective tax rate of 1.1% , for the same period of 2018. The increase in the tax expense for the three months ended March 31, 2019, compared to the same period of 2018, was primarily attributable to profits in the current period compared to losses in the prior period.

The Company assesses the need for any deferred tax asset valuation allowances at the end of each reporting period. The determination of whether a valuation allowance for deferred tax assets is needed is subject to considerable judgment and requires an evaluation of all available positive and negative evidence. Due to a history of losses and an increase in deferred tax assets in Canada in the current period, the Company concluded it is more likely than not that the net deferred tax asset will not be realized and therefore a valuation allowance was recorded against these assets as of March 31, 2019. The Company’s assessment concluded that maintaining valuation allowances on deferred tax assets in Australia, Mexico, and Spain was appropriate, as the Company currently believes that it is more likely than not that the related deferred tax assets will not be realized.
The deferred tax expenses and benefits associated with the Company’s net unrealized gains and losses on derivative instruments and foreign currency translation adjustments have been recorded in the Accumulated other comprehensive loss, net line in the accompanying Consolidated Balance Sheets.
(17) Segment Information
As of March 31, 2019 , the Company’s operations consisted of its North America, Europe & Africa, and Australia & New Zealand segments. The Company’s ATM operations in the U.S., Canada, Mexico, and Puerto Rico are included in its North America segment. The North America segment also includes the Company’s transaction processing operations, which service its internal ATM operations, along with external customers. The Company’s operations in the U.K., Ireland, Germany, Spain, and South Africa are included in its Europe & Africa segment, along with i-design (the Company’s ATM advertising business based in the U.K.). The Company’s Australia & New Zealand segment consists exclusively of its operations in Australia and New Zealand. The Corporate segment solely includes the Company’s corporate general and administrative expenses. While each of the reporting segments provides similar kiosk-based and/or ATM-related services, each segment is managed separately and requires different marketing and business strategies.
Management uses Adjusted EBITDA and Adjusted EBITA, together with U.S. GAAP measures, to manage and measure the performance of its segments. Management believes Adjusted EBITDA and Adjusted EBITA are useful measures as they allow management to more effectively evaluate the performance of the business and compare its results of operations from period to period without regard to financing methods, capital structure, or non-recurring costs as defined by the Company. Adjusted EBITDA and Adjusted EBITA exclude amortization of intangible assets, share-based compensation expense, acquisition and divestiture-related expenses, certain non-operating expenses, (if applicable in a particular period), certain costs not anticipated to occur in future periods, gains or losses on disposal and impairment of assets, the Company’s obligations for the payment of income taxes, interest expense, and other obligations such as capital expenditures, and an adjustment for noncontrolling interests. Additionally, Adjusted EBITDA excludes depreciation and accretion expense. Depreciation and accretion expense and amortization of intangible assets are excluded

32

as these amounts can vary substantially from company to company within the Company’s industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired.
Adjusted EBITDA and Adjusted EBITA, as defined by the Company, are non-GAAP financial measures provided as a complement to financial results prepared in accordance with U.S. GAAP and may not be comparable to similarly-titled measures reported by other companies. In evaluating the Company’s performance as measured by Adjusted EBITDA and Adjusted EBITA, management recognizes and considers the limitations of these measurements. Accordingly, Adjusted EBITDA and Adjusted EBITA are only two of the measurements that management utilizes. Therefore, Adjusted EBITDA and Adjusted EBITA should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, or financing activities, or other income or cash flow measures prepared in accordance with U.S. GAAP.
The following table is a reconciliation of Net income (loss) attributable to controlling interests and available to common shareholders to EBITDA, Adjusted EBITDA, and Adjusted EBITA:
 
 
Three Months Ended
March 31,
 
 
2019
 
2018
 
(In thousands)
Net income (loss) attributable to controlling interests and available to common shareholders
 
$
4,319

 
$
(2,768
)
Adjustments:
 
 
 
 
Interest expense, net
 
6,643

 
9,174

Amortization of deferred financing costs and note discount
 
3,292

 
3,308

Income tax expense (benefit)
 
3,129

 
(31
)
Depreciation and accretion expense
 
32,973

 
31,042

Amortization of intangible assets
 
12,412

 
13,771

EBITDA
 
$
62,768

 
$
54,496

Add back:
 
 
 
 
Loss on disposal and impairment of assets
 
968

 
5,420

Other (income) expense (1)
 
(7,207
)
 
2,160

Noncontrolling interests (2)
 
15

 
1

Share-based compensation expense
 
4,484

 
2,445

Restructuring expenses (3)
 
—

 
2,413

Acquisition related expenses (4)
 
—

 
1,720

Adjusted EBITDA
 
$
61,028

 
$
68,655

Less:
 
 
 
 
Depreciation and accretion expense (5)
 
32,973

 
31,041

Adjusted EBITA
 
$
28,055

 
$
37,614

(1)
Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.
(2)
Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of its Mexican subsidiaries.
(3)
Expenses include employee severance and other costs incurred in conjunction with a corporate reorganization and cost reduction initiative.
(4)
Expenses primarily include employee severance cost and lease termination costs related to DCPayments.
(5)
Amounts exclude a portion of the expenses incurred by one of its Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders.


33

The following tables reflect certain financial information for each of the Company’s reporting segments for the periods presented:
 
Three Months Ended March 31, 2019
 
North America
 
Europe & Africa
 
Australia & New Zealand
 
Corporate
 
Eliminations
 
Total
 
(In thousands)
Revenue from external customers
$
201,664

 
$
90,596

 
$
26,010

 
$
—

 
$
—

 
$
318,270

Intersegment revenues
2,584

 
329

 
—

 
—

 
(2,913
)
 
—

Cost of revenues
137,908

 
63,409

 
19,361

 
261

 
(2,856
)
 
218,083

Selling, general, and administrative expenses
17,266

 
10,746

 
2,241

 
13,407

 
—

 
43,660

Loss (gain) on disposal and impairment of assets
324

 
671

 
(27
)
 
—

 
—

 
968

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
49,075

 
16,768

 
4,409

 
(9,184
)
 
(40
)
 
61,028

 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and accretion expense
19,486

 
12,021

 
1,220

 
267

 
(21
)
 
32,973

Adjusted EBITA
29,589

 
4,746

 
3,189

 
(9,450
)
 
(19
)
 
28,055

 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures (1)
$
17,575

 
$
10,248

 
$
1,484

 
$
—

 
$
—

 
$
29,307

 
Three Months Ended March 31, 2018 (2)
 
North America
 
Europe & Africa
 
Australia & New Zealand
 
Corporate
 
Eliminations
 
Total
 
(In thousands)
Revenue from external customers
$
207,533

 
$
97,955

 
$
30,696

 
$
—

 
$
—

 
$
336,184

Intersegment revenues
2,346

 
490

 
—

 
—

 
(2,836
)
 
—

Cost of revenues
145,389

 
62,531

 
22,941

 
84

 
(2,693
)
 
228,252

Selling, general, and administrative expenses
15,934

 
9,859

 
2,726

 
13,331

 
(110
)
 
41,740

Restructuring expenses
1,057

 
681

 
—

 
675

 
—

 
2,413

Acquisition related expenses
(38
)
 
1,348

 
203

 
207

 
—

 
1,720

Loss (gain) on disposal and impairment of assets
2,022

 
3,410

 
(12
)
 
—

 
—

 
5,420

 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
48,555

 
26,054

 
5,030

 
(10,971
)
 
(13
)
 
68,655

 
 
 
 
 
 
 
 
 
 
 
 
Depreciation and accretion expense
16,543

 
13,236

 
1,263

 
—

 
—

 
31,042

Adjusted EBITA
32,012

 
12,818

 
3,767

 
(10,971
)
 
(12
)
 
37,614

 
 
 
 
 
 
 
 
 
 
 
 
Capital expenditures (1)
$
5,533

 
$
9,400

 
$
1,866

 
$
3,940

 
$
—

 
$
20,739


(1)
Capital expenditures include payments made for plant, property, and equipment, exclusive license agreements, and site acquisition costs. Additionally, capital expenditure amounts for one of the Company’s Mexican subsidiaries, included in the North America segment, are reflected gross of any noncontrolling interest amounts.
(2)
The segment information presented for the Three months ended March 31, 2018 has been revised to ensure consistency with the current allocation of certain intercompany revenues and expenses.

34

Identifiable Assets
 
March 31, 2019
 
December 31, 2018
 
(In thousands)  
North America
$
1,139,119

 
$
1,195,693

Europe & Africa
562,203

 
494,457

Australia & New Zealand
71,426

 
63,613

Corporate
29,462

 
33,581

Total
$
1,802,210

 
$
1,787,344

(18) Supplemental Guarantor Financial Information 
The 2025 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by Cardtronics plc and certain of its subsidiaries and certain of its future subsidiaries, with the exception of Cardtronics plc’s immaterial subsidiaries and CFC Guarantors (as defined in the Credit Agreement). The guarantees of the 2025 Notes by any Guarantor are subject to automatic and customary releases upon: (i) the sale or disposition of all or substantially all of the assets of the Guarantor, (ii) the disposition of sufficient capital stock of the Guarantor so that it no longer qualifies under the Indenture as a restricted subsidiary of the Company, (iii) the designation of the Guarantor as an unrestricted subsidiary in accordance with the Indenture, (iv) the legal or covenant defeasance of the notes or the satisfaction and discharge of the Indenture, (v) the liquidation or dissolution of the Guarantor, or (vi) provided the Guarantor is not wholly-owned by the Company, its ceasing to guarantee other debt of the Company or another Guarantor. A Guarantor may not sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into, another company (other than the Company or another Guarantor), unless no default under the Indenture exists and either the successor to the Guarantor assumes its guarantee of the 2025 Notes or the disposition, consolidation, or merger complies with the “Asset Sales” covenant in the Indenture.
The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018 and the Condensed Consolidating Balance Sheets as of March 31, 2019 and 2018 for: (i) Cardtronics plc, the parent Guarantor of the 2025 Notes (“Parent”), (ii) Cardtronics Inc. (“Issuer”), (iii) the 2025 Notes Guarantors (the “Guarantors”), and (iv) the 2025 Notes Non-Guarantors.
Condensed Consolidated Statements of Comprehensive (Loss) Income
 
Three Months Ended March 31, 2019
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
 
(In thousands)
Revenues
$
—

 
$
—

 
$
231,325

 
$
89,802

 
$
(2,857
)
 
$
318,270

Operating costs and expenses
7,848

 
—

 
207,105

 
96,000

 
(2,857
)
 
308,096

(Loss) income from operations
(7,848
)
 
—

 
24,220

 
(6,198
)
 
—

 
10,174

Interest expense (income), net, including amortization of deferred financing costs and note discount
—

 
3,139

 
9,197

 
(2,452
)
 
51

 
9,935

Equity in (earnings) loss of subsidiaries
(10,747
)
 
(8,180
)
 
(88
)
 
—

 
19,015

 
—

Other (income) expense
89

 
(28
)
 
3,049

 
(7,036
)
 
(3,281
)
 
(7,207
)
Income (loss) before income taxes
2,810

 
5,069

 
12,062

 
3,290

 
(15,785
)
 
7,446

Income tax (benefit) expense
(1,508
)
 
(716
)
 
3,819

 
1,534

 
—

 
3,129

Net income (loss)
4,318

 
5,785

 
8,243

 
1,756

 
(15,785
)
 
4,317

Net loss attributable to noncontrolling interests
—

 
—

 
—

 
—

 
(2
)
 
(2
)
Net income attributable to controlling interests and available to common shareholders
4,318

 
5,785

 
8,243

 
1,756

 
(15,783
)
 
4,319

Comprehensive (loss) income attributable to controlling interests
$
(3,284
)
 
$
5,788

 
$
(2,575
)
 
$
5,079

 
$
(8,292
)
 
$
(3,284
)

35

 
Three Months Ended March 31, 2018
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
 
(In thousands)
Revenues
$
—

 
$
—

 
$
241,469

 
$
97,710

 
$
(2,995
)
 
$
336,184

Operating costs and expenses
5,535

 
(1
)
 
217,755

 
104,064

 
(2,995
)
 
324,358

(Loss) income from operations
(5,535
)
 
1

 
23,714

 
(6,354
)
 
—

 
11,826

Interest expense (income), net, including amortization of deferred financing costs and note discount
—

 
6,542

 
10,493

 
(4,553
)
 
—

 
12,482

Equity in (earnings) losses of subsidiaries
(1,780
)
 
8,078

 
14,315

 
—

 
(20,613
)
 
—

Other expense (income)
101

 
135

 
(3,733
)
 
(7,251
)
 
12,908

 
2,160

(Loss) income before income taxes
(3,856
)
 
(14,754
)
 
2,639

 
5,450

 
7,705

 
(2,816
)
Income tax (benefit) expense
(1,071
)
 
(1,653
)
 
170

 
2,523

 
—

 
(31
)
Net (loss) income
(2,785
)
 
(13,101
)
 
2,469

 
2,927

 
7,705

 
(2,785
)
Net loss attributable to noncontrolling interests
—

 
—

 
—

 
—

 
(17
)
 
(17
)
Net (loss) income attributable to controlling interests and available to common shareholders
(2,785
)
 
(13,100
)
 
2,468

 
2,927

 
7,722

 
(2,768
)
Comprehensive income (loss) attributable to controlling interests
$
22,200

 
$
(13,100
)
 
$
9,249

 
$
21,116

 
$
(17,246
)
 
$
22,219


36

Condensed Consolidated Balance Sheets
 
As of March 31, 2019
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
 
(In thousands)
Assets
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
89

 
$
6

 
$
17,844

 
$
17,505

 
$
—

 
$
35,444

Restricted cash
—

 
—

 
55,186

 
29,604

 
—

 
84,790

Accounts and notes receivable, net
—

 
—

 
52,288

 
27,989

 
—

 
80,277

Other current assets
—

 
3,311

 
43,225

 
69,121

 
—

 
115,657

Total current assets
89

 
3,317

 
168,543

 
144,219

 
—

 
316,168

Property and equipment, net
—

 
—

 
318,069

 
139,998

 
—

 
458,067

Intangible assets, net
—

 
—

 
115,317

 
24,774

 
—

 
140,091

Goodwill
—

 
—

 
568,840

 
185,244

 
—

 
754,084

Operating lease assets
—

 
—

 
36,655

 
45,318

 
—

 
81,973

Investments in and advances to subsidiaries
375,771

 
212,660

 
217,776

 
—

 
(806,207
)
 
—

Intercompany receivable
10,324

 
218,177

 
185,961

 
366,915

 
(781,377
)
 
—

Deferred tax asset, net
377

 
—

 
(1,743
)
 
11,677

 
—

 
10,311

Prepaid expenses, deferred costs, and other noncurrent assets
—

 
7,039

 
23,099

 
11,378

 
—

 
41,516

Total assets
$
386,561

 
$
441,193

 
$
1,632,517

 
$
929,523

 
$
(1,587,584
)
 
$
1,802,210

Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
Current portion of other long-term liabilities
$
—

 
$
490

 
$
20,395

 
$
29,607

 
$
—

 
$
50,492

Accounts payable and accrued liabilities
317

 
958

 
239,863

 
116,599

 
—

 
357,737

Total current liabilities
317

 
1,448

 
260,258

 
146,206

 
—

 
408,229

Long-term debt
—

 
266,492

 
333,908

 
202,319

 
—

 
802,719

Intercompany payable
10,415

 
69,651

 
587,042

 
117,443

 
(784,551
)
 
—

Asset retirement obligations
—

 
—

 
27,928

 
27,018

 
—

 
54,946

Operating lease liabilities
—

 
—

 
43,436

 
29,046

 
—

 
72,482

Deferred tax liability, net
—

 
—

 
38,269

 
1,361

 
—

 
39,630

Other long-term liabilities
—

 
5,403

 
20,100

 
22,872

 
—

 
48,375

Total liabilities
10,732

 
342,994

 
1,310,941

 
546,265

 
(784,551
)
 
1,426,381

Shareholders' equity
375,829

 
98,199

 
321,576

 
383,258

 
(803,033
)
 
375,829

Total liabilities and shareholders' equity
$
386,561

 
$
441,193

 
$
1,632,517

 
$
929,523

 
$
(1,587,584
)
 
$
1,802,210


37

 
As of December 31, 2018
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
 
(In thousands)
Assets
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
89

 
$
6

 
$
25,200

 
$
14,645

 
$
—

 
$
39,940

Accounts and notes receivable, net
—

 
—

 
47,032

 
28,611

 
—

 
75,643

Restricted Cash
—

 
—

 
139,890

 
15,580

 
—

 
155,470

Other current assets
1

 
4,374

 
38,227

 
53,186

 
(10
)
 
95,778

Total current assets
90

 
4,380

 
250,349

 
112,022

 
(10
)
 
366,831

Property and equipment, net
—

 
—

 
318,937

 
141,250

 
—

 
460,187

Intangible assets, net
—

 
—

 
122,596

 
28,251

 
—

 
150,847

Goodwill
—

 
—

 
566,655

 
182,489

 
—

 
749,144

Investments in and advances to subsidiaries
375,535

 
410,955

 
228,286

 
19,226

 
(1,034,002
)
 
—

Intercompany receivable
7,412

 
211,359

 
149,537

 
358,610

 
(726,918
)
 
—

Deferred tax asset, net
342

 
—

 
(1,688
)
 
10,004

 
—

 
8,658

Prepaid expenses, deferred costs, and other noncurrent assets
—

 
10,957

 
24,314

 
16,406

 
—

 
51,677

Total assets
$
383,379

 
$
637,651

 
$
1,658,986

 
$
868,258

 
$
(1,760,930
)
 
$
1,787,344

Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
Current portion of other long-term liabilities
$
—

 
$
—

 
$
16,654

 
$
3,624

 
$
(12
)
 
$
20,266

Accounts payable and accrued liabilities
642

 
240

 
315,508

 
92,147

 
(67
)
 
408,470

Total current liabilities
642

 
240

 
332,162

 
95,771

 
(79
)
 
428,736

Long-term debt
—

 
263,507

 
351,292

 
203,686

 
—

 
818,485

Intercompany payable
5,964

 
69,711

 
557,201

 
97,285

 
(730,161
)
 
—

Asset retirement obligations
—

 
—

 
27,577

 
26,836

 
—

 
54,413

Deferred tax liability, net
—

 
—

 
39,522

 
1,676

 
—

 
41,198

Other long-term liabilities
—

 
2,620

 
25,998

 
39,122

 
—

 
67,740

Total liabilities
6,606

 
336,078

 
1,333,752

 
464,376

 
(730,240
)
 
1,410,572

Shareholders' equity
376,773

 
301,573

 
325,234

 
403,882

 
(1,030,690
)
 
376,772

Total liabilities and shareholders' equity
$
383,379

 
$
637,651

 
$
1,658,986

 
$
868,258

 
$
(1,760,930
)
 
$
1,787,344


38

Condensed Consolidated Statements of Cash Flows
 
Three Months Ended March 31, 2019
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
 
(In thousands)
Net cash provided by (used in) operating activities
$
1,041

 
$
6,265

 
$
(62,336
)
 
$
33,225

 
$
—

 
$
(21,805
)
Additions to property and equipment
—

 
—

 
(21,431
)
 
(7,876
)
 
—

 
(29,307
)
Net cash used in investing activities
—

 
—

 
(21,431
)
 
(7,876
)
 
—

 
(29,307
)
Proceeds from borrowings under revolving credit facility
—

 
70,700

 
5,531

 
44,687

 
—

 
120,918

Repayments of borrowings under revolving credit facility
—

 
(70,700
)
 
(23,000
)
 
(50,766
)
 
—

 
(144,466
)
Intercompany financing
739

 
(6,265
)
 
8,526

 
(3,000
)
 
—

 
—

Tax payments related to share-based compensation
(1,781
)
 
—

 
—

 
—

 
—

 
(1,781
)
Proceeds from exercises of stock options
2

 
—

 
—

 
—

 
—

 
2

Net cash (used in) provided by financing activities
(1,040
)
 
(6,265
)
 
(8,943
)
 
(9,079
)
 
—

 
(25,327
)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
—

 
—

 
651

 
612

 
—

 
1,263

Net increase (decrease) in cash, cash equivalents, and restricted cash
—

 
—

 
(92,059
)
 
16,883

 
—

 
(75,176
)
Cash, cash equivalents, and restricted cash as of beginning of period
89

 
7

 
165,088

 
30,226

 
—

 
195,410

Cash, cash equivalents, and restricted cash as of end of period
$
89

 
$
7

 
$
73,029

 
$
47,109

 
$
—

 
$
120,234


39

 
Three Months Ended March 31, 2018
 
Parent
 
Issuer
 
Guarantors
 
Non-Guarantors
 
Eliminations
 
Total
 
(In thousands)
Net cash provided by operating activities
$
2,379

 
$
301

 
$
56,682

 
$
(9,929
)
 
$
—

 
$
49,433

Additions to property and equipment
—

 
—

 
(13,203
)
 
(7,536
)
 
—

 
(20,739
)
Net cash used in investing activities
—

 
—

 
(13,203
)
 
(7,536
)
 
—

 
(20,739
)
Proceeds from borrowing under revolving credit facility
—

 
87,100

 
7,370

 
49,032

 
—

 
143,502

Repayments of borrowings under revolving credit facility
—

 
(87,400
)
 
(10,327
)
 
(52,791
)
 
—

 
(150,518
)
Intercompany financing
—

 
—

 
(2,676
)
 
2,676

 
—

 
—

Tax payments related to share-based compensation
(2,379
)
 
—

 
—

 
—

 
—

 
(2,379
)
Net cash (used in) provided by financing activities
(2,379
)
 
(300
)
 
(5,633
)
 
(1,083
)
 
—

 
(9,395
)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
—

 
—

 
(461
)
 
1,145

 
—

 
684

Net increase (decrease) in cash, cash equivalents, and restricted cash
—

 
1

 
37,385

 
(17,403
)
 
—

 
19,983

Cash, cash equivalents, and restricted cash as of beginning of period
89

 
6

 
51,498

 
48,224

 
—

 
99,817

Cash, cash equivalents, and restricted cash as of end of period
$
89

 
$
7

 
$
88,883

 
$
30,821

 
$
—

 
$
119,800

(19) Concentration Risk
Significant merchant customers. During the twelve months ended March 31, 2019, the Company derived approximately 24% of its total revenues from ATMs placed at the locations of its top five merchant customers. The Company’s top five merchant customers, none accounting for more than 7% of total revenue for the three months ended March 31, 2019, were Co-operative Food (in the U.K.), CVS Caremark Corporation, Alimentation Couche-Tard Inc. (in the U.S. and Canada), Speedway LLC, and Walgreens Boots Alliance, Inc. Accordingly, a significant percentage of the Company’s future revenues and operating income will be dependent upon the successful continuation of its relationship with these merchants.


40

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provisions thereof. Forward-looking statements can be identified by words such as “project,” “believe,” “estimate,” “expect,” “future,” “anticipate,” “intend,” “contemplate,” “foresee,” “would,” “could,” “plan,” and similar expressions that are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on management’s current expectations and beliefs concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that are anticipated. All comments concerning the Company’s expectations for future revenues and operating results are based on its estimates for its existing operations and do not include the potential impact of any future acquisitions. The Company’s forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) and assumptions that could cause actual results to differ materially from its historical experience and present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include:
•
the Company’s financial outlook and the financial outlook of the automated teller machines and multi-function financial services kiosks (collectively, “ATMs”) industry and the continued usage of cash by consumers at rates near historical patterns;
•
the Company’s ability to respond to recent and future network and regulatory changes;
•
the Company’s ability to renew its existing merchant relationships on comparable or improved economic terms and add new merchants;
•
changes in interest rates and foreign currency rates;
•
the Company’s ability to successfully manage its existing international operations and to continue to expand internationally;
•
the Company’s ability to manage concentration risks with and changes in the mix of key customers, merchants, vendors, and service providers;
•
the Company’s ability to prevent thefts of cash and maintain adequate insurance;
•
the Company’s ability to manage cybersecurity risks and protect against cyber-attacks and manage and prevent cyber incidents, data breaches or losses, or other business disruptions;
•
the Company’s ability to respond to changes implemented by networks and how they determine interchange, scheduled and potential reductions in the amount of net interchange that it receives from global and regional debit networks due to pricing changes implemented by those networks as well as changes in how issuers route their ATM transactions over those networks;
•
the Company’s ability to provide new ATM solutions to retailers and financial institutions including the demand for any such new ATM solutions as well as its ability to place additional banks’ brands on ATMs currently deployed;
•
the Company’s ATM vault cash rental needs, including potential liquidity issues with its vault cash providers and its ability to continue to secure vault cash rental agreements in the future and once secured, on reasonable economic terms;
•
the Company’s ability to manage the risks associated with its third-party service providers failing to perform their contractual obligations;
•
the Company’s ability to renew its existing third-party service provider relationships on comparable or improved economic terms;
•
the Company’s ability to successfully implement and evolve its corporate strategy;
•
the Company’s ability to compete successfully with new and existing competitors;
•
the Company’s ability to meet the service levels required by its service level agreements with its customers;
•
the additional risks the Company is exposed to in its United Kingdom (“U.K.”) armored transport business;
•
the Company’s ability to pursue, complete, and successfully integrate acquisitions, strategic alliances, or joint ventures;
•
the impact of changes in laws, including tax laws, that could adversely affect the Company’s business and profitability;
•
the impact of, or uncertainty related to, the U.K.’s planned exit from the European Union, including any material adverse effect on the tax, tax treaty, currency, operational, legal, human, and regulatory regime and macro-economic environment to which it will be subject to as a U.K. company;
•
the Company’s ability to adequately maintain and upgrade its ATM fleet to address changes in industry standards, regulations and consumer behavior patterns;
•
the Company’s ability to retain its key employees and maintain good relations with its employees; and
•
the Company’s ability to manage the fluctuation of its operating results, including as a result of the foregoing and other risk factors included in the 2018 Form 10-K.
For additional information regarding known material factors that could cause the Company’s actual results to differ from its projected results, see: Part I. Item 1A. Risk Factors in the Company's Annual Report on Form 10-K for the year ended December 31, 2018. Readers are cautioned not to place undue reliance on forward-looking statements contained in this document, which

41

speak only as of the date of this Form 10-Q. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise.

42

Item 2. Management’s Discussion and Analysis of Financial Condition and Results   of Operations  
Overview
Cardtronics plc provides convenient automated consumer financial services through its network of automated teller machines and multi-function financial services kiosks (collectively referred to as “ATMs”). As of March 31, 2019 , we were the world’s largest ATM owner/operator, providing services to approximately 229,000 ATMs. During the three months ended March 31, 2019 ,   64% of our total revenues were derived from operations in North America (including our ATM operations in the United States ("U.S."), Canada, and Mexico), 28% of our total revenues were derived from operations in Europe and Africa (including our ATM operations in the United Kingdom ("U.K."), Ireland, Germany, Spain, and South Africa), and 8% of our total revenues were derived from operations in Australia and New Zealand. Included in our network as of March 31, 2019  were approximately 139,000  ATMs to which we provided processing only services or various forms of managed services solutions. Under a managed services arrangement, retailers, financial institutions, and ATM distributors rely on us to handle some or all of the operational aspects associated with operating and maintaining ATMs, typically in exchange for a monthly service fee, fee per transaction, or fee per service provided.
Through our network, we deliver various ATM-based financial services to cardholders and provide ATM management and ATM equipment-related services (typically under multi-year contracts) to large retail merchants, smaller retailers, financial institutions, and operators of facilities such as shopping malls, airports, and train stations. In doing so, we provide our retail and financial institution partners with a compelling automated financial services solution that helps attract and retain customers, and in turn, increases the likelihood that our ATMs will be utilized. We also own and operate electronic funds transfer (“EFT”) transaction processing platforms that provide transaction processing services to our network of ATMs, as well as to other ATMs operated under managed services arrangements. Additionally, we also provide processing services for issuers of debit cards.
We also own and operate the Allpoint network (“Allpoint”), the largest surcharge-free ATM network (based on the number of participating ATMs). Allpoint, with approximately 55,000 participating ATMs, provides surcharge-free ATM access to approximately 1,200 participating credit unions, banks, and stored-value debit card issuers that are principally located in North America. For participants, Allpoint provides scale, density, and convenience of surcharge-free ATMs that surpasses the largest banks in the U.S. In exchange, Allpoint earns either a fixed monthly fee per cardholder or a fixed fee per transaction that is paid by the participants. Allpoint includes a majority of our Company's ATMs in the U.S. and certain ATMs in the U.K., Canada, Mexico, and Australia. Allpoint also provides services to organizations that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, including general purpose, payroll, and electronic benefits transfer (“EBT”) cards. Under these programs, the issuing organizations pay us a fee per issued stored-value debit card or per transaction in return for allowing the users of those cards surcharge-free access to Allpoint’s ATM network.
For additional information related to our operations and the manner in which we derive revenues, see our Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 Form 10-K”).
Strategic Outlook
Over the past several years, we have expanded our operations and the capabilities and service offerings of our ATMs through strategic acquisitions and investments, continued to deploy ATMs in high-traffic locations under contracts with well-known retailers, and expanded our relationships with leading financial institutions through the growth of Allpoint, our surcharge-free ATM network and our bank-branding programs. We have also expanded our ATM capabilities and service offerings to financial institutions, as we are seeing increasing interest from financial institutions for outsourcing of ATM-related services due to our cost efficiency advantages and higher service levels, as well as the role that our ATMs can play in maintaining financial institutions physical presence for their customers as they reduce their physical branches. We have also expanded our capabilities and are in the process of deploying deposit-taking ATMs in certain locations within the U.S. Additionally, we have enabled 11,000 of our ATMs in the U.S. with cardless cash access and plan to enable additional ATMs with these capabilities in the future.
We have completed several acquisitions in the last seven years, including, but not limited to: (i) eight U.S. and Canada based ATM operators, expanding our ATMs in both multi-unit regional retail chains and individual merchant ATM locations in North America, (ii) Cardpoint Limited (“Cardpoint”) in August 2013, which further expanded our U.K. ATM operations and allowed us to enter into the German market, (iii) Sunwin in November 2014, which further expanded our cash-in-transit and maintenance servicing capabilities in the U.K. and allowed us to acquire and operate ATMs located at Co-op Food stores, (iv) DCPayments in January 2017, a leading ATM operator with operations in Australia, New Zealand, Canada, the U.K., and Mexico, (v) Spark in January 2017, an independent ATM deployer operating in South Africa, and (vi) various other less significant ATM asset and contract acquisitions. In addition to these ATM acquisitions, we have also made strategic acquisitions including: (i) i-design in March 2013, a Scotland-based provider and developer of marketing and advertising software and services for ATM operators, and

43
Table of Contents

(ii) CDS in July 2015, a leading independent transaction processor for ATM deployers and payment card issuers in the U.S., providing solutions to ATM sales and service organizations and financial institutions.
We will continue to expand our ATM footprint organically and launch new products and services that will allow us to further leverage our existing ATM network. We may also explore acquisitions that are deemed strategic opportunities. We see opportunities to expand our operations through the following efforts:
•
increasing the number of deployed ATMs with existing and new merchant relationships;
•
expanding our relationships with leading financial institutions;
•
working with non-traditional financial institutions and card issuers to further leverage our extensive ATM network;
•
increasing transaction levels at our existing locations;
•
developing and providing additional services at our existing ATMs;
•
pursuing additional managed services opportunities; and
•
pursuing opportunities to expand into new international markets over time.
For additional information related to each of our strategic points above, see Part I. Item 1. Business - Our Strategy in our 2018 Form 10-K.
Developing Trends and Recent Events
Reduction of physical branches by financial institutions in the U.S., the U.K., and other geographies . Due primarily to the expansion of services available through digital channels, such as online and mobile, and financial institution customers’ preferences towards these digital channels, many financial institutions have been de-emphasizing traditional physical branches. This trend toward shifting more customer transactions to online and ATMs has helped financial institutions lower their operating costs. As a result, many banks have been reducing the number of physical branches they operate. However, financial institution customers still consider convenient access to ATMs to be an important criteria for maintaining an account with a particular financial institution. The closing of physical branches generally results in a removal of the ATMs that were at the closed branch locations and may create a void in physical presence for that financial institution. This creates an opportunity for us to provide the financial institution’s customers with convenient access to ATMs and to work with the financial institutions to preserve branded or unbranded physical points of presence through our ATM network.
Increase in surcharge-free offerings in the U.S. Many U.S. national and regional financial institutions aggressively compete for market share, and part of their competitive strategy is to increase their number of customer touch points, including the establishment of an ATM network to provide convenient, surcharge-free access to cash for their cardholders. Bank-branding of ATMs and participation in surcharge-free networks allow financial institutions to rapidly increase surcharge-free ATM access for their customers at a lower cost than owning and operating ATM networks. Additionally, many financial institutions find that providing convenient and free access to ATMs is an important factor in customers establishing or maintaining an account with a particular institution. These factors have led to an increase in bank-branding and participation in surcharge-free ATM networks and we believe that there will be continued growth in such arrangements.
Managed services. While many financial institutions (and some retailers) own and operate significant ATM networks that serve as extensions of their physical branches and increase the level of service offered to their customers, large ATM networks are costly to own and operate and typically do not provide significant revenue for financial institutions or retailers. Owning and operating an ATM network is not a core competency for the majority of financial institutions and retailers; therefore, we believe there is an opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower costs and an established operating history, to contract with financial institutions and retailers to manage their ATM networks. Such an arrangement could reduce a financial institution or retailer’s operating costs while extending their customer service. Additionally, we believe there are opportunities to provide selected ATM-related services on an outsourced basis, such as transaction processing services, to other independent owners and operators of ATMs.
Growth in other automated consumer financial services. The majority of all ATM transactions in our geographies are cash withdrawals, with the remainder representing other banking functions such as balance inquiries and balance transfers. We believe that there are opportunities for a large non-bank ATM owner/operator, such as ourselves, to provide additional financial services to customers, such as deposit taking, money transfers, and stored-value debit card reload services. These additional automated consumer financial services could result in additional revenue streams for us and could ultimately result in increased profitability. However, they generally would require additional capital expenditures on our part to offer these services more broadly and would increase regulatory compliance activities. We recently commenced a plan to deploy nearly 1,000 deposit-taking ATMs in certain locations in the U.S. and may deploy additional deposit-taking ATMs in the future.

44
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Increase in usage of stored-value debit cards. In the U.S., we have seen a proliferation in the issuance and acceptance of stored-value debit cards as a means for consumers to access their cash and make routine retail purchases over the past ten years. Based on published studies, the value loaded on stored-value debit cards such as open loop network-branded money and financial services cards, payroll and benefit cards, and social security cards is expected to continue to increase in the next few years.
We believe that our network of ATMs, located in well-known retail establishments throughout the U.S., provides a convenient and cost-effective way for stored-value cardholders to access their cash and potentially conduct other financial services transactions. Furthermore, through Allpoint, we partner with financial institutions that manage stored-value debit card programs on behalf of corporate entities and governmental agencies, and we are able to provide the users of those cards convenient, surcharge-free access to their cash. We believe that the number of stored-value debit cards being issued and in circulation has increased significantly over the last several years and represents a growing portion of our total withdrawal transactions at our ATMs in the U.S.
Growth in other markets. In most regions of the world, ATMs are less common than in the U.S. and the U.K. (our two largest markets). We believe the ATM industry will grow faster in certain international markets, as the number of ATMs per capita in those markets increases and begins to approach the levels in the U.S. and the U.K. We believe there is further growth potential for non-branch ATMs in the other geographic markets in which we operate.
•
United Kingdom . The U.K. is the largest ATM market in Europe. According to LINK (which connects the ATM networks of all the U.K. ATM operators), approximately 63,000 ATMs were deployed in the U.K. as of December 2018, of which approximately 60% were operated by non-banks (inclusive of our nearly 18,000 ATMs). Electronic payment alternatives have gained popularity in the U.K. and we have seen both the number of ATM deployments and withdrawals slow in recent years. In January 2017, we expanded our operations in the U.K. through our acquisition of DCPayments. In light of recent changes to the LINK interchange rate that includes a 5% decrease that came into effect on July 1, 2018 and a second additional 5% decrease in the LINK interchange rate that came into effect on January 1, 2019, we have changed certain of our ATMs to pay-to-use, whereby we no longer receive interchange from customers' banks, but instead, the customer now pays us a convenience fee. We have also removed certain ATMs from service and have taken other measures to mitigate the impact of the LINK interchange reduction. For additional information, see Decrease in interchange rates below. We believe there are emerging opportunities with financial institutions in this market to outsource certain components of their ATM operations and we are actively working to grow our offerings for such services.
•
Germany .  There are approximately 58,000 ATMs in Germany that are largely deployed in bank branch locations. The top four independent ATM deployers account for less than 10% of the market as of December 31, 2018. Cardtronics entered the German market in August 2013 through the acquisition of Cardpoint. Cardtronics is presently the largest independent ATM deployer in Germany with approximately 1,600 ATMs. The German ATM market is highly fragmented and may be under-deployed, based on its population’s high use of cash relative to other markets in which we operate, such as the U.S. and the U.K. As a result, this fragmented and potentially under-deployed ATM market is attractive to us and we believe there are a number of opportunities for growth in this market. We have recently expanded our ATM count in this market by adding new ATMs with new retail partners. Additionally, we have now partnered with Postbank to provide free-to-use access to their customers at our ATMs.
•
Canada .  We entered the Canadian market in October 2011, and in January 2017, we significantly expanded our operations in Canada through our acquisition of DCPayments. We expect to continue to grow our number of ATM locations in this market. We currently operate approximately 11,000 ATMs in this market and estimate that there are currently approximately 70,000 ATMs in total in the Canadian market. Our recent organic growth in this market has been primarily through a combination of new merchant and financial institution partners. As we continue to expand our footprint in Canada, we plan to seek additional partnerships with financial institutions to implement bank-branding and other financial services, similar to our bank-branding and surcharge-free strategy in the U.S. 
•
Mexico . There are approximately 50,000 ATMs operating in Mexico, most of which are owned by national and regional financial institutions. We currently operate approximately 1,000 ATMs in Mexico and plan to selectively pursue growth opportunities with retailers and financial institutions in the region.
•
Spain. In October 2016, we launched our business in Spain, joining a top Spain ATM network and signing agreements to provide ATMs at multiple retail chains. Spain’s market has approximately 51,000 ATMs, of which we currently operate a very small portion. We plan to continue to grow in this market through additional merchant and financial institution relationships.
•
Australia and New Zealand . In January 2017, in connection with our acquisition of DCPayments, we expanded operations into Australia and New Zealand. The Australia and New Zealand ATM market has contracted recently responsive to the

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removal of surcharge fees by the major banks to non-customers at their ATMs. The Australian and New Zealand ATM market is comprised of approximately 35,000 ATMs and we are the largest independent ATM deployer in this region with approximately 9,000 ATMs. For further information regarding the removal of surcharge fees, see Australia market changes and asset impairment below. We believe there are opportunities for longer-term growth in Australia, which would likely include expansion of services to financial institutions in this market.
•
South Africa .  In January 2017, in connection with our acquisition of Spark, we obtained operations in South Africa. Spark is a leading independent ATM operator in South Africa, and we have recently grown in this market by expanding the number of ATMs we operate. We expect to continue to grow in this market with retailers and financial institutions. We operate approximately 3,600 ATMs in South Africa and estimate that this market has approximately 34,000 ATMs in total.
Increase in surcharge rates. As financial institutions increase the surcharge rates charged to non-customers for the use of their ATMs, it enables us to increase the surcharge rates charged on our ATMs in selected markets. We also believe that higher surcharge rates in the market make our surcharge-free offerings more attractive to consumers and other financial institutions.
Decrease in interchange rates. The interchange rates paid to independent ATM deployers, such as ourselves, are in some cases set by the various EFT networks and major interbank networks through which the transactions conducted on our ATMs are routed. In past years, certain networks have reduced the net interchange rates paid to ATM deployers for ATM transactions in the U.S. by reducing the transaction rates charged to financial institutions and increasing per transaction fees charged by the networks to ATM operators. In addition to the impact of the net interchange rate decrease, we saw certain financial institutions migrate their volume away from some networks to take advantage of the lower pricing offered by other networks, resulting in lower net interchange rates per transaction realized by us. If financial institutions move to take further advantage of lower interchange rates, or if networks reduce the interchange rates they currently pay to ATM deployers or increase their network fees, our future revenues and gross profits could be negatively impacted. We have taken measures to mitigate our exposure to interchange rate reductions by networks, including, but not limited to: (i) where possible, routing transactions through a preferred network such as Allpoint, where we have influence over the per transaction rate, (ii) negotiating directly with our financial institution partners for contractual interchange rates on transactions involving their customers, (iii) developing contractual protection from such rate changes in our agreements with merchants and financial institution partners, and (iv) negotiating pricing directly with certain networks. During the three months ended March 31, 2019 , 18.3% , 11.4% , and 0.4% of our total ATM operating revenues were derived from interchange fees in Europe & Africa, North America, and Australia & New Zealand, respectively. A portion of these revenues are subject to pricing changes that we may be unable to offset through lower payments to merchants.
Interchange rates in the U.K. are primarily set by LINK, the U.K.’s major interbank ATM network. LINK has historically set these rates annually using a cost-based methodology that incorporates ATM service costs from two years prior (i.e., operating costs from 2017 are considered for determining the 2019 interchange rate). In addition to LINK transactions, certain card issuers in the U.K. have issued cards that are not affiliated with the LINK network, and instead carry the Visa or MasterCard network brands. In recent years, transactions conducted on our ATMs from these cards have totaled approximately 3% of our annual withdrawal transactions in the U.K. For these transactions, we receive interchange revenues based on rates that are set by Visa or MasterCard, respectively. The interchange rates set by Visa and MasterCard have historically been less than the rates that have been established by LINK. In July 2018, the LINK interchange rate was reduced by 5% and an additional 5% rate reduction commenced on January 1, 2019. There are no further scheduled rate reductions at this time, but the impact of the recent rate reductions has recently adversely impacted our revenues and profits in the U.K. We continue to evaluate and assess the impact of interchange rate decreases on our U.K. business and have taken certain actions and may continue to take additional actions to mitigate the impact of the current and potential future price reductions. Mitigating measures have included, and in the future may include additional, removal of lower profitability sites, contract renegotiations with certain merchants, conversion of certain ATMs to a direct-charge to the consumer model, and other strategies. The first 5% rate reduction occurred on July 1, 2018 and it adversely impacted our U.K. profits by approximately $8 million, when taken together with other rate reductions in 2018. The second 5% decrease in the LINK interchange rate occurred January 1, 2019. On an unmitigated basis, we expect that these rate reductions will adversely impact our operating income by approximately $19 million in 2019. Should there be any additional significant change in LINK scheme or its membership, our U.K. revenues and profits could be more adversely impacted.
Withdrawal transaction and revenue trends - U.S. Many financial institutions are shifting traditional teller based transactions to online activities and ATMs to reduce their operating costs. Additionally, many financial institutions are reducing the number of branches they own and operate in order to lower their operating costs. As a result of these current trends, we believe there has been increasing demand for automated banking solutions, such as ATMs. Bank-branding of our ATMs and participation in our surcharge-free ATM network allow financial institutions to rapidly increase and maintain surcharge-free ATM access for their customers at a substantially lower cost than owning and operating an ATM network themselves. We believe there is continued opportunity for a large non-bank ATM owner/operator, such as ourselves, with lower costs and an established operating history,

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to contract with financial institutions and retailers to manage their ATM networks. Such an arrangement could reduce a financial institution’s operating costs while extending its customer service. Furthermore, we believe there are opportunities to provide selected services on an outsourced basis, such as transaction processing services, to other independent owners and operators of ATMs. Over the last several years, we have seen increased participation in Allpoint, our surcharge-free network, and growth in bank-branding and managed services. We believe that there will be continued growth in all three areas.
U.S. same-store cash withdrawal transactions during the quarter ended March 31, 2019 increased approximately 2% from the same period in 2018. These same-store results were impacted by a number of factors and the discrete impact of each factor is difficult to precisely estimate. Growth in Allpoint and bank-branding transactions has positively impacted the same-store growth rate, driven by the expansion in the number of ATMs in Allpoint, growth in the number of financial institutions participating in Allpoint and branding our ATMs, and increased marketing efforts to existing Allpoint participants.
7-Eleven U.S. relationship .  The Company had a long standing relationship with 7-Eleven in the U.S. that ended during the quarter ended March 31, 2018. In previous periods, this relationship accounted for a material portion of the Company’s consolidated revenues and profits. The Company began a transition to 7-Eleven’s new service provider during the third quarter of 2017 that was completed in February 2018. 7-Eleven in the U.S. accounted for less than 1% of total revenues in 2018, all of which was earned in the first quarter of 2018.
Withdrawal transaction and revenue trends - U.K. Historically, the majority of our ATMs in the U.K. have been free-to-use ATMs, meaning the transaction is free to the consumer and we earn an interchange rate paid by the customer’s bank. We also operate surcharging or pay-to-use ATMs, which are now increasing in the market and in our ATM estate due to the LINK interchange rate reduction discussed above. During the three months ended March 31, 2019, same-store cash withdrawal transactions at our ATMs in the U.K were approximately flat compared to the same period in 2018. We believe the growth rate was adversely impacted by changes in consumer payments behavior, where consumers are conducting more tap and pay transactions for small payments at retailers, offset by a decreased number of ATMs in the market.
Australia market changes and asset impairment .  In late September 2017, Australia’s four largest banks, Commonwealth Bank of Australia (“CBA”), Australia and New Zealand Banking Group Limited (“ANZ”), Westpac Banking Corporation (“Westpac”), and National Australia Bank (“NAB”), each separately announced decisions to remove all direct charges (or "surcharges") to all users on domestic ATM transactions completed at their respective ATM networks, effectively creating a free-to-use network of ATMs that did not exist previously. Collectively, these four banks account for approximately one third of the total ATMs in Australia. CBA removed the direct charges in late September 2017, and Westpac, ANZ, and NAB removed the direct charges soon thereafter in October 2017. During the three months ended September 30, 2017, we performed qualitative and quantitative analysis and recognized an impairment of our Australia and New Zealand reporting unit in response to expected revenue and profit declines in this market following the banks’ removal of the direct charges.
Australia has historically been a direct charge ATM market, where cardholders have paid a fee (or "surcharge") to the operator of an ATM for each transaction, unless the ATM where the transaction was completed was part of the cardholder’s issuing bank ATM network. There is no broad interchange arrangement in Australia between card issuers and ATM operators to compensate the ATM operator for its service to a financial institution’s cardholder in absence of the direct charge being levied to the cardholders. During the three months ended March 31, 2019, approximately 79% of the Company’s revenues in Australia were sourced from direct charges paid by cardholders. Consequently, the actions taken by the largest banks in Australia in 2017 have resulted in a significant increase in the availability of free-to-use ATMs and could, in the future, result in a significant decrease in our revenues. While the direct impact we have experienced has been limited to date, the ultimate impact of this action could increase over time as consumers’ behavior patterns change as a result of the introduction of a free-to-use network in Australia that did not previously exist. 
Alternative payment options . We face indirect competition from alternative payment options, including card-based and mobile phone-based contactless payment technology in all of our markets. Australia and the U.K. have reported increasing rates of contactless payment use. Prior to our acquisition of DCPayments and since our ownership of the Australian component of the business, we have observed declines in transactions at Australian ATMs, as cash-based payments have declined as a percentage of total payments in recent years, with growth in contactless payments appearing to be the primary driver of the decline. Several banks in the U.S. have recently issued contactless cards to their customers, enabling an additional payment choice for U.S. consumers. U.S. consumer adoption of this new payment choice could impact our transactions in the future in the U.S.
Capital investments.  Our capital investments in 2017 and 2016 included significant expenditures to upgrade and replace ATMs at certain locations in response to certain changes in network operating rules.  In 2018, a limited number of ATMs were purchased due to the availability of ATMs removed from 7-Eleven locations. Our capital spending in 2019 will be driven by the following: (i) our strategic initiatives to enhance the consumer experience at our ATMs and drive transaction growth, (ii) certain software

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and hardware enhancements required to facilitate our strategic initiatives, enhance security, and retain the necessary support, (iii) other compliance related matters including terminal upgrades required due to polymer note introductions, (iv) long-term renewals of existing merchant contracts, (v) growth opportunities across our enterprise, and (vi) investments in the infrastructure of our business, including the implementation of an enterprise resource planning (“ERP”) system.
U.K. planned exit from the European Union (“Brexit”). On March 29, 2017, the U.K. government officially triggered Article 50 of the Treaty on the European Union ("EU"), which commenced the process for the U.K. to exit the EU. The U.K. was originally scheduled to exit the European Union on March 29, 2019, subject to a transition period extending through December 2020. However, as of March 29, 2019, the British Parliament had not approved the withdrawal agreement that had been negotiated by representatives of the British government and the European Union. On April 10, 2019, prior to the end of an initial two week extension, the EU extended the deadline for the U.K. to approve the negotiated withdrawl agreement to October 31, 2019. Given the delay, there remains considerable uncertainty associated with the timing and terms of the withdrawal. Failure to obtain parliamentary approval of the negotiated withdrawal agreement would mean that the U.K. would leave the European Union with no agreement (a so-called “hard Brexit”). Although the ultimate impact of Brexit on our business is unknown, we continue to monitor the negotiation of a withdrawal agreement and of a future relationship between the European Union and the U.K.
Dynamic Currency Conversion ("DCC"). On September 27, 2018, Visa notified its members that it will allow DCC on international ATM transactions globally effective April 13, 2019. We expect that this rule change will allow us to expand our DCC offerings and enable additional revenue opportunities in certain of our markets. On March 19, 2019, the European Parliament adopted Regulation 2019/518 applicable to DCC charges. The additional transparency and price comparability requirements on DCC transactions are effective from April 2020. Our DCC revenues currently account for less than 3% our total revenues, the majority of which is derived from our U.K. operations. With the timing of Brexit delayed, we are uncertain, at this time, if this new proposed regulation will have any significant impact on our revenues. Regardless of the outcome of Brexit and whether the U.K. adopts the European Unions proposed regulations, we do not believe this regulation will have a material impact on our revenues based on our current operations and the intended purpose of the proposed regulations.
Restructuring Expenses.   During 2017, we initiated a global corporate reorganization and cost reduction initiative (the “Restructuring Plan”), intended to improve our cost structure and operating efficiency. The Restructuring Plan included workforce reductions, facilities closures, contract terminations, and other cost reduction measures. During the year ended December 31, 2018, we incurred $6.6 million of pre-tax expenses in an effort to continue our cost reduction initiative. These costs consisted of employee severance, and to a lesser extent exit costs related to certain facilities. 
Next generation bank note upgrade in Australia.  Next generation bank notes are in the process of being introduced by the Reserve Bank of Australia. The new $5 note was introduced on September 1, 2016, and the new $50 note, the most widely disseminated note in Australia, was introduced on October 18, 2018. The new $20 note and $100 note are expected to be issued in October 2019 and 2020, respectively . The introduction of these next generation bank notes has required upgrades to software and physical ATM components on our ATMs in Australia.
U.S. Tax Reform .  On December 22, 2017, House of Representatives 1 (“H.R. 1”), originally known as the Tax Cuts and Jobs Act (“U.S. Tax Reform”) was enacted and signed into legislation. In accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP” or “GAAP”), the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. As a result of this legislation, during the three months ended December 31, 2017, we provisionally recognized one-time net tax benefits totaling $11.6 million. In accordance with SEC Accounting Bulletin No.118 during 2018, we reduced the estimated one-time tax related to U.S. Tax Reform by $0.4 million and completed our accounting for the tax effects of this change in law.
Acquisitions.  On January 6, 2017, we completed the acquisition of DCPayments, a leading operator of approximately 25,000 ATMs with operations in Australia, New Zealand, Canada, the U.K., and Mexico. On January 31, 2017, we completed the acquisition of Spark, an independent ATM operator in South Africa, with a growing network of approximately 2,300 ATMs. The agreed purchase consideration for Spark included initial cash consideration, paid at closing, and potential additional contingent consideration. The additional purchase consideration is contingent upon Spark achieving certain agreed upon earnings targets in 2019 and 2020 to be paid in 2020 and 2021, respectively.  
Cybersecurity trends . We electronically process and transmit cardholder information as part of our transaction processing services. Companies that process and transmit cardholder information, such as ours, have been specifically and increasingly targeted in recent years by sophisticated criminal organizations in an effort to obtain information and utilize it for fraudulent transactions. Additionally, the risk of unauthorized circumvention of system controls has been heightened by advances in computer capabilities and increasing sophistication of hackers. We take a risk-based approach to cybersecurity, and in recognition of the growing threat within our industry and the general marketplace, we proactively make strategic investments in our security

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infrastructure, technical and procedural controls, and regulatory compliance activities. We also apply the knowledge gained through industry and government organizations to continuously improve our technology, processes and services to detect, mitigate and protect our information. Cybersecurity and the effectiveness of our cybersecurity strategy are regular topics of discussion at Board meetings. We expect to continue to focus attention and resources on our security protection protocols, including repairing any system damage and deploying additional personnel, as well as protecting against any potential reputational harm. The cost to remediate any damages to our information technology systems suffered as a result of a cyber-attack could be significant. 
Factors Impacting Comparability Between Periods
•
Foreign currency exchange rates . Our reported financial results are subject to fluctuations in foreign currency exchange rates. We estimate that the year-over-year fluctuation of the currencies in the markets in which we operate relative to the U.S. dollar caused our reported total revenues to be lower by approximately $11.2 million or 3.5% during the three months ended March 31, 2019 . 
•
7-Eleven ATM removal. The 7-Eleven ATM placement agreement in the U.S. expired in July 2017, and all ATM operations in the U.S. were transitioned to the new service provider by the end of February 2018. 7-Eleven in the U.S accounted for $5.4 million, or less than 2% of total revenues during the three months ended March 31, 2018.


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Results of Operations
The following Consolidated Statements of Operations reflects each line as a percentage of total revenues for the periods indicated. Percentages may not add due to rounding.
 
Three months ended March 31,
 
2019
 
2018
 
(In thousands, excluding percentages)
Revenues:
 
 
 
 
 
 
 
ATM operating revenues
$
302,602

 
95.1
 %
 
$
319,731

 
95.1
 %
ATM product sales and other revenues
15,668

 
4.9

 
16,453

 
4.9

Total revenues
318,270

 
100.0

 
336,184

 
100.0

Cost of revenues:
 
 
 
 
 
 
 
Cost of ATM operating revenues (1)
206,158

 
64.8

 
215,490

 
64.1

Cost of ATM product sales and other revenues
11,925

 
3.7

 
12,762

 
3.8

Total cost of revenues
218,083

 
68.5

 
228,252

 
67.9

Operating expenses:
 
 
 
 
 
 
 
Selling, general, and administrative expenses (2)
43,660

 
13.7

 
41,740

 
12.4

Restructuring expenses
—

 
—

 
2,413

 
0.7

Acquisition related expenses
—

 
—

 
1,720

 
0.5

Depreciation and accretion expense
32,973

 
10.4

 
31,042

 
9.2

Amortization of intangible assets
12,412

 
3.9

 
13,771

 
4.1

Loss on disposal and impairment of assets
968

 
0.3

 
5,420

 
1.6

Total operating expenses
90,013

 
28.3

 
96,106

 
28.6

Income from operations
10,174

 
3.2

 
11,826

 
3.5

Other expenses:
 
 
 
 
 
 
 
Interest expense, net
6,643

 
2.1

 
9,174

 
2.7

Amortization of deferred financing costs and note discount
3,292

 
1.0

 
3,308

 
1.0

Other (income) expense
(7,207
)
 
(2.3
)
 
2,160

 
0.6

Total other expenses
2,728

 
0.9

 
14,642

 
4.4

   Income (loss) before income taxes
7,446

 
2.3

 
(2,816
)
 
(0.8
)
Income tax expense (benefit)
3,129

 
1.0

 
(31
)
 
—

Net income (loss)
4,317

 
1.4

 
(2,785
)
 
(0.8
)
Net loss attributable to noncontrolling interests
(2
)
 
—

 
(17
)
 
—

Net income (loss) attributable to controlling interests and available to common shareholders
$
4,319

 
1.4
 %
 
$
(2,768
)
 
(0.8
)%

(1)
Excludes effects of depreciation, accretion, and amortization of intangible assets of $37.0 million and $37.1 million for the three months ended March 31, 2019 and 2018 , respectively. See Item 1. Financial Statements,   Note 1. General and Basis of Presentation – (c) Cost of ATM Operating Revenues Presentation . The inclusion of this depreciation, accretion, and amortization of intangible assets in Cost of ATM operating revenues would have increased our Cost of ATM operating revenues as a percentage of total revenues by 11.6% and 11.0% for the three months ended March 31, 2019 and 2018 , respectively.
(2)
Includes share-based compensation expense of $4.2 million and $2.4 million  for the three months ended March 31, 2019 and 2018 , respectively .

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Key Operating Metrics
The following table reflects certain key measures that gauge our operating performance for the periods indicated:
 
 
Three Months Ended March 31,
 
 
2019
 
% Change
 
2018
Average number of transacting ATMs:
 
 
 
 
 
 
North America
 
43,240

 
(5.4
)%
 
45,726

Europe & Africa
 
23,755

 
(6.1
)
 
25,291

Australia & New Zealand
 
7,936

 
(3.8
)
 
8,249

Total Company-owned
 
74,931

 
(5.5
)
 
79,266

North America
 
13,718

 
(3.7
)
 
14,238

Europe & Africa
 
225

 
(25.0
)
 
300

Australia & New Zealand
 
103

 
—

 
103

Total Merchant-owned
 
14,046

 
(4.1
)
 
14,641

Average number of transacting ATMs – ATM operations
 
88,977

 
(5.2
)
 
93,907

 
 
 
 
 
 
 
Managed Services and Processing:
 
 

 


 
 

North America
 
136,725

 
3.1

 
132,571

Australia & New Zealand
 
1,483

 
(26.4
)
 
2,014

Average number of transacting ATMs – Managed services and processing
 
138,208

 
2.7

 
134,585

 
 
 
 
 
 
 
  Total average number of transacting ATMs
 
227,185

 
(0.6
)
 
228,492

 
 
 
 
 
 
 
Total transactions (in thousands):
 
 

 


 
 

ATM operations
 
304,860

 
(5.0
)
 
320,956

Managed services and processing, net
 
278,056

 
2.1

 
272,470

Total transactions
 
582,916

 
(1.8
)
 
593,426

 
 
 
 
 
 
 
Total cash withdrawal transactions (in thousands):
 
 
 


 
 
ATM operations
 
201,012

 
(2.3
)
 
205,833

 
 
 
 
 
 
 
Per ATM per month amounts (excludes managed services and processing):
 
 
 


 
 
Cash withdrawal transactions
 
753

 
3.0

 
731

 
 
 
 
 
 
 
ATM operating revenues (1)
 
$
1,056

 
1.0
 %
 
$
1,046

Cost of ATM operating revenues (1) (2)  
 
732

 
0.8

 
726

ATM adjusted operating gross profit (1) (2)  
 
$
324

 
1.3
 %
 
$
320

 
 
 
 
 
 
 
ATM adjusted operating gross profit margin
 
30.7
%
 
 
 
30.6
%
(1)
ATM operating revenues and Cost of ATM operating revenues relating to managed services,  processing, ATM equipment sales, and other ATM-related services are not included in this calculation.
(2)
Amounts presented exclude the effect of depreciation, accretion, and amortization of intangible assets, which is reported separately in the accompanying Consolidated Statements of Operations. For additional information, see Item 1. Financial Statements,   Note 1. General and Basis of Presentation – (c) Cost of ATM Operating Revenues Presentation .


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Revenues
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
(In thousands, excluding percentages)
North America
 
 
 
 
 
ATM operating revenues
$
191,046

 
$
195,747

 
(2.4
)%
ATM product sales and other revenues
13,202

 
14,132

 
(6.6
)
North America total revenues
204,248

 
209,879

 
(2.7
)
Europe & Africa
 
 
 
 
 
ATM operating revenues
88,678

 
96,182

 
(7.8
)
ATM product sales and other revenues
2,247

 
2,263

 
(0.7
)
Europe & Africa total revenues
90,925

 
98,445

 
(7.6
)
Australia & New Zealand
 
 
 
 
 
ATM operating revenues
25,791

 
30,638

 
(15.8
)
ATM product sales and other revenues
219

 
58

 
277.6

Australia & New Zealand total revenues
26,010

 
30,696

 
(15.3
)
 
 
 
 
 
 
Eliminations
(2,913
)
 
(2,836
)
 
2.7

 
 
 
 
 
 
Total ATM operating revenues
302,602

 
319,731

 
(5.4
)
Total ATM product sales and other revenues
15,668

 
16,453

 
(4.8
)
Total revenues
$
318,270

 
$
336,184

 
(5.3
)%
Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018
ATM operating revenues.  ATM   operating revenues during the three months ended March 31, 2019   decreased   $ 17.1  million, or 5.4% , compared to the same period of 2018 . The decrease in ATM operating revenues was  primarily attributable to the two decreases in the LINK interchange rate in the U.K. that came into effect on July 1, 2018 and January 1, 2019 as well as termination of the 7-Eleven contract in the U.S. and the removal of ATM's at 7-Eleven locations that contributed approximately $5.4 million in ATM operating revenues in the first two months of 2018. The decrease in ATM operating revenues was also attributable to foreign currency exchange rate movements impacting the results of our Europe & Africa and Australia & New Zealand segments.

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The following table details, by segment, the changes in the various components of ATM operating revenues:
 
Three Months Ended March 31,
 
2019
 
2018
 
Change
 
% Change
 
(In thousands, excluding percentages)
North America
 
 
 
 
 
 
 
Surcharge revenues
$
85,110

 
$
89,115

 
$
(4,005
)
 
(4.5
)%
Interchange revenues
34,379

 
35,819

 
(1,440
)
 
(4.0
)
Bank-branding and surcharge-free network revenues
45,873

 
44,447

 
1,426

 
3.2

Managed services revenues
12,396

 
12,553

 
(157
)
 
(1.3
)
Other revenues
13,288

 
13,813

 
(525
)
 
(3.8
)
North America total ATM operating revenues
191,046

 
195,747

 
(4,701
)
 
(2.4
)
Europe & Africa
 
 
 
 
 
 
 
Surcharge revenues
31,045

 
26,169

 
4,876

 
18.6

Interchange revenues
55,308

 
67,458

 
(12,150
)
 
(18.0
)
Other revenues
2,325

 
2,555

 
(230
)
 
(9.0
)
Europe & Africa total ATM operating revenues
88,678

 
96,182

 
(7,504
)
 
(7.8
)
Australia & New Zealand
 
 
 
 
 
 
 
Surcharge revenues
20,668

 
24,070

 
(3,402
)
 
(14.1
)
Interchange revenues
1,303

 
1,126

 
177

 
15.7

Managed services revenues
2,711

 
4,179

 
(1,468
)
 
(35.1
)
Other revenues
1,109

 
1,263

 
(154
)
 
(12.2
)
Australia & New Zealand total ATM operating revenues
25,791

 
30,638

 
(4,847
)
 
(15.8
)
Eliminations
(2,913
)
 
(2,836
)
 
(77
)
 
2.7

Total ATM operating revenues
$
302,602

 
$
319,731

 
$
(17,129
)
 
(5.4
)%
North America.  For the three months ended March 31, 2019 , our ATM operating revenues in our North America segment decreased $ 4.7 million, or 2.4% , compared to the same period of 2018 . The decrease was primarily attributable to the termination of the 7-Eleven contract in the U.S. and the removal of ATM's at 7-Eleven locations that contributed approximately $5.4 million in ATM operating revenues in the first two months of 2018. The decrease attributable to the loss of the 7-Eleven relationship was partially offset by revenue growth in the rest of the U.S. as a result of growth in same-store transactions, surcharge-free network and bank-branding revenues.
Europe & Africa.  For the three months ended March 31, 2019 , our ATM operating revenues in our Europe & Africa segment decreased $ 7.5 million, or 7.8% , compared to the same period of 2018 . Our ATM operating revenues would have been higher by approximately $ 6.6 million for the three months ended March 31, 2019 , absent the foreign currency exchange rate movements. Adjusted for foreign currency movements, ATM operating revenues decreased 0.9% impacted by the two 5% decreases in the LINK interchange rate in the U.K. that came into effect on July 1, 2018 and January 1, 2019, as well as fewer transacting ATMs. The revenue decline in the U.K. was largely offset by an increase in the number of transacting ATMs from new ATM placement agreements in South Africa, Germany, Spain, and Ireland. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below.
Australia & New Zealand.  For the three months ended March 31, 2019 , our ATM operating revenues in our Australia & New Zealand segment decreased $ 4.8 million, or 15.8% , compared to the same period of 2018 . Our ATM operating revenues would have been higher by $ 2.7 million for the three months ended March 31, 2019 , absent the foreign currency exchange rate movements. Adjusted for foreign currency movements, ATM operating revenues decreased 7.1% primarily due to a decline in the number of transacting ATMs and fewer transactions per ATM.
ATM product sales and other revenues . For the three months ended March 31, 2019 , our ATM product sales and other revenues decreased 4.8% compared to the same period of 2018 . The decrease was primarily related to lower equipment sales in our North America segment.


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Cost of Revenues (exclusive of depreciation, accretion, and amortization of intangible assets)
 
 
Three Months Ended March 31,
 
 
2019
 
2018
 
% Change
 
(In thousands, excluding percentages)
North America
 
 
 
 
 
 
Cost of ATM operating revenues
 
$
127,150

 
$
133,867

 
(5.0
)%
Cost of ATM product sales and other revenues
 
10,758

 
11,522

 
(6.6
)
North America total cost of revenue
 
137,908

 
145,389

 
(5.1
)
Europe & Africa
 
 
 
 
 
 
Cost of ATM operating revenues
 
62,553

 
61,635

 
1.5

Cost of ATM product sales and other revenues
 
856

 
896

 
(4.6
)
Europe & Africa total cost of revenues
 
63,409

 
62,531

 
1.4

Australia & New Zealand
 
 
 
 
 
 
Cost of ATM operating revenues
 
19,050

 
22,597

 
(15.7
)
Cost of ATM product sales and other revenues
 
311

 
344

 
(9.6
)
Australia & New Zealand total cost of revenues
 
19,361

 
22,941

 
(15.6
)
Corporate total cost of revenues
 
261

 
84

 
210.7

 
 
 
 
 
 
 
Eliminations
 
(2,856
)
 
(2,693
)
 
6.1

 
 
 
 
 
 
 
Cost of ATM operating revenues
 
206,158

 
215,490

 
(4.3
)
Cost of ATM product sales and other revenues
 
11,925

 
12,762

 
(6.6
)
Total cost of revenues
 
$
218,083

 
$
228,252

 
(4.5
)%
Three Months Ended March 31, 2019 Compared to Three Months Ended March 31, 2018
Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets). Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) during the three months ended March 31, 2019 decreased $ 9.3 million, or 4.3% , compared to the same period of 2018 . The decrease was attributable to removal of ATMs in the 7-Eleven locations in the U.S. and improved operational efficiency, in part as a result of our restructuring activities. Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) also declined as a result of foreign currency exchange rate movements impacting the results of our Europe & Africa and Australia & New Zealand segments and the decrease in ATM operating revenue associated with the two 5% decreases in the LINK interchange rate in the U.K. that came into effect on July 1, 2018 and on January 1, 2019 and resulted in lower merchant commissions, offset by an increase in other costs due to a $3.9 million reduction in our U.K. business rates (property taxes) on ATMs during the three months ended March 31, 2018.

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The following table details, by segment, the changes in the various components of Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets):
 
Three Months Ended March 31,
 
2019
 
2018
 
Change
 
% Change
 
(In thousands, excluding percentages)
North America
 
 
 
 
 
 
 
Merchant commissions
$
62,250

 
$
66,583

 
$
(4,333
)
 
(6.5
)%
Vault cash rental
12,239

 
12,482

 
(243
)
 
(1.9
)
Other costs of cash
15,616

 
16,098

 
(482
)
 
(3.0
)
Repairs and maintenance
12,453

 
10,758

 
1,695

 
15.8

Communications
3,718

 
4,158

 
(440
)
 
(10.6
)
Transaction processing
1,410

 
1,599

 
(189
)
 
(11.8
)
Employee costs
7,574

 
8,870

 
(1,296
)
 
(14.6
)
Other expenses
11,890

 
13,319

 
(1,429
)
 
(10.7
)
North America total cost of ATM operating revenues
127,150

 
133,867

 
(6,717
)
 
(5.0
)
Europe & Africa
 
 
 
 
 
 


Merchant commissions
23,428

 
25,767

 
(2,339
)
 
(9.1
)
Vault cash rental
3,599

 
3,418

 
181

 
5.3

Other costs of cash
5,881

 
6,613

 
(732
)
 
(11.1
)
Repairs and maintenance
4,106

 
4,020

 
86

 
2.1

Communications
2,975

 
3,396

 
(421
)
 
(12.4
)
Transaction processing
5,452

 
5,128

 
324

 
6.3

Employee costs
10,990

 
11,132

 
(142
)
 
(1.3
)
Other expenses
6,122

 
2,161

 
3,961

 
183.3

Europe & Africa total cost of ATM operating revenues
62,553

 
61,635

 
918

 
1.5

Australia & New Zealand
 
 
 
 
 
 


Merchant commissions
10,242

 
12,628

 
(2,386
)
 
(18.9
)
Vault cash rental
2,029

 
2,268

 
(239
)
 
(10.5
)
Other costs of cash
1,812

 
1,940

 
(128
)
 
(6.6
)
Repairs and maintenance
1,991

 
2,500

 
(509
)
 
(20.4
)
Communications
752

 
997

 
(245
)
 
(24.6
)
Transaction processing
514

 
677

 
(163
)
 
(24.1
)
Employee costs
1,209

 
1,333

 
(124
)
 
(9.3
)
Other expenses
501

 
254

 
247

 
97.2

Australia & New Zealand total cost of ATM operating revenues
19,050

 
22,597

 
(3,547
)
 
(15.7
)
Corporate
261

 
84

 
177

 
210.7

Eliminations
(2,856
)
 
(2,693
)
 
(163
)
 
6.1

Total cost of ATM operating revenues
$
206,158

 
$
215,490

 
$
(9,332
)
 
(4.3
)%
North America. For the three months ended March 31, 2019 , our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) in our North America segment decreased $ 6.7 million , or 5.0 %, compared to the same period of 2018 . The decrease was primarily attributable to the decline in ATM operating revenues associated with the removal of ATMs in the 7-Eleven locations in the U.S and improved operational efficiency, in part as a result of our restructuring activities reflected in employee costs offset by an increase in repairs and maintenance costs.
Europe & Africa.  For the three months ended March 31, 2019 , our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) in our Europe & Africa segment increased by $0.9 million , or 1.5 %, compared to the same period of 2018 . Excluding foreign currency exchange rate movements, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) increased 9% due to higher transaction processing costs compared

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to the same period of 2018 and a $3.9 million reduction in our U.K. business rates (property taxes) on ATMs during the three months ended March 31, 2018.
Australia & New Zealand. For the three months ended March 31, 2019 , our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) in our Australia & New Zealand segment decreased $ 3.5 million , or 15.7 %, compared to the same period of 2018 primarily due to the decrease in ATM operating revenues and the impact of currency translation. For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below.
Cost of ATM product sales and other revenues. For the three months ended March 31, 2019 , our cost of ATM product sales and other revenues decreased 6.6 % from the same period of 2018 which is directionally consistent with the decrease in revenue from ATM product sales primarily in North America.
Selling, General, and Administrative Expenses
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
(In thousands, excluding percentages)
Selling, general, and administrative expenses
$
39,437

 
$
39,378

 
0.1
%
Share-based compensation expense
4,223

 
2,362

 
78.8

Total selling, general, and administrative expenses
$
43,660

 
$
41,740

 
4.6
%
 
 
 
 
 
 
Percentage of total revenues:
 
 
 
 
 
Selling, general, and administrative expenses
12.4
%
 
11.7
%
 
 
Share-based compensation expense
1.3

 
0.7

 
 
Total selling, general, and administrative expenses
13.7
%
 
12.4
%
 
 
Selling, general, and administrative expenses (“SG&A expenses”), excluding   share-based compensation expense. For the three months ended March 31, 2019 , SG&A expenses, excluding share-based compensation expense, remained relatively flat compared to the same period of 2018 .
Share-based compensation expense. For the three months ended March 31, 2019 , our share-based compensation expense increased $1.9 million compared to the same period of 2018 attributable to the amount and timing of share-based payment awards, net of forfeitures, compared to the same period of 2018 .  For additional information related to share-based compensation expense, see Item 1. Financial Statements,   Note 4. Share-based Compensation .
Restructuring Expenses
During 2017, we initiated a global corporate reorganization and cost reduction initiative (the “Restructuring Plan”), intended to improve our cost structure and operating efficiency. The Restructuring Plan included workforce reductions, facilities closures, contract terminations, and other cost reduction measures. During the three months ended March 31, 2018 , we implemented additional workforce reductions in an effort to continue our cost reduction initiative and thereby improve our cost structure and operating efficiency. For additional information, see Item 1. Financial Statements,   Note 1. General and Basis of Presentation – (d) Restructuring Expenses.
Acquisition related Expenses
Acquisition related expenses. For the three months ended March 31, 2018 , acquisition related expenses totaled $1.7 million and included employee severance costs and lease termination costs related to certain DCPayments operations.

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Depreciation and Accretion Expense
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
(In thousands, excluding percentages)
Depreciation and accretion expense
$
32,973

 
$
31,042

 
6.2
%
 
 
 
 
 
 
Percentage of total revenues
10.4
%
 
9.2
%
 
 
Depreciation and accretion expense. For the three months ended March 31, 2019 , depreciation and accretion expense increased $ 1.9 million , or 6.2 %, compared to the same period of 2018 . This increase was primarily due to the timing of capital additions.
Amortization of Intangible Assets
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
(In thousands, excluding percentages)
Amortization of intangible assets
$
12,412

 
$
13,771

 
(9.9
)%
 
 
 
 
 
 
Percentage of total revenues
3.9
%
 
4.1
%
 
 
Amortization of intangible assets. For the three months ended March 31, 2019 , amortization of intangible assets decreased $ 1.4 million , or 9.9 %, compared to the same period of 2018 . This decrease is due to the timing of the related intangible assets becoming fully amortized.
Loss on Disposal and Impairment of Assets
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
(In thousands, excluding percentages)
Loss on disposal and impairment of assets
$
968

 
$
5,420

 
(82.1
)%
 
 
 
 
 
 
Percentage of total revenues
0.3
%
 
1.6
%
 
 
Loss on disposal and impairment of assets. During the three months ended March 31, 2019 , we recognized losses of approximately $ 1 million  related to the disposal and impairment of assets in the normal course of business. During the three months ended March 31, 2018 , losses were driven by ATM asset disposals in the U.S. and the exit from one of our facilities in the U.K.
Interest Expense, net
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
(In thousands, excluding percentages)
Interest expense, net
$
6,643

 
$
9,174

 
(27.6
)%
 
 
 
 
 
 
Percentage of total revenues
2.1
%
 
2.7
%
 
 
Interest expense, net. For the three months ended March 31, 2019 , interest expense, net, decreased $ 2.5 million , or 27.6 %, compared to the same period of 2018 . The decrease for the three months ended March 31, 2019 was attributable to a comparatively lower outstanding long-term debt balance and a lower weighted average interest rate following the December 2018 redemption of our $250.0 million 5.125% Senior notes, as these borrowings were refinanced under our revolving credit facility with a lower

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interest rate. For additional information related to our outstanding borrowings, see Item 1. Financial Statements,   Note 9. Long-Term Debt.
Other (Income) Expense
During the three-months ended March 31, 2019 , the Company recognized an $8.2 million gain in Other (income) expense to revise the estimated fair value of the acquisition related contingent consideration liability, partly offset by foreign currency translation gains/losses, and other non-operating costs. For additional information on the acquisition related contingent consideration, see Item 1. Financial Statements, Note 14. Fair Value Measurements.
Income Tax Expense
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
(In thousands, excluding percentages)
Income tax expense (benefit)
$
3,129

 
$
(31
)
 
n/m
 
 
 
 
 
 
Effective tax rate
42.0
%
 
1.1
%
 
 
Income tax expense. The Company’s income tax expense for the three months ended March 31, 2019 totaled $3.1 million, resulting in an effective tax rate of 42%, compared to a benefit of $0.03 million and an effective tax rate of 1.1% for the same period of 2018. The increase in the tax expense for the three months ended March 31, 2019, compared to the same period of 2018 was primarily attributable to profits in the current period compared to losses in the prior period and the impact of non-deductible expenses.
Non-GAAP Financial Measures
DISCLOSURE OF NON-GAAP FINANCIAL INFORMATION
In order to assist readers of our consolidated financial statements in understanding the operating results that management uses to evaluate the business and for financial planning purposes, we present the following non-GAAP measures as a complement to financial results prepared in accordance with U.S. GAAP: EBITDA, Adjusted EBITDA, Adjusted EBITA, Adjusted Net Income, Adjusted Net Income per diluted share, Adjusted Free Cash Flow, and certain other results presented on a constant-currency basis. We believe that the presentation of these measures and the identification of notable, non-cash, and/or (if applicable in a particular period) certain costs not anticipated to occur in future periods enhance an investor’s understanding of the underlying trends in our business and provide for better comparability between periods in different years. We also believe that these measures are relevant and provide useful information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance and, in the case of free cash flow, our liquidity results. We use these non-GAAP financial measures in managing and measuring the performance of our business, including setting and measuring incentive based compensation for management.
Furthermore, the non-GAAP financial measures presented herein should not be considered in isolation or as a substitute for operating income, net income, cash flows from operating, investing, or financing activities, or other income or cash flow measures contained within our consolidated financial statements. The non-GAAP measures that we use are not defined in the same manner by all companies and therefore may not be comparable to other similarly titled measures of other companies.
EBITDA, Adjusted EBITDA, and EBITA
EBITDA adds interest, income tax expense, depreciation and amortization to net income. Adjusted EBITDA and Adjusted EBITA excludes amortization of intangible assets, share-based compensation expense, acquisition related expenses, certain non-operating expenses, (if applicable in a particular period) certain costs not anticipated to occur in future periods, gains or losses on disposal and impairment of assets, our obligation for the payment of income taxes, interest expense, and other obligations such as capital expenditures, and includes an adjustment for noncontrolling interests. Depreciation and accretion expense and amortization of intangible assets are excluded from Adjusted EBITDA as these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures, and the methods by which the assets were acquired.


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Adjusted Net Income, Adjusted Net Income per Diluted Share, and Adjusted Tax Rate
Adjusted Net Income represents net income computed in accordance with U.S. GAAP, before amortization of intangible assets, gains or losses on disposal and impairment of assets, share-based compensation expense, certain other expense amounts, acquisition related expenses, certain non-operating expenses, and (if applicable in a particular period) certain costs not anticipated to occur in future periods (together, the “Adjustments”). The non-GAAP tax rate used to calculate Adjusted Net Income was approximately 24.2% and 25.8% for the three months ended March 31, 2019 and 2018, respectively. The non-GAAP tax rates represent the GAAP tax rate for the period as adjusted by the estimated tax impact of the items adjusted from the measure. Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by weighted average diluted shares outstanding.
Adjusted Free Cash Flow
Adjusted Free Cash Flow is defined as cash provided by operating activities less the impact of changes in restricted cash due to the timing of settlements and less payments for capital expenditures, including those financed through direct debt, but excluding acquisitions. The Adjusted Free Cash Flow measure does not take into consideration certain other non-discretionary cash requirements such as mandatory principal payments on portions of our long-term debt.
Constant Currency
Management calculates certain GAAP as well as non-GAAP measures on a constant-currency basis using the average foreign currency exchange rates applicable in the corresponding period of the previous year and applying these rates to the measures in the current reporting period to assess performance and eliminate the effect foreign currency exchange rates have on comparability between periods.
Reconciliation of Non-GAAP Financial Statements
Reconciliations of the non-GAAP financial measures used herein to the most directly comparable U.S. GAAP financial measures are presented as follows:



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Reconciliation of Net Income (Loss) Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, Adjusted EBITA, and Adjusted Net Income (in thousands, excluding share and per share amounts)
 
 
Three Months Ended March 31,
 
 
2019
 
2018
Net income (loss) attributable to controlling interests and available to common shareholders
 
$
4,319

 
$
(2,768
)
Adjustments:
 
 
 
 
Interest expense, net
 
6,643

 
9,174

Amortization of deferred financing costs and note discount
 
3,292

 
3,308

Income tax expense (benefit)
 
3,129

 
(31
)
Depreciation and accretion expense
 
32,973

 
31,042

Amortization of intangible assets
 
12,412

 
13,771

EBITDA 
 
$
62,768

 
$
54,496

 
 
 
 
 
Add back:
 
 

 
 

Loss on disposal and impairment of assets
 
968

 
5,420

Other (income) expense (1)
 
(7,207
)
 
2,160

Noncontrolling interests (2)
 
15

 
1

Share-based compensation expense
 
4,484

 
2,445

Restructuring expenses (3)
 
—

 
2,413

Acquisition related expenses (4)
 
—

 
1,720

Adjusted EBITDA
 
$
61,028

 
$
68,655

Less:
 
 

 
 

Depreciation and accretion expense (5)
 
32,973

 
31,041

Adjusted EBITA
 
$
28,055

 
$
37,614

Less:
 
 
 
 
Interest expense, net
 
6,643

 
9,174

Adjusted pre-tax income
 
21,412

 
28,440

Income tax expense (6)
 
5,181

 
7,338

Adjusted Net Income
 
$
16,231

 
$
21,102

 
 
 
 
 
Adjusted Net Income per share – basic
 
$
0.35

 
$
0.46

Adjusted Net Income per share – diluted
 
$
0.35

 
$
0.46

 
 
 
 
 
Weighted average shares outstanding – basic
 
46,223,764

 
45,833,070

Weighted average shares outstanding – diluted (7)
 
46,635,033

 
46,332,629

(1)
Includes foreign currency translation gains/losses, the revaluation of the estimated acquisition related contingent consideration, and other non-operating costs.
(2)
Noncontrolling interest adjustment made such that Adjusted EBITDA includes only the Company’s ownership interest in the Adjusted EBITDA of one of its Mexican subsidiaries.
(3)
Expenses include employee severance and other costs incurred in conjunction with a corporate reorganization and cost reduction initiative.
(4)
Expenses primarily include employee severance cost and lease termination costs related to DCPayments.
(5)
Amounts exclude a portion of the expenses incurred by one of its Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders.
(6)
For the three months ended March 31, 2019 and 2018 , the non-GAAP tax rate used to calculate Adjusted Net Income was 24.2 % and 25.8%, respectively, which represents the Company’s GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted Net Income.
(7)
Consistent with the positive Adjusted Net Income, the Adjusted Net Income per diluted share amounts have been calculated using the diluted shares outstanding that would have resulted from positive GAAP Net Income.


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Reconciliation of U.S. GAAP Revenue to Constant-Currency Revenue
(in thousands, excluding percentages)
Consolidated revenue:
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
U.S.
GAAP
 
Foreign Currency
Impact
 
Constant - Currency
 
U.S.
GAAP
 
U.S.
GAAP
 
Constant - Currency
ATM operating revenues
$
302,602

 
$
10,914

 
$
313,516

 
$
319,731

 
(5.4
)%
 
(1.9
)%
ATM product sales and other revenues
15,668

 
289

 
15,957

 
16,453

 
(4.8
)
 
(3.0
)
Total revenues
$
318,270

 
$
11,203

 
$
329,473

 
$
336,184

 
(5.3
)%
 
(2.0
)%
North America revenue:
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
U.S.
GAAP
 
Foreign Currency Impact
 
Constant - Currency
 
U.S.
GAAP
 
U.S.
GAAP
 
Constant - Currency
ATM operating revenues
$
191,046

 
$
1,648

 
$
192,694

 
$
195,747

 
(2.4
)%
 
(1.6
)%
ATM product sales and other revenues
13,202

 
52

 
13,254

 
14,132

 
(6.6
)
 
(6.2
)
Total revenues
$
204,248

 
$
1,700

 
$
205,948

 
$
209,879

 
(2.7
)%
 
(1.9
)%
Europe & Africa revenue:
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
U.S.
GAAP
 
Foreign Currency
Impact
 
Constant - Currency
 
U.S.
GAAP
 
U.S.
GAAP
 
Constant - Currency
ATM operating revenues
$
88,678

 
$
6,597

 
$
95,275

 
$
96,182

 
(7.8
)%
 
(0.9
)%
ATM product sales and other revenues
2,247

 
215

 
2,462

 
2,263

 
(0.7
)
 
8.8

Total revenues
$
90,925

 
$
6,812

 
$
97,737

 
$
98,445

 
(7.6
)%
 
(0.7
)%
Australia & New Zealand revenue:
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
U.S.
GAAP
 
Foreign Currency Impact
 
Constant - Currency
 
U.S.
GAAP
 
U.S.
GAAP
 
Constant - Currency
ATM operating revenues
$
25,791

 
$
2,668

 
$
28,459

 
$
30,638

 
(15.8
)%
 
(7.1
)%
ATM product sales and other revenues
219

 
23

 
242

 
58

 
277.6

 
317.2

Total revenues
$
26,010

 
$
2,691

 
$
28,701

 
$
30,696

 
(15.3
)%
 
(6.5
)%

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Reconciliation of Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per diluted share on a Non-GAAP basis to Constant-Currency (in thousands, excluding percentages and per share amounts)
 
Three Months Ended March 31,
 
2019
 
2018
 
% Change
 
Non -
GAAP   (1)
 
Foreign Currency Impact
 
Constant - Currency
 
Non -
GAAP (1)
 
Non -
GAAP (1)
 
Constant - Currency
Adjusted EBITDA
$
61,028

 
$
1,876

 
$
62,905

 
$
68,655

 
(11.1
)%
 
(8.4
)%
Adjusted Net Income
$
16,231

 
$
373

 
$
16,603

 
$
21,102

 
(23.1
)
 
(21.3
)
Adjusted Net Income per share – diluted (2)
$
0.35

 
$
0.01

 
$
0.36

 
$
0.46

 
(23.9
)%
 
(21.7
)%
 
 
 
 
 
 
 
 
 
 
 
 

(1)
As reported on the Reconciliation of Net Income (Loss) Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, Adjusted EBITA, and Adjusted Net Income above.
(2)
Adjusted Net Income per diluted share is calculated by dividing Adjusted Net Income by the weighted average diluted shares outstanding of 46,635,033 and 46,332,629 for the three months ended March 31, 2019 and 2018 , respectively. Consistent with the positive Adjusted Net Income, the Adjusted Net Income per diluted share amounts have been calculated using the diluted shares outstanding that would have resulted from positive GAAP Net Income.
Reconciliation of Adjusted Free Cash Flow
 
 
Three Months Ended March 31,
 
 
2019
 
2018
 
 
(In thousands)
Net cash (used in) provided by operating activities
 
$
(21,805
)
 
$
49,433

Restricted cash settlement activity (1)
 
71,521

 
(24,238
)
    Adjusted net cash provided by operating activities
 
49,716

 
25,195

Net cash used in investing activities, excluding acquisitions (2)
 
(29,307
)
 
(20,739
)
Adjusted free cash flow
 
$
20,409

 
$
4,456


(1)
Restricted cash settlement activity represents the change in our restricted cash excluding the portion of the change that is attributable to foreign exchange and disclosed as part of the effect of exchange rate changes on cash, cash equivalents, and restricted cash in the accompanying Consolidated Statements of Cash Flows . Restricted cash largely consists of amounts collected on behalf of, but not yet remitted to, certain of the Company’s merchant customers or third-party service providers that are pledged for a particular use or restricted to support these obligations.
(2)
Capital expenditure amounts include payments made for exclusive license agreements, site acquisition costs, and other assets. Additionally, capital expenditure amounts for one of our Mexican subsidiaries are reflected gross of any noncontrolling interest amounts.
Liquidity and Capital Resources
Overview
As of March 31, 2019 , we had $ 35.4 million in cash and cash equivalents, and $ 802.7 million in outstanding long-term debt.
We have historically funded our operations primarily through cash flows from operations, borrowings under our revolving credit facility, and the issuance of debt and equity securities. We have generally used a portion of our cash flows to invest in additional ATMs, either through acquisitions or through organic growth. We have also used cash to pay interest and principal amounts outstanding under our borrowings. As we collect a sizable portion of our sales on a daily basis but generally pay our vendors on 30 day terms and are not required to pay certain of our merchants until 20 days after the end of each calendar month, we are able to utilize the excess available cash flow to reduce borrowings made under our revolving credit facility and to fund capital expenditures. Accordingly, it is not uncommon for us to reflect a working capital deficit position in the accompanying Consolidated Balance Sheets.

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We believe that our cash on hand and our current revolving credit facility will be sufficient to meet our working capital requirements and contractual commitments for the next twelve months. We expect to fund our working capital needs from cash flows from our operations and borrowings under our revolving credit facility, to the extent needed.
Operating Activities
Net cash used in operating activities totaled $21.8 million during the three months ended March 31, 2019 , compared to cash provided by operating activities of $49.4 million during the same period of 2018 . The decrease in net cash provided by operating activities during the first three months relative to the prior year is primarily attributable to the changes in restricted cash during the periods due to the timing of settlements. Excluding changes in restricted cash, our cash flows from operating activities were up $24.5 million as a result of lower interest payments and favorable working capital changes. See Reconciliation of Adjusted Free Cash Flow within our discussion of Non-GAAP Financial Measures above.
Investing Activities
Net cash used in investing activities totaled $ 29.3 million during the three months ended March 31, 2019 , compared to $20.7 million during the same period of 2018 . The change in net cash used in investing activities is primarily related to a higher level of capital expenditures compared to the same period of 2018.
Anticipated future capital expenditures. We currently anticipate that the majority of our capital expenditures for the foreseeable future will be attributable to the following: i) organic growth projects, including the purchase of ATMs for both new and existing ATM management agreements, ii) technology and product development, iii) investments in our infrastructure, and iv) ongoing refreshment of our ATMs and operational assets. We currently anticipate that our capital expenditures for the year will total approximately $135 million, which is primarily expected to be utilized to support new business growth. We expect such capital expenditures to be funded primarily through our cash flows from operations.
Financing Activities
Net cash used in financing activities totaled $25.3 million during the three months ended March 31, 2019 , compared to cash used in financing activities of $9.4 million during the same period of 2018 . During both periods, we used excess available cash to pay down borrowings under our revolving credit facility.
On March 26, 2019, we announced authorization to repurchase up to $50 million of our Class A ordinary shares outstanding through August 31, 2020. Share repurchases under the authorized plan may be effected on behalf of the Company through open market transactions, privately negotiated transactions or otherwise, pursuant to SEC trading rules. There is no guarantee as to the exact number of shares, if any, that we may repurchase. The timing and extent of repurchases will depend upon several factors, including market and business conditions, valuation of shares, regulatory requirements and other corporate considerations, and repurchases may be suspended or discontinued at any time.   
For information related to our financing facilities, see Item 1. Financial Statements, Note 9. Long-term Debt. 
New Accounting Pronouncements
For information related to recent accounting pronouncements not yet adopted during 2019, see Item 1. Financial Statements, Note 2. New Accounting Pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The following market risk disclosures should be read in conjunction with the quantitative and qualitative disclosures about market risk contained in our 2018 Form 10-K.  
We are exposed to certain risks related to our ongoing business operations, including interest rate risk associated with our vault cash rental obligations and, to a lesser extent, borrowings under our revolving credit facility. The following quantitative and qualitative information is provided about financial instruments to which we were a party at March 31, 2019 , and from which we may incur future gains or losses from changes in market interest rates or foreign currency exchange rates. We do not enter into derivative or other financial instruments for speculative or trading purposes.
Hypothetical changes in interest rates and foreign currency exchange rates chosen for the following estimated sensitivity analysis are considered to be reasonably possible near-term changes generally based on consideration of past fluctuations for each risk category. However, since it is not possible to accurately predict future changes in interest rates and foreign currency exchange rates, these hypothetical changes may not necessarily be an indicator of probable future fluctuations.

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Interest Rate Risk
Vault cash rental expense. As our ATM vault cash rental expense is based on market rates of interest, it is sensitive to changes in the general level of interest rates in the respective countries in which we operate. We pay a monthly fee on the average outstanding vault cash balances in our ATMs under floating rate formulas based on a spread above various interbank offered rates in the U.S., the U.K., Germany, and Spain. In Australia, the formula is based on the Bank Bill Swap Rates (“BBSY”), in South Africa, the rate is based on the South African Prime Lending rate and the Johannesburg Interbank Agreed Rate, in Canada, the rate is based on the Bank of Canada’s Bankers Acceptance Rate and the Canadian Prime Rate, and in Mexico, the rate is based on the Interbank Equilibrium Interest Rate (commonly referred to as the “TIIE”).
As a result of the significant sensitivity to interest rates related to our vault cash rental expense, we have entered into a number of interest rate swap contracts and caps with varying notional amounts and fixed interest rates in the U.S., Canada, the U.K., and Australia to manage the rate we pay on the amounts of our current and anticipated outstanding vault cash balances.
The notional amounts, weighted average fixed rates, and terms associated with our interest rate swap contracts and cap agreements that are currently in place in the U.S., Canada, the U.K., and Australia (as of the date of the issuance of this Form 10-Q) are as follows:
Outstanding Interest Rate Derivatives Associated with Vault Cash Rental Obligations
North America – Interest Rate Swap Contracts
Notional Amounts U.S. $
 
Weighted Average Fixed Rate
 
Notional Amounts CAD$
 
Weighted Average Fixed Rate
 
Term  
(In millions)
 
 
 
(In millions)
 
 
 
 
$
1,000

 
2.06
%
 
CAD
 
$
125

 
2.46
%
 
April 1, 2019 – December 31, 2019
$
1,000

 
2.06
%
 
CAD
 
$
125

 
2.46
%
 
January 1, 2020 – December 31, 2020
$
600

 
1.95
%
 
CAD
 
$
125

 
2.46
%
 
January 1, 2021 – December 31, 2021
$
400

 
1.46
%
 
 
 
 
 
 
 
January 1, 2022 – December 31, 2022
North America - Interest Rate Cap Contracts
Notional Amounts
U.S. $
 
Cap Rate   (1)
 
Term
(In millions)
 
 
 
 
$
 
200

 
3.25
%
 
January 1, 2021 – December 31, 2023
(1) Maximum amount of interest to be paid each year as per terms of cap. Cost of cap is amortized through vault cash rental expense over term of cap.
Europe & Africa – Interest Rate Swap Contracts
Notional Amounts
U.K. £
 
Weighted Average
Fixed Rate
 
Term  
(In millions)
 
 
 
£
550

 
0.90
%
 
April 1, 2019 – December 31, 2019
£
500

 
0.94
%
 
January 1, 2020 – December 31, 2020
£
500

 
0.94
%
 
January 1, 2021 – December 31, 2021
£
500

 
0.94
%
 
January 1, 2022 – December 31, 2022

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Australia & New Zealand – Interest Rate Swap Contracts
Notional Amounts
AUS $
 
Weighted Average
Fixed Rate
 
Term
(In millions)
 
 
 
 
$
150

 
1.95
%
 
April 1, 2019 - December 31, 2019
$
100

 
1.95
%
 
January 1, 2020 – December 31, 2020

Summary of Interest Rate Exposure on Average Outstanding Vault Cash
The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in North America based on our average outstanding vault cash balance and interest rate derivatives for the quarter ended March 31, 2019 and assuming a 100 basis point increase in interest rates (in millions):
North America
 
Average outstanding vault cash balance
$
1,518

Interest rate swap contracts fixed notional amount
(1,094
)
Residual unhedged outstanding vault cash balance
$
424

 
 
Additional annual interest incurred on 100 basis point increase
$
4.24

We also have terms in certain of our North America contracts with merchants and financial institution partners where we can decrease fees paid to merchants or effectively increase the fees paid to us by financial institutions if vault cash rental costs increase. Such protection will serve to reduce but not eliminate the exposure calculated above. Furthermore, we have the ability in North America to partially mitigate our interest rate exposure through our operations. We believe we can reduce the average outstanding vault cash balances as interest rates rise by visiting ATMs more frequently with lower cash amounts. This ability to reduce the average outstanding vault cash balances is partially constrained by the incremental cost of more frequent ATM visits. Our contractual protections with merchants and financial institution partners and our ability to reduce the average outstanding vault cash balances will serve to reduce but not eliminate interest rate exposure.
The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Europe & Africa based on our average outstanding vault cash balance for the quarter ended March 31, 2019 and assuming a 100 basis point increase in interest rates (in millions):
Europe & Africa
 

Average outstanding vault cash balance
$
1,077

Interest rate swap contracts fixed notional amount
(716
)
Residual unhedged outstanding vault cash balance
$
361

 
 
Additional annual interest incurred on 100 basis point increase
$
3.61

The following table presents a hypothetical sensitivity analysis of our annual vault cash rental expense in Australia based on our average outstanding vault cash balance for the quarter ended March 31, 2019 and assuming a 100 basis point increase in interest rates (in millions):
Australia
 

Average outstanding vault cash balance
$
221

Interest rate swap contracts fixed notional amount
(107
)
Residual unhedged outstanding vault cash balance
$
114

 
 
Additional annual interest incurred on 100 basis point increase
$
1.14

As of March 31, 2019, we had an asset of $10.2 million and a liability of $(9.9) million recorded in the accompanying Consolidated Balance Sheets related to our interest rate swap and foreign currency forward contracts, which represented the fair

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value asset or liability of the interest rate swap and foreign currency forward contracts, as derivative instruments are required to be carried at fair value. The fair value estimate was calculated as the present value of amounts estimated to be received or paid to a marketplace participant in a selling transaction. These interest rate swap and foreign currency forward contracts are valued using pricing models based on significant other observable inputs (Level 2 inputs under the fair value hierarchy prescribed by U.S. GAAP). The effective portion of the gain or loss on the derivative instrument is reported as a component of the Accumulated other comprehensive loss, net line in the accompanying Consolidated Balance Sheets. The effective portion is reclassified into earnings in the Vault cash rental expense line in the accompanying Consolidated Statements of Operations in the same period or periods during which the hedged transaction affects earnings and has been forecasted into earnings.
Outlook. Although we currently hedge a substantial portion of our vault cash interest rate risk in the U.S., Canada, the U.K., and Australia, we may not be able to enter into similar arrangements for similar amounts in the future, and any significant increase in interest rates in the future could have an adverse impact on our business, financial condition, and results of operations by increasing our operating expenses. However, we expect that the impact on our consolidated financial statements from a significant increase in interest rates would be partially mitigated by the derivative instruments that we currently have in place associated with our vault cash balances in the U.S., Canada, the U.K., and Australia and other protective measures we have put in place to mitigate such risk.
Interest expense.  Our interest expense is also sensitive to changes in interest rates as borrowings under our revolving credit facility accrue interest at floating rates. In November 2018, we entered into a second amended and restated credit agreement (the “Credit Agreement”) increasing the available borrowings under our revolving credit facility to $600 million.  Subsequently, on December 19, 2018, we redeemed our outstanding 2022 Notes, drawing the necessary proceeds to fund the redemption from our revolving credit facility.  As of March 31, 2019, our outstanding borrowings under our revolving credit facility, which carries a floating interest rate, were $240.2 million, the majority of which is denominated in U.K. pounds sterling. To mitigate the interest rate risk associated with these borrowings, we entered into interest rate swap contracts to effectively fix the interest rate on a portion of the expected outstanding borrowings.
Outstanding Interest Rate Derivatives Associated with Revolving Credit Facility Borrowings
Notional Amounts
U.K. £
 
Weighted Average
Fixed Rate
 
Term  
(In millions)
 
 
 
 
£
80

 
0.95
%
 
April 1, 2019 – January 1, 2020
£
50

 
0.95
%
 
January 2, 2020 – January 1, 2021
Foreign Currency Exchange Rate Risk
As a result of our operations in the U.K., Australia, Canada, Germany, South Africa, Mexico, Spain, Ireland, and New Zealand, we are exposed to market risk from changes in foreign currency exchange rates. The functional currencies of our international subsidiaries are their respective local currencies. The results of operations of our international subsidiaries are translated into U.S. dollars using average foreign currency exchange rates in effect during the periods in which those results are recorded and the assets and liabilities are translated using the foreign currency exchange rate in effect as of each balance sheet reporting date. These resulting translation adjustments to assets and liabilities have been reported in Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets. As of March 31, 2019, this accumulated translation loss totaled $61.2 million compared to $66.3 million as of December 31, 2018.
Our consolidated financial results were significantly impacted by changes in foreign currency exchange rates during the three months ended March 31, 2019 compared to the prior year. Our total revenues during the three months ended March 31, 2019 would have been higher by approximately $11.2 million had the foreign currency exchange rates from the three months ended March 31, 2018 remained unchanged from the prior year. A sensitivity analysis indicates that, if the U.S. dollar uniformly strengthened or weakened 10% against the British pound, Euro, Mexican peso, Canadian dollar, Australian dollar, or South African rand, the effect upon our operating income would have been approximately $.2 million for the three months ended March 31, 2019. We entered into forward currency contracts to mitigate our exposure to changes in foreign currency exchange rates related to expected cash flows generated in currencies other than the U.S. dollar that are expected to be converted into U.S. dollars within the next twelve months.

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Certain intercompany balances are designated as short-term in nature. The changes in these balances related to foreign currency exchange rates have been recorded in the accompanying Consolidated Statements of Operations and we are exposed to foreign currency exchange rate risk as it relates to these intercompany balances.
We do not hold derivative commodity instruments and all of our cash and cash equivalents are held in money market and checking funds.
Item 4. Controls and Procedures
Management’s Quarterly Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the U.S. Securities and Exchange Commission. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2019 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting

Effective January 1, 2019, we adopted Accounting Standards Codification Topic 842, Leases (the “Lease Standard”). Changes were made to our business processes and systems, to capture the additional recording and reporting obligations required by the Lease Standard. To maintain adequate controls over these processes and systems, we evaluated, updated and added new internal controls over financial reporting. There have been no other changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Act, during the the quarterly period ended  March 31, 2019 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The disclosure responsive to this Item related to our material pending legal and regulatory proceedings and settlements, is incorporated by reference herein from Part I. Financial Information, Item 1. Financial Statements, Note 15. Commitments and Contingencies – Legal Matters.
Item 1A. Risk Factors
You should carefully consider the risks discussed in Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018 (“2018 Form 10-K”) and other information included and incorporated by reference in this report. These risks could materially affect our business, financial condition, or future results. There have been no material changes in our assessment of our risk factors from those set forth in our 2018 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.

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Item 6. Exhibits
Exhibit
Number
 
Description
10.1*
 
10.2*
 
10.3*
 
10.4*
 
10.5*
 
10.6*
 
10.7*
 
31.1*
 
31.2*
 
32.1**
 
101.INS*
 
XBRL Instance Document
101.SCH*
 
XBRL Taxonomy Extension Schema Document
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
* Filed herewith.
** Furnished herewith.
Management contract or compensatory plan or arrangement.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
CARDTRONICS PLC
 
 
 
May 2, 2019
 
/s/ Gary W. Ferrera
 
 
Gary W. Ferrera
 
 
Chief Financial Officer
 
 
(Duly Authorized Officer and
 
 
Principal Financial Officer)
 
 
 
May 2, 2019
 
/s/ Paul A. Gullo
 
 
Paul A. Gullo
 
 
Chief Accounting Officer
 
 
(Duly Authorized Officer and
 
 
Principal Accounting Officer)

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A101WILMOREEMPLOYMENT_IMAGE1.JPG
EMPLOYMENT AGREEMENT
This Employment Agreement (this “ Agreement ” ), dated March 22, 2019 (the “ Effective Date ”) is made by and between Cardtronics USA, Inc., a Delaware corporation (together with any successor thereof, the “ Company ”), and Paul Wilmore ( “ Executive ” ).
WITNESSETH:
WHEREAS , the Company desires to employ Executive on the terms and conditions, and for the consideration hereinafter set forth, and Executive desires to be employed by the Company on such terms and conditions and for such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, the sufficiency of which is hereby acknowledged by the parties, the Company and Executive agree as follows:
ARTICLE I
DEFINITIONS
In addition to the terms otherwise defined herein, for purposes of this Agreement the following capitalized words shall have the following meanings:
1.1      “ Affiliate ” shall mean any other Person that owns or controls, is owned or controlled by, or is under common ownership or control with, such particular Person. Without limiting the scope of the preceding sentence, the Parent Company shall be deemed to be an Affiliate of the Company for all purposes of this Agreement.
1.2      “ Average Annual Bonus ” shall mean the Executive’s Annual Bonus paid (or payable) at target.
1.3      “ Beneficial Owner ” shall have the meaning set forth in Rule 13d-3 under the U.S. Securities Exchange Act of 1934, as amended from time to time (the “ Exchange Act ”).
1.4      “ Board ” shall mean the Board of Directors of the Parent Company.
1.5      “ Cause ” shall mean a reasonable and good faith determination by the Board that Executive has (a) engaged in gross negligence, gross incompetence or willful misconduct in the performance of Executive’s duties with respect to the Company or any of its Affiliates, (b) refused without proper legal reason to perform Executive’s duties and responsibilities to the Company or any of its Affiliates, (c) materially breached any material provision of this Agreement or any written agreement or corporate policy or code of conduct established by the Company or any of its Affiliates, (d) willfully engaged in conduct that is materially injurious to the Company or any of its Affiliates, (e) breached restrictive covenants in this Agreement or any other agreement between the Executive and the Company or any of its Affiliates, (f) committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any of its Affiliates, or (g) 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); provided that any assertion by the Company of a termination of employment for “Cause” shall not be effective unless the Company has provided written Notice of Breach to Executive.
1.6      “ Change in Control ” shall mean and shall be deemed to have occurred if any event set forth in any one of the following paragraphs shall have occurred:
(a)
the consummation of a merger of, or other business combination by, the Parent Company with or involving another entity; a reorganization, reincorporation, amalgamation, scheme of arrangement or consolidation involving the Parent Company; or the sale of all or substantially all of the Parent Company’s or the Company’s Assets to another entity (any of which, a “ Corporate Transaction ”); unless, following such Corporate Transaction, (a) the holders of equity securities of the Parent Company immediately prior to such transaction beneficially own, directly or indirectly, immediately after such transaction, equity securities of the resulting or surviving parent entity, the transferee entity or any new direct or indirect parent entity of the Parent Company resulting from or surviving any such transaction (such entity, the “ Successor Entity ”) entitled to 70% or more

Initial ____________


of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the Successor Entity in substantially the same proportion that they owned the equity securities of the Parent Company immediately prior to such transaction or (b) at least a majority of the members of the board of directors (or comparable governing body) of the Successor Entity immediately following the Corporate Transaction were Incumbent Directors (defined below) at the time of the execution of the initial agreement providing for such Corporate Transaction;
(b)
upon the dissolution or liquidation of the Parent Company, other than a liquidation or dissolution into any entity in which the holders of equity securities of the Parent Company immediately prior to such liquidation or dissolution beneficially own, directly or indirectly, immediately after such liquidation or dissolution equity securities of the entity into which the Parent Company was liquidated or dissolved entitled to 70% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of such entity, in substantially the same proportion that they owned the equity securities of the Parent Company immediately prior to such liquidation or dissolution;
(c)
when any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, but excluding any employee benefit plan sponsored by the Parent Company (or any related trust thereto), acquires or gains ownership or control (including, without limitation, power to vote) of more than 30% of the combined voting power of the outstanding equity securities of the Parent Company, other than any entity in which the holders of equity securities of the Parent Company immediately prior to such acquisition beneficially own, directly or indirectly, immediately after such acquisition, equity securities of the acquiring entity entitled to 70% or more of the votes then eligible to be cast in the election of directors generally (or comparable governing body) of the acquiring entity, in substantially the same proportion that they owned the equity securities of the Parent Company immediately prior to such acquisition or any employee benefit plan sponsored by any such entity (or any related trust thereto); or
(d)
during any period of twelve consecutive months the following individuals (the “ Incumbent Directors ”) cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the Effective Date, constitute the Board and any new director whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least a majority of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved or recommended (other than such new director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent or proxy solicitation, relating to the election of directors of the Company by or on behalf of a Person other than the Board).
1.7      “ Code ” shall mean the Internal Revenue Code of 1986, as amended.
1.8      “ Company’s Assets ” shall mean the assets (of any kind) owned by the Parent Company, including, without limitation, the securities of the Parent Company’s Subsidiaries and any of the assets owned by the Parent Company’s Subsidiaries.
1.9      “ Date of Termination ” shall mean the date of Executive’s Separation From Service set forth in the Notice of Termination or the date of death, as applicable.
1.10      “ Entity ” shall mean any corporation, partnership, association, joint-stock company, limitedliability company, trust, unincorporated organization or other business entity.
1.11      “ Good Reason ” shall mean the occurrence of any of the following events:
(a)
a diminution in Executive’s Base Salary of 5% or more, unless such reduction is part of an initiative that applies to and affects all similarly situated executive officers of the Company substantially the same and proportionately;
(b)
a material diminution in Executive’s authority, duties, or responsibilities (including, in connection with a Change in Control or other Corporate Transaction, Executive being assigned to any position (including offices and reporting requirements), authority, duties or responsibilities that are not at or with the Parent Company, engaged in the business of the successor to the Parent Company or the corporation or other Entity surviving

2
Initial ____________



or resulting from such Corporate Transaction), including, without limitation, Executive’s ceasing to be an officer of a publicly traded company;
(c)
in connection with a Change in Control or other Corporate Transaction, the involuntary relocation of the geographic location of Executive’s principal place of employment by more than 50 miles from its then current location;
(d)
a material breach by the Company of this Agreement, other than an isolated, insubstantial and inadvertent failure to comply with this Agreement not occurring in bad faith.
Notwithstanding the foregoing provisions of this Section 1.11 or any other provision in this Agreement to the contrary, any assertion by Executive of a termination of employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (i) the condition described in Section 1.11(a ), ( b ), ( c ), or ( d ) giving rise to Executive’s termination of employment must have arisen without Executive’s written consent; (ii) Executive must provide written Notice of Breach to the Company of such condition in accordance with Section 10.1 within 90 days of the initial existence of the condition specified in the Notice of Breach; and (iii) the condition specified in the Notice of Breach must remain uncorrected for 30 days after receipt of the Notice of Breach by the Company. Any Notice of Breach shall be deemed void if the Company cures the matter giving rise to Good Reason under this Section 1.11 within 30 days of the receipt of the Notice of Breach.
1.12      “ Impaired ” or “ Impairment ” means:
(a)
the Executive being eligible for the Company’s (or its Affiliate’s) long-term disability benefits, if any are available to Executive; or
(b)
the Executive being unable to perform Executive’s duties or fulfill Executive’s obligations under this Agreement 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 180 days, as determined by the Company and certified in writing by a competent medical physician selected solely by the Company in the event of any alleged mental impairment and, in the event of any alleged physical impairment by the Company with the Executive having the right to approve such selection (however, if the Executive fails to approve the Company’s first two selections within ten days of being notified of each such selection, the Company will have the right thereafter to designate any licensed medical physician on staff with either the Baylor College of Medicine or Methodist Hospital, each located in Houston, Texas).
1.13      “ Notice of Breach ” shall mean a written notice delivered to the other party within the time period required under the definition of “Cause” or “Good Reason,” as applicable, that (a) indicates, as applicable, the specific provision in this Agreement that the party contends the other party has breached or the specific clause of the definition of “Cause” or “Good Reason” that the party alleges to exist, and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances Executive or the Company, as applicable, claims provide the basis for such breach or other condition.
1.14      “ Notice of Termination ” shall mean a written notice delivered to the other party indicating the specific termination provision in this Agreement relied upon for termination of Executive’s employment and the Date of Termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and shall include a Notice of Breach, but only at the time and to the extent such Notice of Breach becomes a Notice of Termination under Section 3.3 .
1.15      “ Parent Company ” shall mean Cardtronics plc, a public limited company organized under English law, or any successor thereof, including any Entity into which Cardtronics plc is merged, consolidated or amalgamated, including, without limitation, any Entity otherwise resulting from a Corporate Transaction.
1.16      “ Person ” shall mean (a) an individual or Entity and (b) for purposes of the definition of “Change in Control” and related provisions shall have the meaning provided in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Parent Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under a Benefit Plan of the Parent Company or any of its Affiliated companies, (iii) an underwriter temporarily holding securities pursuant to an offering by the Parent Company of such securities, or (iv) an Entity owned, directly or indirectly, by the shareholders of the Parent Company in substantially the same proportion as their ownership of shares of the Parent Company.
1.17      “ Section 409A Payment Date ” shall have the meaning set forth in Section 7.2(b) .

3
Initial ____________



1.18      “ Subsidiary ” shall mean any direct or indirect majority-owned subsidiary of the Parent Company or any majority-owned subsidiary thereof, or any other Entity in which the Parent Company owns, directly or indirectly, a significant financial interest provided that the Chief Executive Officer of the Parent Company designates such Entity to be a Subsidiary for the purposes of this Agreement.
ARTICLE II     
EMPLOYMENT AND DUTIES
2.1      Employment; Commencement Date . Executive is commencing employment with the Company pursuant to this Agreement on May 1, 2019 (the “ Commencement Date ”) and, from and after such date, the Company agrees to employ Executive, and Executive agrees to be employed by the Company, pursuant to the terms of this Agreement and continuing for the period of time set forth in Article III , subject to the terms and conditions of this Agreement.
2.2      Positions . From and after the Commencement Date, the Company shall employ Executive in the position of Chief Marketing Officer of the Company or in such other position or positions as the parties mutually may agree, and Executive shall report to the Chief Executive Officer of the Company.
2.3      Duties and Services . Executive agrees to serve in the position(s) referred to in Section 2.2 and to perform diligently and to the best of Executive’s abilities the duties and services appertaining to such position(s) as well as such additional duties and services appropriate to such position(s) as may be assigned, from time to time, by the Company. Executive’s employment shall also be subject to the policies maintained and established by the Company and its Affiliates that are of general applicability to the Company’s executive employees, as such policies may be amended from time to time.
2.4      Other Interests . Executive agrees, during the period of Executive’s employment by the Company, to devote substantially all of Executive’s business time, energy and best efforts to the business and affairs of the Company and its Affiliates. Notwithstanding the foregoing, the parties acknowledge and agree that Executive may (a) engage in and manage Executive’s passive personal investments, (b) engage in charitable and civic activities, (c) at the sole discretion of the Board, serve on the boards of other for- and non-profit Entities, and (d) engage in de minimis other activities such as non-commercial speeches; provided, however , that such activities shall be permitted solely if such activities do not conflict with the business and affairs of the Company or interfere with Executive’s performance of Executive’s duties hereunder or any restrictive covenant in favor of the Company or its Affiliate, in each case, as determined by the Company.
2.5      Duty of Loyalty . Executive acknowledges and agrees that Executive owes a fiduciary duty of loyalty, fidelity and allegiance to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation of the Company or any of its Affiliates. In keeping with these duties, Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.
ARTICLE III     
TERM AND TERMINATION OF EMPLOYMENT
3.1      Term . Subject to the remaining terms of this Article III , this Agreement shall be for an initial term that begins on the Commencement Date and continues in effect through the fourth anniversary of the Commencement Date (the “ Initial Term ” ) and, unless terminated sooner as herein provided, shall continue on a year‑to‑year basis (each a “ Renewal Term ” and, together with the Initial Term, the “ Term ”). If the Company or Executive elects not to renew the Term under this Agreement for a Renewal Term, the Company or Executive must provide a Notice of Termination to the other party at least 90 days before the expiration of the then-current Initial Term or Renewal Term, as applicable. In the event that one party provides the other party with a Notice of Termination pursuant to this Section 3.1 , no further automatic extensions will occur and this Agreement and Executive’s employment with the Company shall terminate at the end of the then-existing Initial Term or Renewal Term, as applicable.
3.2      Company’s Right to Terminate . Notwithstanding the provisions of Section 3.1 , the Company may terminate Executive’s employment and this Agreement during the Term immediately and at any time for any of the following reasons by providing Executive with a Notice of Termination:
(a)
Impairment: if the Executive is Impaired, the Company may, at its sole discretion, elect not to immediately terminate the Executive but rather to employ someone to undertake Executive’s authorities, duties and responsibilities with respect to the Company and its Affiliates, including with Executive’s title and reporting

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lines, during the period from the onset of any Impairment until Executive’s employment with the Company is terminated or the Executive otherwise returns to full duties. Notwithstanding anything to the contrary, any such action by the Company will not constitute Good Reason, constructive termination or breach of this Agreement or otherwise, provided further that, if Executive recovers from the Impairment prior to the date Executive would qualify for long term disability benefits and the Company does not return Executive to Executive’s position, Executive shall have the right to resign for Good Reason in accordance with the terms of this agreement;
(b)
Death: automatically upon Executive’s death;
(c)
Cause: for Cause; or
(d)
Discretion of the Company: for any other reason whatsoever (other than as set forth in Sections 3.2(a) , (b) or (c) or for no reason at all, in the sole discretion of the Board.
3.3      Executive’s Right to Terminate . Notwithstanding the provisions of Section 3.1 , Executive shall have the right to terminate Executive’s employment and this Agreement during the Term for Good Reason or for any other reason whatsoever or for no reason at all, in the sole discretion of Executive, by providing the Company with a Notice of Termination. In the case of a termination of employment by Executive without Good Reason, the Date of Termination specified in the Notice of Termination shall not be less than 90 days from the date such Notice of Termination is provided, and the Company may require a Date of Termination earlier than that specified in the Notice of Termination (and, if such earlier Date of Termination is so required by the Company, that shall be the “Date of Termination” as defined in Section 1.1 , and it shall not otherwise change the basis for Executive’s termination nor be construed or interpreted as a termination of employment pursuant to Section 3.1 or Section 3.2 ). In the event Executive intends to terminate employment with the Company for Good Reason because the Company failed to cure the event described in the Notice of Breach within 30 days of receipt of the Notice of Breach, the Notice of Breach shall automatically be deemed a Notice of Termination, effective immediately upon the expiration of the cure period described in Section 1.11 . If Executive fails to provide the Company with the requisite Notice of Termination under this Section 3.3 , Executive forfeits the right to any contingent future payments under this Agreement.
3.4      Deemed Resignations . Unless otherwise agreed to in writing by the Company and Executive prior to the termination of Executive’s employment, any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officer of the Company and each Affiliate of the Company (including the Parent Company), and an automatic resignation of Executive from the Board (if applicable) and from the board of directors of the Company and any Affiliate of the Company and from the board of directors or similar governing body of any Entity in which the Company or any Affiliate holds an equity interest and with respect to which board or similar governing body Executive serves as the Company’s or such Affiliate’s designee or other representative.
3.5      Meaning of Termination of Employment . For all purposes of this Agreement, Executive shall be considered to have terminated employment with the Company only when Executive incurs a “separation from service” with the Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance issued thereunder (“ Separation From Service ”). For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms shall mean “separation from service”.
ARTICLE IV     
COMPENSATION AND BENEFITS
4.1      Base Salary . During the Term of this Agreement, Executive shall receive a minimum, annualized gross base salary of $375,000 (the “ Base Salary ” ). Executive’s Base Salary shall be paid in substantially equal installments in accordance with the Company’s standard policy regarding payment of compensation to executives but no less frequently than monthly.
4.2      Cash Incentive Plan Awards . Executive shall be eligible to receive an annual bonus in respect of each calendar year during the Term ( “ Annual Bonus ” ) based on criteria determined in the sole discretion of the Board (or a committee thereof) as part of the Cardtronics, Inc. Annual Executive Cash Incentive Plan (and/or other then-current or similar or successor plan, the “ AECIP ”) and subject to the terms and conditions of the AECIP, it being understood that (a) the target Annual Bonus at planned or targeted levels of performance shall equal 70% of Executive’s Base Salary and (b) the actual amount of each Annual Bonus to be paid to the Executive shall be determined in the sole discretion of the Board (or a committee thereof) and may range between 0% and 200% of the target Annual Bonus. The Company shall pay each Annual Bonus with respect to a calendar year no later than March 15 of the calendar year following the year to which the Annual Bonus relates, provided that (except as

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otherwise provided in Section 7.1(b) ) Executive is employed by the Company on such date of payment. If Executive has not been employed by the Company since January 1 of the year that includes the Effective Date, then the Annual Bonus for such year shall be prorated based on the ratio of the number of days during such calendar year that Executive was employed by the Company to the number of days in such calendar year.
4.3      One-Time Sign-On Bonus. Executive shall be eligible to receive a one-time sign-on bonus of $100,000 for commuting/relocation expenses payable no later than 30 days following the Commencement Date (“ Sign-On Bonus ”). If Executive’s employment is terminated pursuant to Section 3.2(c) or if Executive resigns without “Good Reason” within twelve (12) months following the Effective Date, Executive shall repay the Sign-On Bonus in full to the Company. Repayment of the Sign-On Bonus must be made within 30 days of the date of the Executive’s Date of Termination and may be set-off, at the sole discretion of the Company, by the Company against any amounts otherwise owed to the Executive pursuant to this Agreement or otherwise to the extent permitted by applicable law (including Section 409A of the Code). Upon completion of relocation, Executive shall be eligible to receive a one-time cash bonus of $100,000 for relocation expenses payable no later than 30 days following final relocation to Texas (“ Relocation Date ”). If Executive’s employment is terminated pursuant to Section 3.2(c) or if Executive resigns without “Good Reason” within twelve (12) months following the Relocation Date, Executive shall repay the one-time cash bonus in full to the Company. Repayment of the Sign-On Bonus must be made within 30 days of the date of the Executive’s Date of Termination and may be set-off, at the sole discretion of the Company, by the Company against any amounts otherwise owed to the Executive pursuant to this Agreement or otherwise to the extent permitted by applicable law (including Section 409A of the Code).
4.4      Stock Incentive Plan Awards. Beginning in 2020, Executive shall be eligible to receive an annual equity award each calendar year during the Term (“ Annual Equity Award ”) with a grant date value at target equal to 70% of Base Salary, based on criteria determined in the sole discretion of the Board (or a committee thereof) as part of the Cardtronics, Inc. Third Amended and Restated 2007 Stock Incentive Plan (and/or other then-current or similar or successor plan, “ Stock Incentive Plan ”). In lieu of an Annual Equity Award for 2019, Executive will be awarded $300,000 in restricted stock units (valued as of the close of trading on the Commencement Date) as a one-time award, which award shall be governed by the terms and conditions of the Stock Incentive Plan and the associated equity award agreement in the form attached hereto as Exhibit A (the “ Sign-On Stock Incentive Award ”).
4.5      Other Perquisites . During the Term, the Company shall provide Executive with substantially the same perquisite benefits made available to similarly situated executive officers of the Company generally, from time to time.
4.6      Expenses . The Company shall reimburse Executive for all reasonable business expenses incurred by Executive in performing services during the Term, including all expenses of travel and living expenses while away from home on business or at the request of and in the service of the Company; provided , in each case, that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company from time to time. Any reimbursement of expenses pursuant to this Section 4.6 shall be made by the Company upon or as soon as practicable following receipt of supporting documentation reasonably satisfactory to the Company (but in any event not later than the close of Executive’s taxable year following the taxable year in which the expense is incurred by Executive).
4.7      Vacation and Sick Leave . During the Term, Executive shall be entitled to (a) sick leave in accordance with the Company’s policies applicable to similarly situated executive officers of the Company from time to time and (b) 5 weeks paid vacation each calendar year (up to 40 hours of which may be carried forward to a succeeding year).
4.8      Offices . Subject to Articles II , III and IV , Executive agrees to serve without additional compensation, if elected or appointed thereto, as an officer (in addition to the position specified in Section 2.2 ) or director of the Company or any of the Company’s Affiliates and as a member of any committees of the board of directors of any such Entities and in one or more executive positions of any of the Company’s Affiliates.
ARTICLE V     
PROTECTION OF INFORMATION
5.1      Work Product. For purposes of this Article V , the term “the Company” shall include the Company and any of its Affiliates (including the Parent Company), and any reference to “employment” or similar terms shall include an officer, director and/or consulting relationship. Executive agrees that all information, inventions, patents, trade secrets, formulas, processes, designs, ideas, concepts, improvements, diagrams, drawings, flow charts, programs, methods, apparatus, software, hardware, ideas, improvements, product developments, discoveries, systems, techniques, devices, models, prototypes, copyrightable works, mask works, trademarks, service marks, trade dress, business slogans, written materials and other things

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of value conceived, reduced to practice, made or learned by Executive, either alone or with others, while employed with the Company (whether during business hours or otherwise and whether on Company’s premises or otherwise) that relate to the Company’s business and/or the business of Affiliates of the Company using the Company’s time, data, facilities and/or materials (hereinafter collectively referred to as the “ Work Product ”) belong to and shall remain the sole and exclusive property of the Company (or its Affiliates) forever. Executive hereby assigns to the Company all of Executive’s right, title, and interest to all such Work Product. Executive agrees to promptly and fully disclose all Work Product in writing to the Company. Executive agrees to cooperate and do all lawful things requested by the Company to protect Company ownership rights in all Work Product. Executive warrants that no Work Product has been conceived, reduced to practice, made or learned by Executive prior to Executive’s employment with the Company.
5.2      Confidential Information . During Executive’s employment with the Company, the Company agrees to and shall provide to Executive confidential, proprietary, non-public and/or trade secret information regarding the Company that Executive has not previously had access to or knowledge of before the execution of this Agreement including, without limitation, Work Product, technical information, corporate opportunities, product specification, compositions, manufacturing and distribution methods and processes, research, financial and sales data, business and marketing plans, strategies, financing, plans, business policies and practices of the Company, and/or Affiliates of the Company, know-how, specialized training, mailing lists, acquisition prospects, identity of customers or their requirements, the identity of key contacts within the customer’s organizations or within the organization of acquisition prospects, potential client lists, employee records, pricing information, evaluations, opinions, interpretations, production, marketing and merchandising techniques, prospective names and marks or other forms of information considered by the Company to be confidential, proprietary, non-public or in the nature of trade secrets (hereafter collectively referred to as “ Confidential Information ”) that the Company and its Affiliates desire to protect.
5.3      No Unauthorized Use or Disclosure . Executive agrees to preserve and protect the confidentiality of all Confidential Information and Work Product of the Company and its Affiliates. Executive agrees that Executive will not, at any time during or after Executive’s employment with the Company, make any unauthorized disclosure of, and Executive shall not remove from the Company premises, Confidential Information or Work Product of the Company or its Affiliates, or make any use thereof, except, in each case, in the carrying out of Executive’s responsibilities hereunder. Executive shall use all reasonable efforts to cause all Persons to whom any Confidential Information shall be disclosed by Executive hereunder to preserve and protect the confidentiality of such Confidential Information. At the request of the Company at any time, Executive agrees to deliver to the Company all Confidential Information that Executive may possess or control. Executive agrees that all Confidential Information of the Company (whether now or hereafter existing) conceived, discovered or made by Executive during the period of Executive’s employment by the Company exclusively belongs to the Company (and not to Executive), and upon request by the Company for specified Confidential Information, Executive will promptly disclose such Confidential Information to the Company and perform all actions reasonably requested by the Company to establish and confirm such exclusive ownership. Affiliates of the Company shall be third party beneficiaries of Executive’s obligations under this Article V . As a result of Executive’s employment by the Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and its Affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product. Notwithstanding anything contained in this Agreement to the contrary, Executive may disclose Confidential Information: (a) as such disclosure or use may be required or appropriate in connection with his work as an employee of the Company; (b) when required to do so by a court of law, by any governmental agency having apparent supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order him to divulge, disclose or make accessible such information; provided, however , that in the event disclosure is so required, Executive shall provide the Company with prompt notice of such requirement prior to making any such disclosure, so that the Company may seek an appropriate protective order; or (c) as to such Confidential Information that becomes generally known to the public or trade without his violation of this Section 5.3 . Upon termination of Executive’s employment by the Company for any reason, Executive promptly shall deliver such Confidential Information and Work Product, and all copies thereof (in whatever form, tangible or intangible), to the Company. Executive’s non-disclosure obligations in this Article V shall not be applied to limit or interfere with Executive’s right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other information, or (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other

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federal, state, or local governmental agency or commission. The disclosures and actions protected in this Section 5.3 are referred to herein as “Protected Activities.”
5.4      Ownership by the Company . If, during Executive’s employment by the Company, Executive creates any work of authorship fixed in any tangible medium of expression that is the subject matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs, electronic mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to the Company’s business, products, or services, whether such work is created solely by Executive or jointly with others (whether during business hours or otherwise and whether on the Company’s premises or otherwise), including any Work Product, the Company shall be deemed the author of such work if the work is prepared by Executive in the scope of Executive’s employment; or, if the work relating to the Company’s business, products or services is not prepared by Executive within the scope of Executive’s employment but is specially ordered by the Company as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or as an instructional text, then the work shall be considered to be work made for hire and the Company shall be the author of the work. If the work relating to the Company’s business, products, or services is neither prepared by Executive within the scope of Executive’s employment nor a work specially ordered that is deemed to be a work made for hire during Executive’s employment by the Company, then Executive hereby agrees to assign, and by these presents does assign, to the Company all of Executive’s worldwide right, title, and interest in and to such work and all rights of copyright therein.
5.5      Assistance by Executive . During the period of Executive’s employment by the Company, Executive shall assist the Company and its nominee, at any time, in the protection of the Company’s or its Affiliates’ worldwide right, title and interest in and to Confidential Information and Work Product and the execution of all formal assignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries. After Executive’s employment with the Company terminates, at the request from time to time and expense of the Company or its Affiliates, Executive shall reasonably assist the Company and its nominee, at reasonable times and for reasonable periods and for reasonable compensation, in the protection of the Company’s or its Affiliates’ worldwide right, title and interest in and to Confidential Information and Work Product and the execution of all formal assignment documents requested by the Company or its nominee and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.
5.6      Remedies . Executive acknowledges that money damages would not be a sufficient remedy for any breach of this Article V by Executive, and the Company or its Affiliates shall be entitled to enforce the provisions of this Article V by immediately terminating payments then owing to, or the rights of, Executive under Section 7.1(b)(i ) through ( v ) or otherwise upon its determination of any such breach and to obtain specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article V but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Executive and Executive’s agents. However, if it is determined that Executive has not committed a breach of this Article V , then the Company shall resume the payments and benefits due under this Agreement and pay to Executive and Executive’s spouse, if applicable, all payments and benefits that had been suspended pending such determination.
5.7      Immunity from Liability for Confidential Disclosure of Trade Secrets . Executive shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State or local government official, or to an attorney, solely for the purpose of reporting or investigating, a violation of law. Executive shall also not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If Executive files a lawsuit alleging retaliation by the Company for reporting a suspected violation of the law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret in the court proceeding, so long as any document containing the trade secret is filed under seal and does not disclose the trade secret, except pursuant to court order. However, Executive is not authorized to make any disclosures as to which the Company may assert protections from disclosure under the attorney-client privilege or the attorney work product doctrine without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company. This Section 5.7 will govern to the extent it may conflict with any other provision of this Agreement.
ARTICLE VI     
STATEMENTS CONCERNING THE COMPANY

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6.1      Statements by Executive. Executive shall not, at any time, publicly or privately, verbally or in writing, directly or indirectly, make or cause to be made any defaming and/or disparaging, derogatory, misleading, or false statement about the Company or its Affiliates, their products, or any current or former directors, officers, employees, or agents of the Company or its Affiliates, or the business strategy, plans, policies, practices, or operations of the Company or its Affiliates, to any person or entity, including without limitation, members of the investment community, press, customers, competitors, employees, and advisors of the Company or its Affiliates. This Section 6.1 shall not be applied to limit or interfere with Executive’s right to engage in Protected Activities as defined in Section 5.3. A violation or threatened violation of this prohibition may be enjoined by the courts and would be considered a material breach of this Agreement. The rights afforded the Company and its Affiliates under this provision are in addition to any and all rights and remedies otherwise afforded by law.
ARTICLE VII     
EFFECT OF TERMINATION OF EMPLOYMENT ON COMPENSATION
7.1      Effect of Termination of Employment on Compensation – Impairment and Death, Cause, Resignation without Good Reason and election by Executive not to renew the Initial Term or any Renewal Term
(a)      If Executive’s employment hereunder shall terminate for any reason described in Section 3.2(a) ( Impairment ) , 3.2(b) ( Death ) , 3.2(c) ( Cause ) , pursuant to Executive’s resignation other than for Good Reason, or by Executive’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1 , then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to:
(i)      payment of all accrued and unpaid Base Salary to the Date of Termination;
(ii)      except in the case of a termination under Section 3.2(c) (Cause), any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates);
(iii)      reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.5; and
(iv)      benefits to which Executive is entitled under the terms of any applicable benefit plan or program (other than any severance plan or program).
(b)      In addition, if Executive’s employment hereunder is terminated pursuant to Section 3.2(a) ( Impairment ) or 3.2(b) ( Death ) , subject to the Executive’s or Executive’s representative’s or estate’s, as applicable, delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release (defined below)) after the date of such termination of employment, of an executed release substantially in the form of the release attached as Appendix A (the “ Release ”) and subject to Executive’s or Executive’s representative’s or estate’s, as applicable, compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, the Executive’s outstanding equity awards that were granted on or after the Effective Date shall be treated as follows, unless the applicable award agreement provides for more favorable treatment:
(i)      any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination,
(ii)      any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination,
(iii)      awards that vest solely or in part based on performance goals:
(A)
for a termination of employment during the performance period, such awards shall be deemed earned at the target level of performance and a pro-rata number of awards shall vest based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period; and
(B)
for a termination of employment following the end of a performance period applicable to an award, any awards earned during the performance period shall fully vest.

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7.2      Effect of Termination of Employment on Compensation – Resignation for Good Reason or Discretion of the Company without Cause other than within 24 Months Following a Change in Control
(a)      If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2(d) ( Discretion of the Company ) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1 ), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to all payments set forth in Section 7.1(a) , and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination):
(i)      the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event later than March 15th of the calendar year following the calendar year to which such Annual Bonus relates);
(ii)      the Company shall pay to Executive an amount equal to one (1) times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, which amount shall be paid in substantially equal installments in accordance with the Company’s standard payroll practices over the 12 month period following the Date of Termination; provided that the first payment shall commence on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination and shall include any amounts otherwise due prior thereto;
(iii)      a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“ COBRA ”), as determined by the Company on the Date of Termination and (ii) eighteen (18); and
(iv)      notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment:
(A)
any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination,
(B)
any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested in the 12 months immediately following the Date of Termination, shall vest as of the Date of Termination,
(C)
equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals,
i.
for a termination of employment during the first 12 calendar months of a performance period applicable to an award, such awards shall be forfeited;
ii.
for a termination of employment following the end of the first 12 calendar months of a performance period, but prior to end of that performance period, such awards shall be earned at the actual level of performance and a pro-rata number of awards based on the number of full and partial months the Executive was employed within the performance period over the number of total months in the performance period shall vest in accordance with the terms of the relevant award; and

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iii.
for a termination of employment following the end of the performance period applicable to an award, any awards earned during that performance period shall fully vest as of the Date of Termination.
7.3      Effect of Termination of Employment on Compensation – Resignation for Good Reason or Discretion of the Company without Cause within 24 Months Following a Change in Control.
(a)      If Executive’s employment hereunder shall terminate pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2(d) ( Discretion of the Company ) (which includes the Company’s election not to renew the Initial Term or any Renewal Term in accordance with Section 3.1 ), in each case, within twenty-four (24) months following a Change in Control, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to all payments set forth in Section 7.1(a) , and subject to Executive’s delivery, within 30 days (or 45 days if the Company determines necessary and set forth in the Release) after the date of Executive’s termination of employment, of an executed release substantially in the form of the Release and subject to Executive’s compliance with all of the surviving provisions of this Agreement and non-revocation of the Release, Executive shall receive the following additional compensation and benefits from the Company (but no other compensation or benefits after such termination):
(i)      the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year at target, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on the first payroll date that falls on or immediately following the 60 th day after Executive’s Date of Termination;
(ii)      the Company shall pay to Executive an amount equal to two times the sum of Executive’s Base Salary as of the Date of Termination and the Average Annual Bonus, in a lump sum on the first payroll date that falls on or immediately following the 60th days after Executive’s Date of Termination;
(iii)      a lump sum payment on the first payroll date that falls on or immediately following the 60th day after Executive’s Date of Termination equal to the product of (i) the monthly cost of the premium for coverage under the Company’s group health plans under COBRA, as determined by the Company on the Date of Termination and (ii) eighteen (18); and
(iv)      notwithstanding anything to the contrary in the applicable award agreement, unless the applicable award agreement provides for more favorable treatment and provided the applicable stock incentive plan allows: (A) any sign-on or one-time special equity awards that were not awarded to the Executive as part of the Company’s annual LTIP, shall fully vest as of the Date of Termination, (B) any equity awards granted as part of the annual LTIP that vest solely based on continued employment or service that would have, but for the termination of the Executive’s employment, vested following the Date of Termination, shall fully vest as of the Date of Termination, (C) equity awards granted as part of the annual LTIP that vest solely or in part based on performance goals, (1) for a termination of employment during the performance period applicable to an award, such awards shall be deemed earned at the greater of actual or target level of performance and any time-vesting condition shall be satisfied as of the Date of Termination and (2) for a termination of employment following the end of the performance period applicable to an award, any awards earned during the performance period, and that would have, but for the termination of the Executive’s employment, vested following the Date of Termination, shall fully vest as of the Date of Termination. In the event the applicable stock incentive plan does not allow for vesting of any award as outlined herein, Executive shall be entitled to the most favorable treatment for vesting of that award available under the applicable stock incentive plan.
The payments and benefits set forth in this Section 7.1, 7.2 and 7.3, as applicable, shall be the Executive’s sole right to severance or termination pay.
7.4      Section 409A of the Code .
(a)      It is the intention of the parties that this Agreement comply with the requirements of Section 409A of the Code and applicable administrative guidance issued thereunder. Accordingly, to the extent there is any ambiguity as to whether one or more provisions of this Agreement would otherwise contravene the applicable requirements or limitations of Section 409A of the Code, then those provisions shall be interpreted and applied in a manner that does not result in an imposition of a tax or

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penalty under Section 409A of the Code. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Nothing contained in this Agreement shall constitute any representation or warranty by the Company regarding compliance with Section 409A of the Code. Neither the Company nor its directors, officers, employees or advisers shall be liable to Executive (or any individual claiming a benefit through Executive) for any tax, interest or penalties Executive may owe as a result of compensation or benefits paid under this Agreement, and the Company shall have no obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A of the Code.
(b)      Notwithstanding any provision to the contrary in this Agreement, no payments or benefits to which Executive becomes entitled under this Article VII and which constitute deferred compensation within the meaning of Section 409A of the Code shall be made or paid to Executive prior to the earlier of (i) the first business day of the seventh month following the date of Executive’s termination of employment or (ii) the date of Executive’s death ((i) or (ii), as applicable, the “ Section 409A Payment Date ”), if (x) Executive is deemed on termination of employment a “specified employee” within the meaning of that term under Section 409A of the Code, (y) the stock of the Parent Company or any successor Entity is publicly traded on an established market and (z) such delayed commencement is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code. Upon the expiration of the applicable delay period, all payments or benefits delayed pursuant to this provision shall be paid in a lump sum to Executive, and any remaining payments or benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.
(c)      For purposes of Section 409A of the Code, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.
(d)      The following provisions shall apply to such reimbursements and any other reimbursements or in-kind benefits provided pursuant to this Agreement in order to assure that such reimbursements do not create a deferred compensation arrangement subject to Section 409A of the Code: (i) the amount of reimbursements or in-kind benefits to which Executive may become entitled in any one calendar year shall not affect the amount of expenses eligible for reimbursement or in-kind benefits provided hereunder in any other calendar year, (ii) each reimbursement to which Executive becomes entitled shall be made no later than the close of business of the calendar year following the calendar year in which the reimbursable expense is incurred; and (iii) executive’s right to reimbursement or in-kind benefits cannot be liquidated or exchanged for any other benefit or payment.
ARTICLE VIII     
NON-COMPETITION AGREEMENT
8.1      Definitions . As used in this Article VIII , the following terms shall have the following meanings:
“ Business ” means (a) during the period of Executive’s employment by the Company, the core products and services provided by the Company and its Affiliates during such period and other products and services that are functionally equivalent to the foregoing, and (b) during the portion of the Prohibited Period that begins on the termination of Executive’s employment with the Company, the products and services provided by the Company and its Affiliates at the time of such termination of employment and other products and services that are functionally equivalent to the foregoing.
“ Competing Business ” means any business or Person that wholly or in any significant part engages in any business competing with the Business in the Restricted Area. In no event will the Company or any of its Affiliates be deemed a Competing Business.
“ Governmental Authority ” means any governmental, quasi-governmental, state, county, city or other political subdivision of the United States or any other country, or any agency, court or instrumentality, foreign or domestic, or statutory or regulatory body thereof.
“ Legal Requirement ” means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization, or other directional requirement (including, without limitation, any of the foregoing that relates to environmental standards or controls, energy regulations and occupational, safety and health standards or controls including those arising under environmental laws) of any Governmental Authority.

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“ Prohibited Period ” means the period during which Executive is employed by the Company hereunder and a period of two (2) years following the termination of Executive’s employment with the Company.
“ Restricted Area ” means the geographic area in which the Company or its Affiliates have operations at the time of Executive’s termination of employment with the Company.
8.2      Non-Competition; Non-Solicitation . Executive and the Company agree to the non-competition and non-solicitation provisions of this Article VIII: (i) in consideration for the Confidential Information provided by the Company to Executive pursuant to Article V; (ii) as part of the consideration for the compensation and benefits to be paid to Executive hereunder; (iii) to protect the trade secrets and Confidential Information of the Company or its Affiliates disclosed or entrusted to Executive by the Company or its Affiliates or created or developed by Executive for the Company or its Affiliates, the business goodwill of the Company or its Affiliates developed through the efforts of Executive and/or the business opportunities disclosed or entrusted to Executive by the Company or its Affiliates; and (iv) as an additional incentive for the Company to enter into this Agreement. Executive further agrees that the terms and provisions of this Agreement are reasonable and constitute an otherwise enforceable agreement to which the terms and provisions of this Section 8.2 are ancillary or a part of as contemplated by TEX. BUS. & COM. CODE ANN. Section 15.50-15.52.
(a)      Subject to the exceptions set forth in Section 8.2(b) , Executive expressly covenants and agrees that during the Prohibited Period (i) Executive will refrain from carrying on or engaging in, directly or indirectly, any Competing Business in the Restricted Area, and (ii) Executive will not, directly or indirectly, own, manage, operate, join, become an employee, partner, owner or member of (or an independent contractor to), control or participate in or be associated in any way with or loan money to, sell or lease equipment to, or sell or lease real property to any business or Person that engages in a Competing Business in the Restricted Area.
(b)      Notwithstanding the restrictions contained in Section 8.2(a) , Executive may own an aggregate of not more than 2% of the outstanding stock of any class of any corporation engaged in a Competing Business, if such stock is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of Section 8.2(a) , provided that Executive does not have the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such corporation. In addition, the restrictions contained in Section 8.2(a) shall not preclude Executive from being employed by a financial institution so long as Executive’s principal duties at such institution are not directly and primarily related to the Business.
(c)      Executive further expressly covenants and agrees that during the Prohibited Period, Executive will not (i) directly or indirectly, solicit, entice, persuade or induce any Person who is an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, or was, during the one-year period prior to the Date of Termination, an officer, employee, consultant, agent, or independent contractor of the Company or any of its Affiliates, to terminate his or her employment, engagement, or associations with the Company or such Affiliate, and/or to become employed by any business or Person other than the Company or such Affiliate, and (ii) directly or indirectly, solicit, entice, persuade or induce any business or Person who or which is a customer of the Company or any of its Affiliates during the one-year period prior to the Date of Termination, to terminate, diminish, reduce, or otherwise alter the nature and/or magnitude of that customer relationship. Notwithstanding the foregoing, the restrictions of clause (i) of this Section 8.2(c) shall not apply with respect to an officer, employee, consultant, agent, or independent contractor whose employment or engagement has been involuntarily terminated by the Company or any of its Affiliates (other than for cause).
(d)      Executive may seek the written consent of the Company, which may be withheld for any reason whatsoever or for no reason at all, to waive the provisions of this Article VIII on a case-by-case basis.
8.3      Relief . Executive acknowledges that money damages would not be a sufficient remedy for any breach of this Article VIII by Executive, and that the Company and/or its Affiliates shall be entitled to enforce the provisions of this Article VIII by immediately terminating payments then owing to Executive under Section 7.1(b)(i ) through [(i v )] or otherwise upon its determination of any such breach and to obtain specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article VIII but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Executive. However, if it is determined that Executive has not committed a breach of this Article VIII , then the Company shall resume the payments and benefits due under this Agreement and pay to Executive all payments and benefits that had been suspended pending such determination.

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8.4      Reasonableness; Enforcement . Executive hereby represents to the Company that Executive has read and understands, and agrees to be bound by, the terms of this Article VIII . Executive and the Company understand and agree that the purpose of the provisions of this Article VIII is to protect the legitimate business interests and goodwill of the Company. Executive acknowledges that the limitations as to time, geographical area and scope of activity to be restrained as contained in this Article VIII are the result of arm’s-length bargaining and are fair and reasonable and do not impose any greater restraint than is necessary to protect the legitimate business interests of the Company in light of (a) the nature and wide geographic scope of the operations of the Business, (b) Executive’s level of control over and contact with the Business in all jurisdictions in which it is conducted, (c) the fact that the Business is conducted throughout the Restricted Area and (d) the amount of compensation and Confidential Information that Executive is receiving in connection with the performance of Executive’s duties hereunder. It is the desire and intent of the parties that the provisions of this Article VIII be enforced to the fullest extent permitted under applicable Legal Requirements, whether now or hereafter in effect and therefore, to the extent permitted by applicable Legal Requirements, Executive and the Company hereby waive any provision of applicable Legal Requirements that would render any provision of this Article VIII invalid or unenforceable.
8.5      Reformation . The Company and Executive agree that the foregoing restrictions are reasonable under the circumstances and that any breach of the covenants contained in this Article VIII would cause irreparable injury to the Company and its Affiliates. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses anywhere in the Restricted Area during the Prohibited Period, but acknowledges that Executive will receive sufficiently high remuneration and other benefits from the Company to justify such restriction. Further, Executive acknowledges that Executive’s skills are such that Executive can be gainfully employed in non-competitive employment, and that the agreement not to compete will not prevent Executive from earning a living. Nevertheless, if any of the aforesaid restrictions are found by a court of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or otherwise unenforceable, the parties agree that any such court is expressly authorized to modify any such unenforceable provision of this Article VIII in lieu of severing such unenforceable provision in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Article VIII , or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The parties expressly agree that this Article VIII , as so modified by the court, shall be binding upon and enforceable against each of them. By agreeing to this contractual modification prospectively at this time, the Company and Executive intend to make this provision enforceable under the law or laws of all applicable States, Provinces and other jurisdictions so that the entire agreement not to compete and this Agreement as prospectively modified shall remain in full force and effect and shall not be rendered void or illegal. Such modification shall not affect the payments made to Executive under this Agreement.
ARTICLE IX     
DISPUTE RESOLUTION
9.1      Dispute Resolution . If any dispute arises out of this Agreement or out of or in connection with any equity compensation award made to Executive by the Company or any of its Affiliates, the complaining party shall provide the other party written notice of such dispute. The other party shall have 10 business days to resolve the dispute to the complaining party’s satisfaction. If the dispute is not resolved by the end of such period, either disputing party may require the other to submit to non-binding mediation with the assistance of a neutral, unaffiliated mediator. If the parties encounter difficulty in agreeing upon a neutral unaffiliated mediator, they shall seek the assistance of the American Arbitration Association (“ AAA ”) in the selection process. If mediation is unsuccessful, or if mediation is not requested by a party, either party may by written notice demand arbitration of the dispute as set out below, and each party hereto expressly agrees to submit to, and be bound by, such arbitration; provided, however , that any party to this Agreement may seek provisional relief, including temporary restraining orders, temporary protective orders, and preliminary injunctive relief, pending arbitration or in aid of arbitration, or both, against the other parties hereto in federal and state courts of competent jurisdiction and provided, further , that any party to this Agreement may seek to enforce, confirm, modify, or vacate an arbitration award in any federal and state court of competent jurisdiction.
(a)      Unless the parties agree on the appointment of a single arbitrator, the dispute shall be referred to one arbitrator appointed by the AAA. The arbitrator will set the rules and timing of the arbitration, but will generally follow the commercial rules of the AAA and this Agreement where same are applicable and shall provide for a reasoned opinion.  
(b)      The arbitration hearing will in no event take place more than 180 days after the appointment of the arbitrator.
(c)      The mediation and the arbitration will take place in Houston, Texas unless otherwise agreed by the parties.

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(d)      The results of the arbitration and the decision of the arbitrator will be final and binding on the parties and each party agrees and acknowledges that these results shall be enforceable in a court of law.
(e)      All costs and expenses of the mediation and arbitration shall be borne equally by the Company and Executive; provided that each party shall be responsible for his or its own attorney fees.
9.2      Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. The arbitrator’s authority to resolve and make written awards is limited to claims between the Executive and the Company alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in this Agreement, and without waiving either party’s right of appeal, if any portion of this class action waiver provision is deemed invalid or unenforceable, then the entire arbitration clause in this Agreement (other than this sentence) shall be void.
ARTICLE X     
MISCELLANEOUS
10.1      Notices . For purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given (a) when received if delivered personally, (b) on the date receipt is acknowledged if delivered by certified mail, postage prepaid, return receipt requested, (c) when received if delivered by overnight courier, or (d) one day after transmission if sent by e-mail, with confirmation of transmission, as follows:
If to Executive, addressed to:        Paul Wilmore
1206 Spring Avenue
Fort Washington, PA 19034
pcwilmore@gmail.com

if to the Company, addressed to:        Cardtronics USA, Inc.    
2050 W Sam Houston Pkwy S, Suite 1300
Houston, Texas 77042
Attention: General Counsel
Email: CATM_Legal@cardtronics.com
or to such other address as either party may furnish to the other in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt. If either party provides notice by e-mail, the party must also send notice by one of the other delivery methods listed in this Section 10.1 , but failure to do so shall not invalidate the e-mail transmission.
10.2      Applicable Law; Submission to Jurisdiction .
(a)      This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas, without regard to conflicts of laws principles thereof.
(b)      With respect to any claim or dispute related to or arising under this Agreement not otherwise subject to arbitration under the terms of this Agreement, the parties hereby consent to the exclusive jurisdiction, forum and venue of the state and federal courts located in the State of Texas.
10.3      Indemnification .
(a)      Save and except for any Proceeding (as herein defined) brought by (i) Executive’s former employer, including any Affiliate thereof (collectively “ Former Employer ”), alleging that Executive’s employment hereunder violates any agreement between Executive and such Former Employer, or (ii) Executive or his estate, if Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether or not the basis of such Proceeding is Executive’s alleged action in an official capacity while serving as a director, officer, member, employee or agent, Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation or bylaws or resolutions of the board of directors of the Company and by the laws of the State of Delaware

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against all cost, expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by Executive in connection therewith, and such indemnification shall continue as to Executive even if he has ceased to be a director, member, employee or agent of the Company or other Entity and shall inure to the benefit of Executive’s heirs, executors and administrators[; provided, however, that Executive shall not be indemnified and held harmless by the Company for any cost, expense, liability, or loss relating to a Proceeding concerning any action of the Executive in which a court of competent jurisdiction determines that such action constitutes fraud, embezzlement, gross negligence, or any criminal act]. In order to be entitled to the above described indemnification Executive must provide prompt written notice to the Company of such Proceeding and the Company (and its insurers) shall be entitled to defend such Proceeding and to enter into such settlement agreements that the Company and its insurers believe is reasonable and necessary so long as Executive is not required to admit any misconduct or liability, nor required to pay any portion of such settlement. To the extent that the Company fails to provide a defense for all claims raised in any Proceeding after receiving notice thereof, the Company to the fullest extent permitted by applicable law shall advance to Executive all reasonable costs and expenses incurred by him in connection with a Proceeding within 20 days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled to be indemnified against such costs and expenses. Notwithstanding anything in this Section 10.3 to the contrary, unless an earlier payment date is specified above, Executive shall be paid (or paid on Executive’s behalf), in accordance with Treasury Regulation Section 1.409A-3(i)(1)(iv), all amounts to which Executive is entitled under this Section 10.3 promptly but no later than the end of the calendar year following the calendar year in which the indemnifiable expense is incurred.
(b)      Neither the failure of the Company (including their boards of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding concerning payment of amounts claimed by Executive under Section 10.3(a ) that indemnification of Executive is proper because he has met the applicable standard of conduct, nor determination by the Company (including its boards of directors, independent legal counsel or stockholders) that Executive has not met such applicable standard of conduct, shall create a presumption that Executive has not met the applicable standard of conduct.
(c)      The Company will continue and maintain a directors and officers’ liability insurance policy covering Executive to the extent the Company provides such coverage for its directors and other executive officers during the term of Executive’s employment with the Company and thereafter until the expiration of all applicable statutes of limitations.
(d)      If the Company enters into an indemnification agreement with any of its directors or executive officers, the Company to the fullest extent permitted by applicable law will enter into an indemnification agreement with Executive on terms and conditions no less favorable than those set forth in any such indemnification agreement.
(e)      No Conflict With Prior Agreements . Executive represents and warrants that Executive’s performance of all the terms of this Agreement does not and shall not breach any fiduciary or other duty or any covenant, agreement or understanding (including, without limitation, any agreement relating to any proprietary information, knowledge or data acquired in confidence, trust or otherwise) to which Executive is a party or by the terms of which Executive may be bound. Executive further covenants and agrees not to enter into any agreement or understanding, either written or oral, in conflict with the provisions of this Agreement
10.4      No Waiver . No failure by either party hereto at any time to provide notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
10.5      Severability . If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.
10.6      Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement.
10.7      Withholding of Taxes and Other Employee Deductions . The Company may withhold from any benefits and payments made pursuant to this Agreement all federal, foreign, state, city and other taxes and withholdings as may be required pursuant to any law or governmental regulation or ruling.
10.8      Headings . The Section headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

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10.9      Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.
10.10      Successors .
(a)      This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. The rights, benefits and obligations of Executive hereunder shall not be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the Company. In addition, any payment owed to Executive hereunder after the date of Executive’s death shall be paid to Executive’s estate.
(b)      This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. This Agreement may be assigned to any successor (whether direct or indirect, by purchase, merger, consolidation, amalgamation, scheme of arrangement, exchange offer, operation of law or otherwise (including any purchase, merger, amalgamation, Change in Control or other Corporate Transaction involving the Company or any Subsidiary or Affiliate of the Company)) by operation of law or expressly in connection with a disposition of substantially all of the assets of the Company. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as provided above.
10.11      Term . Termination of Executive’s employment under this Agreement shall not affect any right or obligation of any party which is accrued or vested prior to such termination. Without limiting the scope of the preceding sentence, the provisions of Articles I , V , VI , VII , VIII , IX and X shall survive any termination of the employment relationship and/or of this Agreement.
10.12      Entire Agreement . Except as provided in any signed written agreement contemporaneously or hereafter executed by the Company and Executive, 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 employment of Executive by the Company. Without limiting the scope of the preceding sentence, all understandings and agreements preceding the date of execution of this Agreement and relating to the subject matter hereof are hereby null and void and of no further force and effect.
10.13      Modification; Waiver . Any modification to or waiver of this Agreement will be effective only if it is in writing and signed by the parties.
10.14      Actions by the Board . Any and all determinations or other actions required of the Board hereunder that relate specifically to Executive’s employment by the Company or the terms and conditions of such employment shall be made by the members of the Board other than Executive if Executive is a member of the Board, and Executive shall not have any right to vote, participate or decide upon any such matter.
10.15      Changes Due to Compliance with Applicable Law . Executive understands that certain laws, as well as rules and regulations promulgated by the Securities and Exchange Commission (including without limitation under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act of 2002) and/or by securities exchanges, do and will require the Company to recoup, and Executive to repay, incentive compensation payable hereunder under the circumstances set forth under such laws, rules and regulations. Such requirements will be set forth from time to time in policies adopted by the Company (so-called “clawback” policies) and Executive acknowledges receipt of the Company’s current clawback policy. Executive acknowledges that amounts paid or payable pursuant to this Agreement as incentive compensation or otherwise by the Company shall be subject to clawback to the extent necessary to comply with such laws, rules, regulations and/or policy, which clawback may include forfeiture, repurchase and/or recoupment of amounts paid or payable hereunder, and Executive agrees to repay such amounts (whether or not still employed by the Company or any of its Affiliates), as required by such laws, rules, regulations or policy. Executive shall repay the Company in cash in immediately available funds within 60 days of demand for payment by the Company or as otherwise agreed by the Company in its sole discretion.
Any such clawback shall not provide Executive any termination rights or other rights to payment under this Agreement (including no right to terminate for Good Reason), nor constitute a breach or violation of this Agreement by the Company. The Executive hereby consents to any changes to the current policy that are adopted to comply with applicable law, rules or regulations (including by securities exchanges). Further, if determined necessary or appropriate by the Board, Executive agrees to enter into an amendment to this Agreement or a separate written agreement with the Company to comply with such laws, rules and regulations thereunder if required thereby or determined appropriate by the Board in its reasonable discretion.

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10.16 Cooperation with Litigation. Notwithstanding this Agreement, Executive agrees to reasonably cooperate with Company by making Executive reasonably available, at the Company’s reasonable request, to testify on behalf of the Company or any of its Affiliates in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company or any of its Affiliates in any such action, suit, or proceeding by providing information to and meeting and consulting with Company any of its Affiliates or any of their counsel or representatives upon reasonable request, provided that such cooperation and assistance shall not materially interfere with Executive's then current activities (to the extent the Executive is no longer employed by the Company) and shall be done in a manner to limit any interference with other activities and any required travel and that the Company agrees to reimburse Executive for all reasonable out of pocket expenses reasonably incurred in connection with such cooperation by Executive. This Section 10.16 shall not be applied to limit or interfere with Executive’s right to engage in Protected Activities as defined in Section 5.3.
(Signature page follows)

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IN WITNESS WHEREOF , the parties have executed this Agreement as of the Effective Date.
COMPANY:
CARDTRONICS USA, INC.


By:     /s/ Edward West                    
Name:      Edward West
Title: Chief Executive Officer                     

EXECUTIVE:

/s/ Paul Wilmore                    
Name: Paul Wilmore


[Signature Page to Employment Agreement]



APPENDIX A
RELEASE AGREEMENT
This Release Agreement (this “ Agreement ” ) constitutes the release referred to in the Employment Agreement (the “ Employment Agreement ” ) dated as of , 2019, by and between Paul Wilmore ( “ Executive ” ) and Cardtronics USA, Inc., a Delaware corporation (the “ Company ” ).
(a)     For good and valuable consideration, including the Company’s provision of certain payments and benefits to Executive in accordance with Section 7.1(b) of the Employment Agreement, Executive hereby releases, discharges and forever acquits the Company, Cardtronics plc, their Affiliates and subsidiaries and the past, present and future stockholders, members, partners, directors, managers, employees, agents, attorneys, heirs, legal representatives, successors and assigns of the foregoing, in their personal and representative capacities (collectively, the “ Company Parties ” ), from any and all liability for, and hereby waives, any and all claims, damages, or causes of action of any kind relating to Executive’s employment with any Company Party, the termination of such employment, and any other acts or omissions on or prior to the date of this Agreement including, without limitation, any alleged violation through the date of this Agreement of: (i) the Age Discrimination in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended; (iii) the Civil Rights Act of 1991; (iv) Section 1981 through 1988 of Title 42 of the United States Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as amended; (viii) the Occupational Safety and Health Act, as amended; (ix) the Family and Medical Leave Act of 1993; (x) Chapter 21 of the Texas Labor Code; (xi) the Texas Whistleblower Act; (xii) the Delaware Discrimination in Employment Act; (xiii) the Delaware Persons with Disabilities Employment Protections Act; (xiv) the Delaware Whistleblowers’ Protection Act; (xv) the Delaware Fair Employment Practices Act; [(xvi) the South Carolina Human Affairs Law;] [(xvi) the Georgia Fair Employment Practices Act; (xvii) the Georgia Equal Pay Act; (xviii) the Georgia Prohibition of Age Discrimination in Employment Act; (xix) the Georgia Equal Employment for Persons with Disabilities Code] [(xvi) the Ohio Civil Rights Act; (xvii) the Ohio Whistleblowers’ Protection Statute]; [(xvi) / (xix) / (xx) / (xviii)] any state anti-discrimination law; [(xvii) / (xx) / (xxi) / (xix)] any state wage and hour law; [(xviii) / (xxi) / (xxii) / (xx)] any other local, state or federal law, regulation or ordinance; [(xix) / (xxii) / (xxiii) / (xxi)] any public policy, contract, tort, or common law claim; [(xx) / (xxiii) / (xxiv) / (xxii)] any allegation for costs, fees, or other expenses including attorneys’ fees incurred in these matters; [(xxi) / (xxiv) / (xxv) / (xxiii)] any and all rights, benefits or claims Executive may have under any employment contract, incentive compensation plan or stock option plan with any Company Party or to any ownership interest in any Company Party except as expressly provided in the Employment Agreement and any stock option or other equity compensation agreement between Executive and the Company; and [(xxii) / (xxv) / (xxvi) / (xxiv)] any claim for compensation or benefits of any kind not expressly set forth in the Employment Agreement or any such stock option or other equity compensation agreement (collectively, the “ Released Claims ” ).
(b)     The release of claims set forth in this Agreement shall not be applied to modify or affect: (i) Executive’s right to enforce the terms of this Agreement or the Employment Agreement; (ii) Executive’s right to receive an award from a “Government Agency” (as defined in Section 5.3 of the Employment Agreement) under its whistleblower program for reporting in good faith a possible violation of law to such “Government Agency”; (iii) any vested rights and benefits that Executive may have under any applicable Company benefit or compensation plan; (iv) any recovery to which Executive may be entitled pursuant to workers’ compensation and unemployment insurance laws; (v) Executive’s right to challenge the validity of this release under the ADEA; (vi) any rights that arise after the date Executive executes this Agreement; or (vii) any right where a waiver is expressly prohibited by law.
(c)     The Executive relinquishes any right, and agrees not to seek future employment or re-employment with any of the Company Parties, and acknowledges that the Company Parties shall have the right to refuse to re-employ the Executive, in each case without liability of the Company Parties.
(d)     The Executive acknowledges and agrees that even though claims and facts in addition to those now known or believed by the Executive to exist may subsequently be discovered, it is the intention of the Executive in executing this Agreement that the general release in subsection (a) shall be effective as a full and final accord and satisfaction, and release of and from all liabilities, disputes, claims, and matters covered under the general release in subsection (a), known or unknown, suspected or unsuspected.
(e)     The furnishing of certain payments and benefits to Executive in accordance with Section 7.1(b) of the Employment Agreement will not be deemed an admission of liability or wrongdoing by the Company Parties. This Agreement is not intended to indicate that any Released Claims actually exist or that, if they do exist, they are meritorious. Rather, Executive is simply agreeing that, in exchange for the consideration recited in subsection (a), any and all potential claims of this nature that Executive may have against the Company Parties as of the date of this Agreement, regardless of whether they actually exist, are expressly settled, compromised and waived. By signing this Agreement, Executive is bound by it. Anyone who succeeds to





Executive’s rights and responsibilities, such as heirs or the executor of Executive’s estate, is also bound by this Agreement. This release also applies to any claims brought by any person or agency or class action under which Executive may have a right or benefit. THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.
(f)     By executing and delivering this Agreement, Executive acknowledges that:
(i)
the consideration given for the release in this Agreement is in addition to anything of value to which the Executive was already entitled;
(ii)
Executive has carefully read this Agreement;
(i)
Executive has had at least [21 days/45 days] to consider this Agreement before the execution and delivery hereof to the Company;
(ii)
Executive has been and hereby is advised in writing that Executive may, at Executive’s option, discuss this Agreement with an attorney of Executive’s choice and that Executive has had adequate opportunity to do so; and
(iii)
Executive fully understands the final and binding effect of this Agreement; the only promises made to Executive to sign this Agreement are those stated in the Employment Agreement and herein; and Executive is signing this Agreement voluntarily and of Executive’s own free will, and that Executive understands and agrees to each of the terms of this Agreement.
Notwithstanding the initial effectiveness of this Agreement, Executive may revoke the delivery (and therefore the effectiveness) of this Agreement within the seven day period beginning on the date Executive delivers this Agreement to the Company (such seven day period being referred to herein as the “ Release Revocation Period ” ). To be effective, such revocation must be in writing signed by Executive and must be delivered to the address of the Chief Executive Officer of the Company before 11:59 p.m., Houston, Texas time, on the last day of the Release Revocation Period. If an effective revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force or effect and shall be null and void ab initio . No consideration shall be paid if this Agreement is revoked by Executive in the foregoing manner.
Executed on this _______day of _____________, _______.
 
 
 
 

STATE OF
 
§
 
 
§
COUNTY OF
 
§

BEFORE ME, the undersigned authority personally appeared ___________________________, by me known or who produced valid identification as described below, who executed the foregoing instrument and acknowledged before me that he subscribed to such instrument on this ___________ day of ______________, ________.

NOTARY PUBLIC in and for the
State of ____________
My Commission Expires: ____________
Identification produced:







A102CATMFORMLTIPOPTIO_IMAGE1.JPG
CARDTRONICS PLC
FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN
NONQUALIFIED STOCK OPTION AWARD AGREEMENT FOR EMPLOYEES
(Time-Based)
The grant of nonqualified stock options (each an “ Option ” and collectively, “ Options ”) to [●] (the “ Participant ”) on [●] (the “ Grant Date ”) by Cardtronics plc, an English public limited company (the “ Company ”), is subject to the terms and conditions of the Cardtronics plc Fourth Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by the Company) (the “ Plan ”) and this Option Award Agreement (this “ Agreement ”). By the Participant’s acceptance (electronic or otherwise) of this grant of Options, the Participant agrees to all the terms and conditions of the Plan, this Agreement, and any country-specific terms and conditions set forth in the addendum to this Agreement.
1.
Grant of Options . This Agreement applies to the grant to the Participant of Options to purchase all or any part of an aggregate of [●] Class A ordinary shares, nominal value $0.01 each, of Cardtronics plc (“ Ordinary Shares ”) following the vesting of such Options in accordance with and subject to this Agreement and the Plan. The exercise price of each Option is $[●] per Ordinary Share (the “ Exercise Price ”), which is not less than Fair Market Value on the Grant Date, and is subject to adjustment as set forth in the Plan.
2.
Vesting Schedule . The Participant’s Options will vest in accordance with the following schedule provided the Participant is continuously employed by the Employer through the specified vesting date (each a “ Vesting Date ”) and subject to this Agreement and the Plan:
Vesting Date
Fraction of Options that Vest on Vesting Date
[●]
[●]
[●]
[●]
[●]
[●]

3.
Definitions . To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
(a)
“ Cause ” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company; provided, however , that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful




misconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refused without proper legal reason to perform the Participant’s duties and responsibilities to the Company or any Affiliate; (iii) has materially breached any material provision of a written agreement or corporate policy or code of conduct established by the Company or any Affiliate; (iv) has willfully engaged in conduct that is materially injurious to the Company or any Affiliate; (v) has disclosed without specific authorization from the Company confidential information of the Company or any Affiliate that is materially injurious to any such entity; (vi) has committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any Affiliate; or (vii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).
(b)
“Disability” shall mean that a Participant (i) 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; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.
(c)
“Employer” shall mean the Company or Subsidiary that employs the Participant.
(d)
“Qualified Retirement” shall mean the resignation of the Participant who (i) has a minimum of five years of employment with the Company or any Affiliate and (ii) is at least 60 years of age as of the date of retirement.
(e)
“Termination Date” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
4.
Termination of Service . Unless otherwise expressly provided in this Section 4 , in the event the Participant’s employment with Employer terminates, the Participant shall cease vesting in the Options as of the Termination Date and any unvested Options shall be forfeited in their entirety.
(a)
Death or Disability . In the event the Participant’s employment terminates as a result of death or Disability (i) within the fiscal year the Options are granted, a number of Options equal to the product of (a) the total number of Options granted pursuant to this Agreement and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed within the fiscal year the Options were granted and (2) twelve (12), shall become fully vested

2



upon such termination or (ii) after the fiscal year the Options are granted, any unvested Options shall become fully vested upon such termination.
(b)
Qualified Retirement . In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of a Qualified Retirement (i) within the fiscal year the Options are granted, a number of Options equal to the product of (a) the total number of Options granted pursuant to this Agreement and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed within the fiscal year the Options were granted and (2) twelve (12), shall become fully vested upon such termination or (ii) after the fiscal year the Options are granted, any unvested Options shall become fully vested upon such termination.
5.
Period of Exercise . Subject to the provisions of the Plan and this Agreement, the Participant may exercise all or any part of the vested Options at any time prior to the earliest to occur of:
(a)
the tenth (10th) anniversary of the Grant Date;
(b)
the date that is twelve (12) months following termination of the Participant’s employment due to death or Disability;
(c)
the date that is sixty (60) months following a termination of the Participant’s employment due to a Qualified Retirement;
(d)
the date that is ninety (90) days following termination of the Participant’s employment other than for death, Disability or Cause; or
(e)
the date of termination of the Participant’s employment for Cause.
6.
Exercise of Options
(a)
Notice of Exercise . The Participant or, in the case of the Participant’s death or Disability, the Participant’s representative may exercise all or any part of the vested Options through an on-line or electronic system established and maintained by the Company’s designated Administrator. The Participant or the Participant’s representative will deliver to the Company, at the time of exercise, payment in a form permissible under Section 7 for the full amount of the Purchase Price (as defined below) and applicable withholding taxes as provided below.
(b)
Issuance of Ordinary Shares . After all requirements with respect to the exercise of the Options have been satisfied, the Committee will cause the Ordinary Shares as to which the Options have been exercised to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “ Administrator ”). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Ordinary Shares or any mistakes or errors in the issuance of the Ordinary Shares.
7.
Payment for Ordinary Shares . The “ Purchase Price ” will be the Exercise Price multiplied by the number of Ordinary Shares with respect to which Options are being exercised. All or part of the Purchase Price and any Tax-Related Items (defined below) may be paid as follows:

3



(a)
Brokered Cashless Exercise . To the extent permitted by applicable law, from the proceeds of a sale through the Administrator on the date of exercise of some or all of the Ordinary Shares to which the exercise relates, subject to any rules established by the Committee. In that case, the Participant will instruct the Administrator to deliver promptly to the Company the amount of sale proceeds to pay the aggregate Purchase Price and/or Tax-Related Items, as applicable. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements or coordinate procedures with one or more brokerage firms.
(b)
Check or Wire Transfer . Via bank certified check or wire transfer.
(c)
Net Exercise . Subject to any rules established by the Committee, by reducing the number of Ordinary Shares otherwise deliverable upon the exercise of the Options by the number of Ordinary Shares having a Fair Market Value equal to the amount of the Purchase Price and/or the Tax-Related Items, as applicable.
8.
Adjustment to Options . In the event of any change with respect to the outstanding Ordinary Share contemplated by Paragraph XIII of the Plan, the Options shall be subject to adjustment in accordance with Paragraph XIII of the Plan.
9.
Corporate Change . In the event of a Corporate Change, (i) if the Participant’s outstanding Options are continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such Options shall be eligible to continue to vest in accordance with the terms of this Agreement; provided that, if, on or following the date of consummation of the Corporate Change, the Participant’s employment is terminated by the Company or the surviving company or corporation or its parent without Cause or as a result of death or Disability of the Participant, such Options shall fully vest,  or (ii) if the Participant’s outstanding Options are not continued, assumed or substituted for awards with substantially the same terms by the Company or the surviving company or corporation or its parent, such outstanding Options shall fully vest immediately prior to the Corporate Change, subject to the terms of the Plan.
10.
Withholding of Tax . Regardless of any action the Company or its Affiliates take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including the grant of the Options, the vesting of the Options, the exercise of the Options and the subsequent sale of any Ordinary Shares acquired pursuant to the exercise of the Options and (ii) do not commit to structure the terms of the grant or any aspect of the Options to reduce or eliminate the Participant’s liability for Tax-Related Items. The Company may refuse to deliver any Ordinary Shares due upon exercise of the Options if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. If no such action is taken then the Participant shall be deemed to have authorized the Company to sell or procure the sale of a sufficient amount of the Ordinary Shares

4



subject to his Option on his behalf to ensure that the relevant Company or its Affiliates receives the amount required to discharge the Tax-Related Items and the number of Ordinary Shares subject to his or her Option shall be reduced accordingly. All other Tax-Related Items related to the Options and any Ordinary Shares issued in connection with the exercise of Options are the Participant’s sole responsibility.
11.
Nature of Grant . In accepting the grant of the Options, the Participant acknowledges, understands and agrees that:

(a)
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
(b)
the grant of Options is voluntary and occasional and does not create any contractual or other right to receive future grants of Options, or benefits in lieu of Options, even if Options have been granted in the past;
(c)
all decisions with respect to future grants of Options or other grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
(d)
the grant of Options and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
(e)
the Participant is voluntarily participating in the Plan;
(f)
the Options and the Ordinary Shares that may be purchased pursuant to the Options are not intended to replace any pension rights or compensation;
(g)
the Options, the Ordinary Shares that may be purchased pursuant to the Options and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(h)
the future value of the Ordinary Shares that may be purchased pursuant to the Options is unknown, indeterminable and cannot be predicted with certainty;
(i)
no claim or entitlement to compensation or damages shall arise from forfeiture of the Options resulting from the Participant ceasing to have rights under or to be entitled to Options, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Options to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if,

5



notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(j)
if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the Options or of any Ordinary Shares issued in connection with the exercise of Options or the subsequent sale of any Ordinary Shares acquired upon exercise of the Options.
12.
Insider Trading and Market Abuse Laws . The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares ( e.g. , the Options) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
13.
Company Policies . The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the Options and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the Options, and the Company’s Recoupment of Incentive Compensation Policy a/k/a Clawback Policy.
14.
Compliance with Law . The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
15.
Country Specific Addendum . Notwithstanding any provisions of this Agreement to the contrary, the Options shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “ Addendum ”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the Options and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
16.
No Advice Regarding Grant . The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the Options, the

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Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
17.
Restriction on Transferability . Except to the extent expressly provided in the Plan or this Agreement, the Options may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
18.
Rights as a Shareholder . The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares that may be purchased upon exercise of the Options until the date of issuance of such Ordinary Shares. Upon exercise the issuance of Ordinary Shares, the Participant will obtain, with respect to the Ordinary Shares received upon exercise of the Options, full voting and other rights as a shareholder of the Company.
19.
Notices . Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
20.
Binding Effect . This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
21.
Conflicts . In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
22.
Severability . If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
23.
Waiver . The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
24.
Language . If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Options, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the Options translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.

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25.
Electronic Signatures . Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.  Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
26.
Data Privacy . The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the Options and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
The Company and its Affiliates hold certain personal information about the Participant, including (but not limited to) the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Options or any other entitlement to shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.
The Company and its Affiliates will transfer Data as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. The Participant hereby expressly authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the

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administration of the Plan and/or the subsequent holding of shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the Plan.
The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting his or her local Human Resources manager.
Where The General Data Protection Regulation (EU) 2016/679 and local implementing data protection laws ("Data Protection Legislation") apply, the Company and its Affiliates confirm that they will comply with Data Protection Legislation when processing a Participant's data and that further information about the processing of personal data is set out in the privacy notice which has been made available by the employing company and to which the Participant has previously been directed.
27.
Controlling Law . The Options and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the Options.

(Signature page follows)


9



IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, and the Participant has executed this Agreement, all as of the date first above written.
CARDTRONICS PLC
 
 
 
 
PARTICIPANT
 
 
 
Accepted on:
  





ADDENDUM
This Addendum includes additional terms and conditions that govern the Options granted to the Participant under the Plan if the Participant resides in, or is employed in, one of the countries addressed herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and the Option Award Unit Agreement (the “ Agreement ”) to which this Addendum is attached.
This Addendum also includes information regarding exchange control laws and certain other issues the Participant should be aware of with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2017. The laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant vests in the Options or sells the Ordinary Shares received upon exercise of the Options.
In addition, the information contained in this Addendum is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the applicable laws in his or her country may apply to his or her situation.
If the Participant (i) is a citizen or resident of a country other than the one in which he or she is currently working or residing, (ii) transfers to another country after the Option grant date, (iii) changes employment status to a consultant position, or (iv) is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall apply to the Participant.
UNITED KINGDOM
Terms and Conditions
Definition of “Disability” : The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of “Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Tax Acknowledgment . Without limitation to Section 10 of the Agreement, the Participant hereby agrees that he is or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority). The Participant also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).

A-2


Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics-uk.com/contact/privacy.asp.

UNITED STATES
Notifications
Code Section 409A . For U.S. taxpayers, it is the intent that the grant of Options as set forth in the Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and restated (the “ Code ”), and any ambiguities herein will be interpreted to so qualify or comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Agreement as may be necessary to ensure that all payments provided for under the Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however , that the Company makes no representation that the grant, vesting, or exercise of the Options will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or exercise of the Options granted pursuant to the Agreement. The Company will have no liability to the Participant or any other party if the Options, the delivery of Ordinary Shares upon exercise of the Optionss or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto.

*    *    *


A-3


A103CATMFORMLTIPTIMEB_IMAGE1.JPG
CARDTRONICS PLC
FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES
(Time-Based)
The grant of restricted stock units (“ RSUs ”) to [●] (the “ Participant ”) on [●] (the “ Grant Date ”) by Cardtronics plc, an English public limited company (the “ Company ”), is subject to the terms and conditions of the Cardtronics plc Fourth Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by the Company) (the “ Plan ”) and this Restricted Stock Unit Agreement (this “ Agreement ”). By the Participant’s acceptance (electronic or otherwise) of this grant of RSUs, the Participant agrees to all the terms and conditions of the Plan, this Agreement, and any country-specific terms and conditions set forth in the addendum to this Agreement.
1.
Grant of RSUs . This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “ Ordinary Share ”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
2.
Vesting Schedule . The Participant’s RSUs will vest in accordance with the following schedule provided the Participant is continuously employed by the Employer through the specified vesting date (each a “ Vesting Date ”) and subject to this Agreement and the Plan:
Vesting Date
Fraction of RSUs that Vest on Vesting Date
[●]
[●]
[●]
[●]
[●]
[●]

3.
Definitions . To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
(a)
“ Cause ” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company; provided, however , that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refused without proper legal reason to perform the Participant’s duties and responsibilities to the Company or any Affiliate; (iii) has materially breached any material




provision of a written agreement or corporate policy or code of conduct established by the Company or any Affiliate; (iv) has willfully engaged in conduct that is materially injurious to the Company or any Affiliate; (v) has disclosed without specific authorization from the Company confidential information of the Company or any Affiliate that is materially injurious to any such entity; (vi) has committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any Affiliate; or (vii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).
(b)
“ Disability ” shall mean that a Participant (i) 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; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.  
(c)
“ Employer ” shall mean the Company or Subsidiary that employs the Participant.
(d)
“ Qualified Retirement ” shall mean the resignation of the Participant who (i) has a minimum of five years of employment with the Company or any Affiliate and (ii) is at least 60 years of age as of the date of retirement.  
(e)
“ Termination Date ” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
4.
Termination of Service . Unless otherwise expressly provided in this Section 4 , in the event the Participant’s employment with Employer terminates, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety.
(a)
Death or Disability . In the event the Participant’s employment terminates as a result of death or Disability (i) within the fiscal year the RSUs are granted, a number of RSUs equal to the product of (a) the total number of RSUs granted pursuant to this Agreement and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed within the fiscal year the RSUs were granted and (2) twelve (12), shall become fully vested upon such termination and paid out in Ordinary Shares within 30 days following such employment termination or (ii) after the fiscal year the RSUs are granted, any unvested RSUs shall become fully vested upon such termination and paid out in Ordinary Shares within 30 days following such employment termination.

2



(b)
Qualified Retirement . In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of a Qualified Retirement (i) within the fiscal year the RSUs are granted, a number of RSUs equal to the product of (a) the total number of RSUs granted pursuant to this Agreement and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed within the fiscal year the RSUs were granted and (2) twelve (12), shall become fully vested upon such termination and paid out in Ordinary Shares within 30 days following such “separation from service” or (ii) after the fiscal year the RSUs are granted, any unvested RSUs shall become fully vested upon such termination and paid out in Ordinary Shares within 30 days following such “separation from service”.
(c)
Section 409A . Notwithstanding the other provisions of this Section 4 or Section 7 , if the Participant is eligible for the payout of Ordinary Shares under this Section 4 or Section 7 and is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), such Participant shall not receive Ordinary Shares in settlement of the RSUs until the earlier of (i) the date which is six months after the Participant’s “separation from service” for any reason other than death or (ii) the date of the Participant’s death.
5.
Settlement of the RSUs . Except as otherwise set forth in Section 4 and Section 7, the Company shall settle the RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “ Administrator ”) on or within 30 days following the Vesting Date, provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations with respect to the vesting or settlement (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Ordinary Shares on the Participant’s behalf). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing or crediting the Ordinary Shares or any mistakes or errors in the issuance or crediting of the Ordinary Shares.
6.
Dividend Equivalent Rights . If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “ DERs ”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with Section 2 . The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to Section 8 . If an RSU is settled before a dividend payment

3



date, but after the dividend record date, the Participant will be entitled to be paid for the DERs that relate to such RSUs on the dividend payment date, or within 30 days thereafter; provided that payment for such DERs shall be made no later than the later of (i) the last day of the taxable year in which the settlement of the RSUs occurs and (ii) the fifteenth (15th) day of the third (3rd) calendar month following the settlement of the RSUs.
7.
Corporate Change . In the event of a Corporate Change, (i) if the Participant’s then outstanding RSUs are continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such RSUs shall be eligible to continue to vest in accordance with the terms of this Agreement; provided that, if, on or following the date of consummation of the Corporate Change, the Participant’s employment is terminated by the Company or the surviving company or corporation or its parent without Cause or as a result of death or Disability of the Participant, and such termination of employment is a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), such RSUs shall fully vest and be paid out in Ordinary Shares within thirty (30) days following such termination,  or (ii) if the Participant’s then outstanding RSUs are not continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such outstanding RSUs shall fully vest as of immediately prior to the Corporate Change and be paid out in Ordinary Shares at the consummation of the Corporate Change.
8.
Withholding of Tax . Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or an Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.
Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company or the Participant’s Employer, as applicable, shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan .
If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held

4



back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs.
The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.
9.
Nature of Grant . In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
(a)
    the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(b)
    all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
(c)
    the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
(d)
    the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
(e)
    the Participant is voluntarily participating in the Plan;
(f)
    the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
(g)
    the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(h)
    the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;

5



(i)
    no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(j)
    if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.
10.
Insider Trading and Market Abuse Laws . The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares ( e.g. , the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
11.
Company Policies . The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company’s Recoupment of Incentive Compensation Policy a/k/a Clawback Policy.
12.
Compliance with Law . The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
13.
Country Specific Addendum . Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “ Addendum ”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary

6



or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
14.
No Advice Regarding Grant . The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
15.
Restriction on Transferability . Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
16.
Rights as a Shareholder . The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
17.
Notices . Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
18.
Binding Effect . This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
19.
Conflicts . In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
20.
Severability . If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
21.
Waiver . The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
22.
Language . If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be

7



drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
23.
Electronic Signatures . Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.  Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
24.
Data Privacy . The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
The Company and its Affiliates hold certain personal information about the Participant, including (but not limited to) the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.
The Company and its Affiliates will transfer Data as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. The Participant hereby expressly authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data,

8



in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the Plan.
The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting his or her local Human Resources manager.
Where The General Data Protection Regulation (EU) 2016/679 and local implementing data protection laws ("Data Protection Legislation") apply, the Company and its Affiliates confirm that they will comply with Data Protection Legislation when processing a Participant's data and that further information about the processing of personal data is set out in the privacy notice which has been made available by the employing company and to which the Participant has previously been directed.
25.
Controlling Law . The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.

(Signature page follows)


9



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

    
CARDTRONICS PLC
 
 
 
 
PARTICIPANT
 
 
 
Accepted on:


    





ADDENDUM
This Addendum includes additional terms and conditions that govern the RSUs granted to the Participant under the Plan if the Participant resides in, or is employed in, one of the countries addressed herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and the Restricted Stock Unit Agreement (the “ Agreement ”) to which this Addendum is attached.
This Addendum also includes information regarding exchange control laws and certain other issues the Participant should be aware of with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2017. The laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant vests in the RSUs or sells the Ordinary Shares issued upon settlement of the RSUs.
In addition, the information contained in this Addendum is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the applicable laws in his or her country may apply to his or her situation.
If the Participant (i) is a citizen or resident of a country other than the one in which he or she is currently working or residing, (ii) transfers to another country after the RSU grant date, (iii) changes employment status to a consultant position, or (iv) is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall apply to the Participant.
AUSTRALIA
Terms and Conditions (General)
Form of Settlement . Notwithstanding any discretion contained in the Plan, the RSUs only will be settled in Ordinary Shares which will be newly issued by the Company. The RSUs do not provide any right for the Participant to receive a cash payment.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws
Notifications
Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1197 (Cth) applies (subject to the conditions in the Act).
CANADA
Terms and Conditions (General)

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Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Form of Settlement . Notwithstanding any discretion contained in the Plan, the RSUs only will be settled in Ordinary Shares. The RSUs do not provide any right for the Participant to receive a cash payment.
Involuntary Termination Terms . In the event of the Participant’s involuntary termination (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment agreement, if any), vesting will terminate as of the date that is the earlier of (i) the date the Participant receives a notice of termination from the Employer, or (ii) the date the Participant is no longer actively rendering services, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law, or common law). The Board or the chief executive officer of the Company or an Affiliate, as applicable, shall have the exclusive discretion to determine when the Participant is no longer actively employed or rendering services for purposes of the RSUs.

Terms and Conditions Applicable if Participant Resides in Quebec
Consent to Receive Information in English . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement Pour Recevoir Des Informations en Anglais . Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Data Protection . The following provision supplements Section 24 of the Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, its Affiliates and any Administrator that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Participant further authorizes the Company and its Affiliates to record such information and to keep such information in the Participant’s employee file.
Notifications
Securities Law Information . Canadian residents may not be permitted to sell or otherwise dispose of any Ordinary Shares acquired upon vesting of the RSUs within Canada. Canadian residents may only be permitted to sell or dispose of any such Ordinary Shares if such sale or disposal takes place outside of Canada on the facilities on which the Ordinary Shares are traded ( i.e. , on the NASDAQ).
Foreign Asset and Account Reporting Notification . If the Participant is a Canadian resident, the Participant may be required to report his or her foreign property on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds C$100,000 at any time during the year. Foreign property

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includes Ordinary Shares acquired under the Plan and may include the RSUs. The RSUs must be reported - generally at a nil cost - if the C$100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Ordinary Shares are acquired, their cost generally is the adjusted cost base of the Ordinary Shares (“ ACB ”). The ACB ordinarily would equal the fair market value of the Ordinary Shares at the time of acquisition, but if the Participant owns other Ordinary Shares, the ACB may have to be averaged with the ACB of the other Ordinary Shares. The form T1135 generally must be filed by April 30 of the following year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.
GERMANY
Terms and Conditions (General)
Definition of "Disability” : The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents : The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Exchange Control Notification . Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ). For payments made or received in connection with securities (including proceeds realized upon the sale of Ordinary Shares), the report must be filed electronically by the fifth day of the month following the month in which the payment was received. The form of report ( Allgemeine Meldeportal Statistik ) can be accessed via Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant is personally responsible for complying with exchange control restrictions in Germany.
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan. Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at: http://www.cardtronics.de/de/privacy.aspx and http://www.cardtronics.de/en/privacy.aspx.
IRELAND
Terms and Conditions (General)
Definition of "Disability” : The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.

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Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents : The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Director Notification Obligation . Irish residents who may be a director, shadow director or secretary of an Irish subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital are required to notify such Irish Subsidiary in writing within a certain time period. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan. Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at: http://www.cardtronics.ie/contact/privacy.asp.
MEXICO
Terms and Conditions (General)
Agreements and consents : The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Plan Document Acknowledgement : By accepting the grant of RSUs, the Participant acknowledges that he or she has received a copy of the Plan and the Agreement, including this Addendum, which the Participant has reviewed. The Participant further acknowledges that he or she accepts all the provisions of the Plan and the Agreement, including this Addendum. The Participant also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 9 of the Agreement, which clearly provides as follows:
(1)    The Participant’s participation in the Plan does not constitute an acquired right;
(2)
The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
(3)    The Participant’s participation in the Plan is voluntary; and
(4)
None of the Company, the Employer or any Affiliate is responsible for any decrease in the value of any Ordinary Shares acquired upon the RSUs vesting.
Nature of Grant . This provision supplements Section 9 of the Agreement:

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By accepting the grant of RSUs, the Participant expressly recognizes that the Company, with its principal operating offices at 3250 Briarpark Drive, Suite 4000, Houston, Texas, 77042, United States of America , is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of Ordinary Shares under the Plan does not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is a Mexican legal entity that employs the Participant and to which the Participant is subordinated ( i.e. , the Employer). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Participant and the Employer and do not form part of the employment conditions and/or benefits provided by the Employer and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment.
The Participant further acknowledges that their participation in the Plan and the offer of the RSU is a private offer.
The Participant further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant’s participation in the Plan at any time without any liability to the Participant.
Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Company, and its Affiliates, branches, representation offices, shareholders, trustees, directors, officers, employees, agents, or legal representatives with respect to any such claim that may arise.
NEW ZEALAND
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Securities Law Information . Warning: This is an offer of rights to receive Ordinary Shares upon vesting of the RSUs subject to the terms of the Plan and the Agreement. RSUs give you a stake in the ownership of the Company. You may receive a return if dividends are paid on the Ordinary Shares. If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preferred shares have been paid. You may lose some or all of your investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You should ask questions, read all documents carefully, and seek independent financial advice before committing to participate in the Plan.

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In addition, you are hereby notified that the documents listed below are available for review on the Company intranet site at the web addresses listed below:
1.

2.
The Company's most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001671013&owner=exclude&count=40&hidefilings=0

3.
The Plan:
http://www.sec.gov/Archives/edgar/data/1671013/000110465916130582/a16-14149_1ex10d3.htm
You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to 3250 Briarpark Drive, Suite 4000, Houston, Texas, 77042, United States of America .  The telephone number at the executive offices is (832) 308-4000.
As noted above, you are advised to carefully read the materials provided before making a decision whether to participate in the Plan. You are also encouraged to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.
SPAIN
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement”: The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Nature of Grant . This provision supplements Section 9 of the Agreement:
In accepting the RSUs, the Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan.
The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate)

A-7



and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs shall be null and void.
Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Notifications
Securities Law Notification . The RSUs described in the Plan and the Agreement, including this Addendum, do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Agreement, including this Addendum, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Notification . The acquisition, ownership and sale of Ordinary Shares under the Plan must be declared for statistical purposes to the Spanish Dirección General de Comercio e Inversiones (the “ DGCI ”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness. Generally, the declaration must be made each January for Ordinary Shares owned as of December 31 of the prior year; however, if the amount of Ordinary Shares acquired or sold exceeds a specific threshold, the declaration must be filed within one month of the acquisition or sale, as applicable.
Foreign Asset / Account Reporting . Spanish residents are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Ordinary Shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.
In addition, the Participant may be subject to certain tax reporting requirements with respect to assets or rights that the Participant holds outside of Spain, including bank accounts, securities and real estate if the aggregate value for a particular category of assets exceeds €50,000 as of December 31 each year. Ordinary Shares acquired under the Plan or other equity programs offered by the Company constitute securities for purposes of this requirement, but unvested awards ( e.g ., RSUs, etc.) are not considered assets or rights for purposes of this reporting requirement. If applicable, the Participant must report the assets on Form 720 by no later than March 31 following the end of the relevant year. After the rights and/or assets are initially reported, the reporting obligation will apply only if the value of previously-reported rights or assets increases by more than €20,000 as of each subsequent December 31 or if the Participant sells or otherwise disposes of previously-reported rights or assets. The Participant should consult with his or her personal advisor to determine the Participant’s obligations in this respect.

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Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics.es/en/privacy.html.

UNITED KINGDOM
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Settlement in Ordinary Shares . Notwithstanding any discretion in the Plan to settle the RSUs in cash, due to tax law considerations in the United Kingdom, the RSUs will be settled in Ordinary Shares only. The RSUs do not provide any right for the Participant to receive a cash payment.
Tax Acknowledgment . Without limitation to Section 8 of the Agreement, the Participant hereby agrees that he is or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority).  The Participant also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
Data Protection .
The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics-uk.com/contact/privacy.asp.
UNITED STATES
Notifications

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Code Section 409A . For U.S. taxpayers, it is the intent that the grant of RSUs as set forth in the Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and restated (the “ Code ”), and any ambiguities herein will be interpreted to so qualify or comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Agreement as may be necessary to ensure that all payments provided for under the Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however , that the Company makes no representation that the grant, vesting, or settlement of the RSUs will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement of the RSUs granted pursuant to the Agreement. The Company will have no liability to the Participant or any other party if the RSUs, the delivery of Ordinary Shares upon settlement of the RSUs or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto.
*    *    *


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A104CATMFORMLTIPPERFO_IMAGE1.JPG
CARDTRONICS PLC
FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES
(Performance-Based)  
The grant of restricted stock units (“ RSUs ”) to [●] (the “ Participant ”) on [●] (the “ Grant Date ”) by Cardtronics plc, an English public limited company (the “ Company ”), is subject to the terms and conditions of the Cardtronics plc Fourth Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by the Company) (the “ Plan ”) and this Restricted Stock Unit Agreement (this “ Agreement ”). By the Participant’s acceptance (electronic or otherwise) of this grant of RSUs, the Participant agrees to all the terms and conditions of the Plan, this Agreement, and any country-specific terms and conditions set forth in the addendum to this Agreement.
1.
Grant of RSUs . This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “ Ordinary Share ”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
2.
Vesting Schedule . The Participant’s RSUs can vest to the extent the Performance Goals (as set forth in Schedule A) applicable to the Performance Period (as specified in Schedule A) are attained, as determined in accordance with this Section 2 . The Committee will meet no later than March [●] of the year following the end of the Performance Period to determine whether the Company met its Performance Goals and approve the final Performance Goals achievement (the “Achievement” ). The Company will issue a written notice to the Participant of the findings as to whether the Company met its Performance Goals and, if so, the specific level achieved (the “ Award Notice ”), and the exact number of RSUs that have vested based on achievement of the Performance Goals (such number of RSUs, the “ Vested RSUs ”).
3.
Definitions . To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
(a)
    “ Cause ” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company; provided, however , that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refused without proper legal reason to perform the Participant’s duties and

1



responsibilities to the Company or any Affiliate; (iii) has materially breached any material provision of a written agreement or corporate policy or code of conduct established by the Company or any Affiliate; (iv) has willfully engaged in conduct that is materially injurious to the Company or any Affiliate; (v) has disclosed without specific authorization from the Company confidential information of the Company or any Affiliate that is materially injurious to any such entity; (vi) has committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any Affiliate; or (vii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).  
(b)
    “ Disability ” shall mean that a Participant (i) 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; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.  
(c)
    “ Employer ” shall mean the Company or Subsidiary that employs the Participant.
(d)
    “ Qualified Retirement ” shall mean the resignation of the Participant who (i) has a minimum of five years of employment with the Company or any Affiliate and (ii) is at least 60 years of age as of the date of retirement.
(e)
     “ Termination Date ” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
4.
Termination of Service . Unless otherwise expressly provided in this Section 4 , in the event the Participant’s employment with Employer terminates prior to the end of the Performance Period, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety.
(a)
     Death or Disability . In the event the Participant’s employment terminates as a result of death or Disability within the Performance Period, the RSUs shall be deemed earned at the Target level and a number of RSUs equal to the product of (i) the total number of RSUs granted pursuant to this Agreement and (ii) the quotient obtained by dividing (a) the number of full and partial months the Participant was employed within the Performance Period and (b) [●] months, shall become vested upon such termination and paid out in Ordinary Shares within 30 days following such employment termination.  

2



(b)
     Qualified Retirement . In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of a Qualified Retirement within the Performance Period, then as of the end of the Performance Period, a number of RSUs (if any) shall vest equal to the product of (i) the total number of Vested RSUs (as determined in accordance with Section 2) and (ii) the quotient obtained by dividing (a) the number of full and partial months the Participant was employed during the Performance Period and (b) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year 2022, following approval of the Achievement.
(c)
Involuntary Termination without Cause . In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of an involuntary termination without Cause (i) within the first twelve (12) months of the Performance Period, then all outstanding RSUs shall be forfeited or (ii) within the last twenty four (24) months of the Performance Period, then as of the end of the Performance Period, a number of RSUs (if any) shall vest equal to the product of (a) the total number of Vested RSUs (as determined in accordance with Section 2) and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed during the Performance Period and (2) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year 2022, following approval of the Achievement.
(d)
     Section 409A . Notwithstanding the other provisions of this Section 4 or Section 7 , if the Participant is eligible for the payout of Ordinary Shares under this Section 4 or Section 7 and is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), such Participant shall not receive Ordinary Shares in settlement of the RSUs until the earlier of (i) the date which is six months after the Participant’s “separation from service” for any reason other than death or (ii) the date of the Participant’s death.
5.
Settlement of the RSUs . Except as otherwise set forth in Section 4 and Section 7, the Company shall settle the Vested RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “ Administrator ”) in calendar year 2022, following approval of the Achievement, but no later than December 31, 2022, provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations with respect to the vesting or settlement (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Ordinary Shares on the Participant’s behalf). Neither the Company nor the Committee will be

3



liable to the Participant or any other Person for damages relating to any delays in issuing or crediting the Ordinary Shares or any mistakes or errors in the issuance or crediting of the Ordinary Shares.
6.
Dividend Equivalent Rights . If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “ DERs ”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with Section 2 . The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to Section 8 . If an RSU is settled before a dividend payment date, but after the dividend record date, the Participant will be entitled to be paid for the DERs that relate to such RSUs on the dividend payment date, or within 30 days thereafter; provided that payment for such DERs shall be made no later than the later of (i) the last day of the taxable year in which the settlement of the RSUs occurs and (ii) the fifteenth (15th) day of the third (3rd) calendar month following the settlement of the RSUs.
7.
Corporate Change . In the event of a Corporate Change, the Participant’s then-outstanding RSUs shall vest immediately prior to the Corporate Change based on the greater of (i) target level of achievement of the Performance Goals and (ii) the actual level of achievement of the Performance Goals as of immediately prior to the Corporate Change and based on pro-rated Performance Goals to account for any shortened Performance Period (if applicable), and shall be paid out in Ordinary Shares at the consummation of the Corporate Change.
8.
Withholding of Tax . Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.
Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan.

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If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs.
The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.
9.
Nature of Grant . In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
(a)
    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
(b)
    the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(c)
    all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
(d)
    the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
(e)
    the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
(f)
    the Participant is voluntarily participating in the Plan;
(g)
    the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
(h)
    the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any

5



purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(i)
    the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
(j)
    no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(k)
    if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.
10.
Insider Trading and Market Abuse Laws . The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares ( e.g. , the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
11.
Company Policies . The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company’s Recoupment of Incentive Compensation Policy a/k/a Clawback Policy.
12.
Compliance with Law . The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and

6



regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
13.
Country Specific Addendum . Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “ Addendum ”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
14.
No Advice Regarding Grant . The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
15.
Restriction on Transferability . Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
16.
Rights as a Shareholder . The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
17.
Notices . Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
18.
Binding Effect . This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
19.
Conflicts . In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
20.
Severability . If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or

7



part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
21.
Waiver . The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
22.
Language . If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
23.
Electronic Signatures . Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.  Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
24.
Data Privacy . The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
The Company and its Affiliates hold certain personal information about the Participant, including (but not limited to) the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of

8



residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.
The Company and its Affiliates will transfer Data as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. The Participant hereby expressly authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the Plan.
The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting his or her local Human Resources manager.
Where The General Data Protection Regulation (EU) 2016/679 and local implementing data protection laws ("Data Protection Legislation") apply, the Company and its Affiliates confirm that they will comply with Data Protection Legislation when processing a Participant's data and that further information about the processing of personal data is set out in the privacy notice which has been made available by the employing company and to which the Participant has previously been directed.
25.
Controlling Law . The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.

(Signature page follows)










9






















    

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

    
CARDTRONICS PLC
 
 
 
 
PARTICIPANT
 
 
 
Accepted on:

    



11




SCHEDULE A
Performance Goals . For the avoidance of doubt, the terms defined in this Agreement shall have the same meaning in this Schedule A. The Committee has adopted the following performance goals (the “ Performance Goals ”) for the period from [●] through [●] (the “ Performance Period ”):
Measure
Threshold
($ in 000’s)
Target
($ in 000’s)
Maximum
($ in 000’s)
Weighting
[●]
[●]
[●]
[●]
[●]
Payout
[●]
[●]
[●]
 


1.
Definitions . In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
2.
Performance Qualifiers . For the RSUs to vest under this Agreement, both of the following performance qualifiers must be met:
(a)
The Company must be compliant with all material public company regulations and reporting requirements for its fiscal year.
(b)
The Participant must achieve the minimum performance standards established by his or her superior (or the Board) and must have completed the required corporate and compliance training assigned as of the end of the Performance Period.
3.
Adjustments . The Performance Goals described in Section 1 of this Schedule A represent the Company’s business as of [●]. The Committee has approved the following categories of adjustments to actual performance for the purposes of calculating the level of performance achieved in this Schedule A. In order for an adjustment category to be used, the adjustment must be reversing the impact actually realized and reported in the Company’s 10-K in a given fiscal year. The Committee, however, will review and approve all adjustments to actual performance prior to completion of the calculation of the RSUs earned under this Agreement. Certain adjustments already may be incorporated in [●] and are not intended to be adjusted twice.

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ADDENDUM
This Addendum includes additional terms and conditions that govern the RSUs granted to the Participant under the Plan if the Participant resides in, or is employed in, one of the countries addressed herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and the Restricted Stock Unit Agreement (the “ Agreement ”) to which this Addendum is attached.
This Addendum also includes information regarding exchange control laws and certain other issues the Participant should be aware of with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2017. The laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant vests in the RSUs or sells the Ordinary Shares issued upon settlement of the RSUs.
In addition, the information contained in this Addendum is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the applicable laws in his or her country may apply to his or her situation.
If the Participant (i) is a citizen or resident of a country other than the one in which he or she is currently working or residing, (ii) transfers to another country after the RSU grant date, (iii) changes employment status to a consultant position, or (iv) is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall apply to the Participant.
AUSTRALIA
Terms and Conditions (General)
Form of Settlement . Notwithstanding any discretion contained in the Plan, the RSUs only will be settled in Ordinary Shares which will be newly issued by the Company. The RSUs do not provide any right for the Participant to receive a cash payment.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1197 (Cth) applies (subject to the conditions in the Act).

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CANADA
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Form of Settlement . Notwithstanding any discretion contained in the Plan, the RSUs only will be settled in Ordinary Shares. The RSUs do not provide any right for the Participant to receive a cash payment.
Involuntary Termination Terms . In the event of the Participant’s involuntary termination (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment agreement, if any), vesting will terminate as of the date that is the earlier of (i) the date the Participant receives a notice of termination from the Employer, or (ii) the date the Participant is no longer actively rendering services, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law, or common law). The Board or the chief executive officer of the Company or an Affiliate, as applicable, shall have the exclusive discretion to determine when the Participant is no longer actively employed or rendering services for purposes of the RSUs.
Terms and Conditions Applicable if Participant Resides in Quebec
Consent to Receive Information in English . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement Pour Recevoir Des Informations en Anglais . Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Data Protection . The following provision supplements Section 24 of the Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, its Affiliates and any Administrator that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Participant further authorizes the Company and its Affiliates to record such information and to keep such information in the Participant’s employee file.
Notifications
Securities Law Information . Canadian residents may not be permitted to sell or otherwise dispose of any Ordinary Shares acquired upon vesting of the RSUs within Canada. Canadian residents may only be permitted to sell or dispose of any such Ordinary Shares if such sale or disposal takes place outside of Canada on the facilities on which the Ordinary Shares are traded ( i.e. , on the NASDAQ).
Foreign Asset and Account Reporting Notification . If the Participant is a Canadian resident, the Participant may be required to report his or her foreign property on form T1135 (Foreign Income Verification Statement)

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if the total cost of the foreign property exceeds C$100,000 at any time during the year. Foreign property includes Ordinary Shares acquired under the Plan and may include the RSUs. The RSUs must be reported - generally at a nil cost - if the C$100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Ordinary Shares are acquired, their cost generally is the adjusted cost base of the Ordinary Shares (“ ACB ”). The ACB ordinarily would equal the fair market value of the Ordinary Shares at the time of acquisition, but if the Participant owns other Ordinary Shares, the ACB may have to be averaged with the ACB of the other Ordinary Shares. The form T1135 generally must be filed by April 30 of the following year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan. Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at: http://www.cardtronics.de/de/privacy.aspx and http://www.cardtronics.de/en/privacy.aspx.

GERMANY
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Exchange Control Notification . Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ). For payments made or received in connection with securities (including proceeds realized upon the sale of Ordinary Shares), the report must be filed electronically by the fifth day of the month following the month in which the payment was received. The form of report ( Allgemeine Meldeportal Statistik ) can be accessed via Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant is personally responsible for complying with exchange control restrictions in Germany.
IRELAND
Terms and Conditions (General)

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Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Director Notification Obligation . Irish residents who may be a director, shadow director or secretary of an Irish subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital are required to notify such Irish Subsidiary in writing within a certain time period. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan. Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at: http://www.cardtronics.ie/contact/privacy.asp.
MEXICO
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Plan Document Acknowledgement . By accepting the grant of RSUs, the Participant acknowledges that he or she has received a copy of the Plan and the Agreement, including this Addendum, which the Participant has reviewed. The Participant further acknowledges that he or she accepts all the provisions of the Plan and the Agreement, including this Addendum. The Participant also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 9 of the Agreement, which clearly provides as follows:
(1)    The Participant’s participation in the Plan does not constitute an acquired right;
(2)
The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
(3)    The Participant’s participation in the Plan is voluntary; and

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(4)
None of the Company, the Employer or any Affiliate is responsible for any decrease in the value of any Ordinary Shares acquired upon the RSUs vesting.
Nature of Grant . This provision supplements Section 9 of the Agreement:
By accepting the grant of RSUs, the Participant expressly recognizes that the Company, with its principal operating offices at 3250 Briarpark Drive, Suite 4000, Houston, Texas, 77042, United States of America , is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of Ordinary Shares under the Plan does not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is a Mexican legal entity that employs the Participant and to which the Participant is subordinated ( i.e. , the Employer). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Participant and the Employer and do not form part of the employment conditions and/or benefits provided by the Employer and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment.
The Participant further acknowledges that their participation in the Plan and the offer of the RSU is a private offer.
The Participant further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant’s participation in the Plan at any time without any liability to the Participant.
Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Company, and its Affiliates, branches, representation offices, shareholders, trustees, directors, officers, employees, agents, or legal representatives with respect to any such claim that may arise.
NEW ZEALAND
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Securities Law Information . Warning: This is an offer of rights to receive Ordinary Shares upon vesting of the RSUs subject to the terms of the Plan and the Agreement. RSUs give you a stake in the ownership of the Company. You may receive a return if dividends are paid on the Ordinary Shares. If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preferred shares have been paid. You may lose some or all of your investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result,

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you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You should ask questions, read all documents carefully, and seek independent financial advice before committing to participate in the Plan.
In addition, you are hereby notified that the documents listed below are available for review on the Company intranet site at the web addresses listed below:
1.
The Company's most recent Annual Report (Form 10-K):
http://www.sec.gov/Archives/edgar/data/1671013/000155837018001333/catm-20171231x10k.htm

2.
The Company's most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001671013&owner=exclude&count=40&hidefilings=0

3.
The Plan:
4.

You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to 3250 Briarpark Drive, Suite 4000, Houston, Texas, 77042, United States of America .  The telephone number at the executive offices is (832) 308-4000.
As noted above, you are advised to carefully read the materials provided before making a decision whether to participate in the Plan. You are also encouraged to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.
SPAIN
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement”: The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Nature of Grant . This provision supplements Section 9 of the Agreement:
In accepting the RSUs, the Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan.
The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express

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assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs shall be null and void.
Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Notifications
Securities Law Notification . The RSUs described in the Plan and the Agreement, including this Addendum, do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Agreement, including this Addendum, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Notification . The acquisition, ownership and sale of Ordinary Shares under the Plan must be declared for statistical purposes to the Spanish Dirección General de Comercio e Inversiones (the “ DGCI ”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness. Generally, the declaration must be made each January for Ordinary Shares owned as of December 31 of the prior year; however, if the amount of Ordinary Shares acquired or sold exceeds a specific threshold, the declaration must be filed within one month of the acquisition or sale, as applicable.
Foreign Asset / Account Reporting . Spanish residents are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Ordinary Shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.
In addition, the Participant may be subject to certain tax reporting requirements with respect to assets or rights that the Participant holds outside of Spain, including bank accounts, securities and real estate if the aggregate value for a particular category of assets exceeds €50,000 as of December 31 each year. Ordinary Shares acquired under the Plan or other equity programs offered by the Company constitute securities for purposes of this requirement, but unvested awards ( e.g ., RSUs, etc.) are not considered assets or rights for purposes of this reporting requirement. If applicable, the Participant must report the assets on Form 720 by no later than March 31 following the end of the relevant year. After the rights and/or assets are initially reported, the reporting obligation will apply only if the value of previously-reported rights or assets increases by more than €20,000 as of each subsequent December 31 or if the Participant sells or otherwise disposes

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of previously-reported rights or assets. The Participant should consult with his or her personal advisor to determine the Participant’s obligations in this respect.
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics.es/en/privacy.html.
UNITED KINGDOM
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Settlement in Ordinary Shares . Notwithstanding any discretion in the Plan to settle the RSUs in cash, due to tax law considerations in the United Kingdom, the RSUs will be settled in Ordinary Shares only. The RSUs do not provide any right for the Participant to receive a cash payment.
Tax Acknowledgment . Without limitation to Section 8 of the Agreement, the Participant hereby agrees that he is or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority).  The Participant also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics-uk.com/contact/privacy.asp.

UNITED STATES

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Notifications
Code Section 409A . For U.S. taxpayers, it is the intent that the grant of RSUs as set forth in the Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and restated (the “ Code ”), and any ambiguities herein will be interpreted to so qualify or comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Agreement as may be necessary to ensure that all payments provided for under the Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however , that the Company makes no representation that the grant, vesting, or settlement of the RSUs will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement of the RSUs granted pursuant to the Agreement. The Company will have no liability to the Participant or any other party if the RSUs, the delivery of Ordinary Shares upon settlement of the RSUs or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto.

*    *    *

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A105CATMFORMLTIPMARKE_IMAGE1.JPG
CARDTRONICS PLC
FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES
(Market-Based)  
The grant of restricted stock units (“ RSUs ”) to [●] (the “ Participant ”) on [●] (the “ Grant Date ”) by Cardtronics plc, an English public limited company (the “ Company ”), is subject to the terms and conditions of the Cardtronics plc Fourth Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by the Company) (the “ Plan ”) and this Restricted Stock Unit Agreement (this “ Agreement ”). By the Participant’s acceptance (electronic or otherwise) of this grant of RSUs, the Participant agrees to all the terms and conditions of the Plan, this Agreement, and any country-specific terms and conditions set forth in the addendum to this Agreement.
1.
Grant of RSUs . This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “ Ordinary Share ”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
2.
Vesting Schedule . The Participant’s RSUs can vest to the extent the Performance Goals (as set forth in Schedule A) applicable to the Performance Period (as specified in Schedule A) are attained, as determined in accordance with this Section 2 . The Committee will meet no later than [●] of the year following the end of the Performance Period to determine whether the Company met its Performance Goals and approve the final Performance Goals achievement (the “Achievement” ). The Company will issue a written notice to the Participant of the findings as to whether the Company met its Performance Goals and, if so, the specific level achieved (the “ Award Notice ”), and the exact number of RSUs that have vested based on achievement of the Performance Goals (such number of RSUs, the “ Vested RSUs ”).
3.
Definitions . To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
(a)
“ Cause ” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company; provided, however , that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful

1



misconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refused without proper legal reason to perform the Participant’s duties and responsibilities to the Company or any Affiliate; (iii) has materially breached any material provision of a written agreement or corporate policy or code of conduct established by the Company or any Affiliate; (iv) has willfully engaged in conduct that is materially injurious to the Company or any Affiliate; (v) has disclosed without specific authorization from the Company confidential information of the Company or any Affiliate that is materially injurious to any such entity; (vi) has committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any Affiliate; or (vii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).  
(b)
“ Disability ” shall mean that a Participant (i) 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; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.  
(c)
“ Employer ” shall mean the Company or Subsidiary that employs the Participant.
(d)
“ Qualified Retirement ” shall mean the resignation of the Participant who (i) has a minimum of five years of employment with the Company or any Affiliate and (ii) is at least 60 years of age as of the date of retirement.
(e)
“ Termination Date ” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
4.
Termination of Service . Unless otherwise expressly provided in this Section 4 or Section 7 , in the event the Participant’s employment with Employer terminates prior to the end of the Performance Period, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety.
(a)
Death or Disability . In the event the Participant’s employment terminates as a result of death or Disability within the Performance Period, the RSUs shall be deemed earned at the Target level and a number of RSUs equal to the product of (i) the total number of RSUs granted pursuant to this Agreement and (ii) the quotient obtained by dividing (a) the number of full and partial months the Participant was employed within the Performance Period and (b)

2



thirty-six (36) months, shall become vested upon such termination and paid out in Ordinary Shares within 30 days following such employment termination.  
(b)
Qualified Retirement . In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of a Qualified Retirement within the Performance Period, then as of the end of the Performance Period, a number of RSUs (if any) shall vest equal to the product of (i) the total number of Vested RSUs (as determined in accordance with Section 2) and (ii) the quotient obtained by dividing (a) the number of full and partial months the Participant was employed during the Performance Period and (b) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year [●], following approval of the Achievement.
(c)
Involuntary Termination without Cause . In the event the Participant has a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), as a result of an involuntary termination without Cause (i) within the first twelve (12) months of the Performance Period, then all outstanding RSUs shall be forfeited, or (ii) within the last twenty four (24) months of the Performance Period, then as of the end of the Performance Period, a number of RSUs (if any) shall vest equal to the product of (a) the total number of Vested RSUs (as determined in accordance with Section 2) and (b) the quotient obtained by dividing (1) the number of full and partial months the Participant was employed during the Performance Period and (2) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year [●], following approval of the Achievement.
(d)
Section 409A . Notwithstanding the other provisions of this Section 4 or Section 7 , if the Participant is eligible for the payout of Ordinary Shares under this Section 4 or Section 7 and is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Participant’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), such Participant shall not receive Ordinary Shares in settlement of the RSUs until the earlier of (i) the date which is six months after the Participant’s “separation from service” for any reason other than death or (ii) the date of the Participant’s death.
5.
Settlement of the RSUs . Except as otherwise set forth in Section 4 and Section 7, the Company shall settle the Vested RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “ Administrator ”) in calendar year [●], following approval of the Achievement, but no later than [●], provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations with respect to the

3



vesting or settlement (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Ordinary Shares on the Participant’s behalf). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing or crediting the Ordinary Shares or any mistakes or errors in the issuance or crediting of the Ordinary Shares.
6.
Dividend Equivalent Rights . If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “ DERs ”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with Section 2 . The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to Section 8 . If an RSU is settled before a dividend payment date, but after the dividend record date, the Participant will be entitled to be paid for the DERs that relate to such RSUs on the dividend payment date, or within 30 days thereafter; provided that payment for such DERs shall be made no later than the later of (i) the last day of the taxable year in which the settlement of the RSUs occurs and (ii) the fifteenth (15th) day of the third (3rd) calendar month following the settlement of the RSUs.
7.
Corporate Change . In the event of a Corporate Change, (i) if the Participant’s then outstanding RSUs are continued, assumed or substituted for awards by the Company or the surviving company or corporation or its parent, a number of such RSUs based on the greater of (A) the target level achievement of the Performance Goals and (B) the actual level of achievement of the Performance Goals as of immediately prior to the Corporate Change and based on pro-rated Performance Goals to account for any shortened Performance Period (if applicable), shall convert to time-based vesting RSUs that shall vest on the last day of the Performance Period and shall be paid out in Ordinary Shares in calendar year [●]; provided that, if, on or following the date of consummation of the Corporate Change, (x) the Participant’s employment is terminated by the Company or the surviving company or corporation or its parent without Cause prior to the end of the Performance Period and such termination of employment is a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h)), such RSUs shall fully vest and be paid out in Ordinary Shares in calendar year [●] or (y) the Participant’s employment is terminated as a result of death or Disability of the Participant prior to the end of the Performance Period, such RSUs shall fully vest and be paid out in Ordinary Shares within thirty (30) days following such termination,  or (ii) if the Participant’s then outstanding RSUs are not continued, assumed or substituted for awards by the Company or the surviving company or corporation or its parent, such outstanding RSUs shall fully vest as of immediately prior to the Corporate Change based on the greater of (A) the target level of achievement of the Performance Goals and (B) the actual level of achievement of the Performance Goals as of immediately prior to the Corporate Change and based on pro-rated Performance Goals to account for any shortened Performance Period (if applicable), and shall be paid out in Ordinary Shares at the consummation of the Corporate Change.
8.
Withholding of Tax . Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due

4



by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.
Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan.
If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs.
The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.
9.
Nature of Grant . In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
(a)
    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
(b)
    the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

5



(c)
    all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
(d)
    the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
(e)
    the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
(f)
    the Participant is voluntarily participating in the Plan;
(g)
    the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
(h)
    the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(i)
    the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
(j)
    no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(k)
    if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.

6



10.
Insider Trading and Market Abuse Laws . The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares ( e.g. , the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
11.
Company Policies . The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company’s Recoupment of Incentive Compensation Policy a/k/a Clawback Policy.
12.
Compliance with Law . The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
13.
Country Specific Addendum . Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “ Addendum ”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
14.
No Advice Regarding Grant . The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
15.
Restriction on Transferability . Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.

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16.
Rights as a Shareholder . The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
17.
Notices . Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
18.
Binding Effect . This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
19.
Conflicts . In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
20.
Severability . If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
21.
Waiver . The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
22.
Language . If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
23.
Electronic Signatures . Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.  Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“.pdf”) form, or

8



by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
24.
Data Privacy . The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
The Company and its Affiliates hold certain personal information about the Participant, including (but not limited to) the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.
The Company and its Affiliates will transfer Data as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. The Participant hereby expressly authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the Plan.
The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data,

9



(ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting his or her local Human Resources manager.
Where The General Data Protection Regulation (EU) 2016/679 and local implementing data protection laws ("Data Protection Legislation") apply, the Company and its Affiliates confirm that they will comply with Data Protection Legislation when processing a Participant's data and that further information about the processing of personal data is set out in the privacy notice which has been made available by the employing company and to which the Participant has previously been directed.
25.
Controlling Law . The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.

(Signature page follows)


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




CARDTRONICS PLC
 
 
 
 
 
 
 
 
 
PARTICIPANT
 
 
 
 
 
 
 
 
Accepted on:
    



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SCHEDULE A
Performance Goals . For the avoidance of doubt, the terms defined in this Agreement shall have the same meaning in this Schedule A. The Committee has adopted the following performance goals (the “ Performance Goals ”) for the period from [●] through [●] (the “ Performance Period ”):
The number of RSUs that will vest pursuant to this Agreement will be calculated by the Committee based on the Company’s “Relative Total Shareholder Return” (as defined below). Specifically, the Committee shall calculate the number of vested RSUs by multiplying the Participant’s number of RSUs granted pursuant to the Agreement by the applicable percentage determined as set forth below based on the Company’s Relative Total Shareholder Return results for the specified period. As noted in the Agreement, special rules apply under certain circumstances.

The following table shall apply for calculating this Award:

Relative Total Shareholder Return Payout Schedule

Performance Level
Payout Level (% of Target)
Relative TSR Ranking
Maximum
[●]
[●] percentile
Target
[●]
[●] percentile
Threshold
[●]
[●] percentile


The maximum percentage by which the Participant’s Target Number of RSUs is multiplied cannot exceed [●] and no RSUs shall vest unless the Company’s Relative Total Shareholder Return performance for the specified period is at least equal to the Threshold performance Level. If the Company’s percentile ranking for Relative Total Shareholder Return falls between designated levels of performance set forth in the above table, the percentage by which the Participant’s Target Number of RSUs is multiplied will be calculated by linear interpolation.

Relative Total Shareholder Return shall mean the percentile ranking of the Company's Total Shareholder Return (as defined below) measured relative to each company in the Comparator Group's Comparator Total Shareholder Return (as defined below) during the Performance Period. The Comparator Group shall consist of the companies included in the [●] with a market capitalization between [●] and [●] as of [●] and which continue to be actively traded under the same ticker symbol on an established securities market through the end of the Performance Period. A component company of the Comparator Group that is acquired at any time during the Performance Period will be eliminated from the Comparator Group for the entire Performance Period. A component company of the Comparator Group filing for bankruptcy protection (and thus no longer publicly traded) at any time during the Performance Period will be deemed to remain in the Comparator Group (at an assumed TSR of negative 100%).

Except as noted in this Schedule A, no adjustments for Extraordinary Items shall be made when calculating Relative Total Shareholder Return.


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Total Shareholder Return for the Company and for each company in the Comparator Group shall be determined by comparing the annual rate of growth between the average stock price for the Company and each company in the Comparator Group for the [●] trading days prior to the beginning of the Performance Period with dividends reinvested at the closing stock price, to the average stock price (for the Company and each company in the Comparator Group) for the final [●] trading days of the Performance Period with dividends reinvested at the closing stock price of the applicable stock on the Ex-dividend date. The Total Shareholder Return calculation shall be adjusted in an equitable manner for any stock splits, reverse stock splits, or other similar transactions.

Performance Qualifiers . For the RSUs to vest under this Agreement, both of the following performance qualifiers must be met:
1.
The Company must be compliant with all material public company regulations and reporting requirements for its fiscal year.
2.
The Participant must achieve the minimum performance standards established by his or her superior (or the Board) and must have completed the required corporate and compliance training assigned as of the end of the Performance Period.



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ADDENDUM
This Addendum includes additional terms and conditions that govern the RSUs granted to the Participant under the Plan if the Participant resides in, or is employed in, one of the countries addressed herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and the Restricted Stock Unit Agreement (the “ Agreement ”) to which this Addendum is attached.
This Addendum also includes information regarding exchange control laws and certain other issues the Participant should be aware of with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2017. The laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant vests in the RSUs or sells the Ordinary Shares issued upon settlement of the RSUs.
In addition, the information contained in this Addendum is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the applicable laws in his or her country may apply to his or her situation.
If the Participant (i) is a citizen or resident of a country other than the one in which he or she is currently working or residing, (ii) transfers to another country after the RSU grant date, (iii) changes employment status to a consultant position, or (iv) is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall apply to the Participant.
AUSTRALIA
Terms and Conditions (General)
Form of Settlement . Notwithstanding any discretion contained in the Plan, the RSUs only will be settled in Ordinary Shares which will be newly issued by the Company. The RSUs do not provide any right for the Participant to receive a cash payment.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1197 (Cth) applies (subject to the conditions in the Act).

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CANADA
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Form of Settlement . Notwithstanding any discretion contained in the Plan, the RSUs only will be settled in Ordinary Shares. The RSUs do not provide any right for the Participant to receive a cash payment.
Involuntary Termination Terms . In the event of the Participant’s involuntary termination (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment agreement, if any), vesting will terminate as of the date that is the earlier of (i) the date the Participant receives a notice of termination from the Employer, or (ii) the date the Participant is no longer actively rendering services, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law, or common law). The Board or the chief executive officer of the Company or an Affiliate, as applicable, shall have the exclusive discretion to determine when the Participant is no longer actively employed or rendering services for purposes of the RSUs.
Terms and Conditions Applicable if Participant Resides in Quebec
Consent to Receive Information in English . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement Pour Recevoir Des Informations en Anglais . Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Data Protection . The following provision supplements Section 24 of the Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, its Affiliates and any Administrator that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Participant further authorizes the Company and its Affiliates to record such information and to keep such information in the Participant’s employee file.
Notifications
Securities Law Information . Canadian residents may not be permitted to sell or otherwise dispose of any Ordinary Shares acquired upon vesting of the RSUs within Canada. Canadian residents may only be permitted to sell or dispose of any such Ordinary Shares if such sale or disposal takes place outside of Canada on the facilities on which the Ordinary Shares are traded ( i.e. , on the NASDAQ).
Foreign Asset and Account Reporting Notification . If the Participant is a Canadian resident, the Participant may be required to report his or her foreign property on form T1135 (Foreign Income Verification Statement)

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if the total cost of the foreign property exceeds C$100,000 at any time during the year. Foreign property includes Ordinary Shares acquired under the Plan and may include the RSUs. The RSUs must be reported - generally at a nil cost - if the C$100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Ordinary Shares are acquired, their cost generally is the adjusted cost base of the Ordinary Shares (“ ACB ”). The ACB ordinarily would equal the fair market value of the Ordinary Shares at the time of acquisition, but if the Participant owns other Ordinary Shares, the ACB may have to be averaged with the ACB of the other Ordinary Shares. The form T1135 generally must be filed by April 30 of the following year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.
GERMANY
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Exchange Control Notification . Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ). For payments made or received in connection with securities (including proceeds realized upon the sale of Ordinary Shares), the report must be filed electronically by the fifth day of the month following the month in which the payment was received. The form of report ( Allgemeine Meldeportal Statistik ) can be accessed via Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant is personally responsible for complying with exchange control restrictions in Germany.
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan. Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at: http://www.cardtronics.de/de/privacy.aspx and http://www.cardtronics.de/en/privacy.aspx.
IRELAND
Terms and Conditions (General)

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Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Director Notification Obligation . Irish residents who may be a director, shadow director or secretary of an Irish subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital are required to notify such Irish Subsidiary in writing within a certain time period. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan. Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at: http://www.cardtronics.ie/contact/privacy.asp.
MEXICO
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Plan Document Acknowledgement . By accepting the grant of RSUs, the Participant acknowledges that he or she has received a copy of the Plan and the Agreement, including this Addendum, which the Participant has reviewed. The Participant further acknowledges that he or she accepts all the provisions of the Plan and the Agreement, including this Addendum. The Participant also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 9 of the Agreement, which clearly provides as follows:
(1)    The Participant’s participation in the Plan does not constitute an acquired right;
(2)
The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
(3)    The Participant’s participation in the Plan is voluntary; and

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(4)
None of the Company, the Employer or any Affiliate is responsible for any decrease in the value of any Ordinary Shares acquired upon the RSUs vesting.
Nature of Grant . This provision supplements Section 9 of the Agreement:
By accepting the grant of RSUs, the Participant expressly recognizes that the Company, with its principal operating offices at 3250 Briarpark Drive, Suite 4000, Houston, Texas, 77042, United States of America , is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of Ordinary Shares under the Plan does not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is a Mexican legal entity that employs the Participant and to which the Participant is subordinated ( i.e. , the Employer). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Participant and the Employer and do not form part of the employment conditions and/or benefits provided by the Employer and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment.
The Participant further acknowledges that their participation in the Plan and the offer of the RSU is a private offer.
The Participant further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant’s participation in the Plan at any time without any liability to the Participant.
Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Company, and its Affiliates, branches, representation offices, shareholders, trustees, directors, officers, employees, agents, or legal representatives with respect to any such claim that may arise.
NEW ZEALAND
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Securities Law Information . Warning: This is an offer of rights to receive Ordinary Shares upon vesting of the RSUs subject to the terms of the Plan and the Agreement. RSUs give you a stake in the ownership of the Company. You may receive a return if dividends are paid on the Ordinary Shares. If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preferred shares have been paid. You may lose some or all of your investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result,

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you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You should ask questions, read all documents carefully, and seek independent financial advice before committing to participate in the Plan.
In addition, you are hereby notified that the documents listed below are available for review on the Company intranet site at the web addresses listed below:
1.
The Company's most recent Annual Report (Form 10-K):
http://www.sec.gov/Archives/edgar/data/1671013/000155837018001333/catm-20171231x10k.htm

2.
The Company's most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001671013&owner=exclude&count=40&hidefilings=0

3.
The Plan:
http://www.sec.gov/Archives/edgar/data/1671013/000110465916130582/a16-14149_1ex10d3.htm

You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to 3250 Briarpark Drive, Suite 4000, Houston, Texas, 77042, United States of America .  The telephone number at the executive offices is (832) 308-4000.
As noted above, you are advised to carefully read the materials provided before making a decision whether to participate in the Plan. You are also encouraged to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.
SPAIN
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement”: The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Nature of Grant . This provision supplements Section 9 of the Agreement:
In accepting the RSUs, the Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan.

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The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs shall be null and void.
Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Notifications
Securities Law Notification . The RSUs described in the Plan and the Agreement, including this Addendum, do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Agreement, including this Addendum, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Notification . The acquisition, ownership and sale of Ordinary Shares under the Plan must be declared for statistical purposes to the Spanish Dirección General de Comercio e Inversiones (the “ DGCI ”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness. Generally, the declaration must be made each January for Ordinary Shares owned as of December 31 of the prior year; however, if the amount of Ordinary Shares acquired or sold exceeds a specific threshold, the declaration must be filed within one month of the acquisition or sale, as applicable.
Foreign Asset / Account Reporting . Spanish residents are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Ordinary Shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.
In addition, the Participant may be subject to certain tax reporting requirements with respect to assets or rights that the Participant holds outside of Spain, including bank accounts, securities and real estate if the aggregate value for a particular category of assets exceeds €50,000 as of December 31 each year. Ordinary Shares acquired under the Plan or other equity programs offered by the Company constitute securities for purposes of this requirement, but unvested awards ( e.g ., RSUs, etc.) are not considered assets or rights for purposes of this reporting requirement. If applicable, the Participant must report the assets on Form 720 by

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no later than March 31 following the end of the relevant year. After the rights and/or assets are initially reported, the reporting obligation will apply only if the value of previously-reported rights or assets increases by more than €20,000 as of each subsequent December 31 or if the Participant sells or otherwise disposes of previously-reported rights or assets. The Participant should consult with his or her personal advisor to determine the Participant’s obligations in this respect.
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics.es/en/privacy.html.

UNITED KINGDOM
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Settlement in Ordinary Shares . Notwithstanding any discretion in the Plan to settle the RSUs in cash, due to tax law considerations in the United Kingdom, the RSUs will be settled in Ordinary Shares only. The RSUs do not provide any right for the Participant to receive a cash payment.
Tax Acknowledgment . Without limitation to Section 8 of the Agreement, the Participant hereby agrees that he is or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority).  The Participant also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics-uk.com/contact/privacy.asp.

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UNITED STATES
Notifications
Code Section 409A . For U.S. taxpayers, it is the intent that the grant of RSUs as set forth in the Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and restated (the “ Code ”), and any ambiguities herein will be interpreted to so qualify or comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Agreement as may be necessary to ensure that all payments provided for under the Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however , that the Company makes no representation that the grant, vesting, or settlement of the RSUs will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement of the RSUs granted pursuant to the Agreement. The Company will have no liability to the Participant or any other party if the RSUs, the delivery of Ordinary Shares upon settlement of the RSUs or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto.

*    *    *

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A106CATMFORMSPECIALTI_IMAGE1.JPG
CARDTRONICS PLC
FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES
(New Hire)  
The grant of restricted stock units (“ RSUs ”) to [●] (the “ Participant ”) on [●] (the “ Grant Date ”) by Cardtronics plc, an English public limited company (the “ Company ”), is subject to the terms and conditions of the Cardtronics plc. Fourth Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by the Company) (the “ Plan ”) and this Restricted Stock Unit Agreement (this “ Agreement ”). By the Participant’s acceptance (electronic or otherwise) of this grant of RSUs, the Participant agrees to all the terms and conditions of the Plan, this Agreement, and any country-specific terms and conditions set forth in the addendum to this Agreement.
1.
Grant of RSUs . This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “ Ordinary Share ”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
2.
Vesting Schedule . The Participant’s RSUs will vest in accordance with the following schedule provided the Participant is continuously employed by the Employer through the specified vesting date (each a “ Vesting Date ”) and subject to this Agreement and the Plan:
[●]
3.
Definitions . To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
(a)
    “ Cause ” shall have the meaning ascribed to it in the Participant’s employment agreement with the Company, a Subsidiary or the Company’s holding company; provided, however, that if the Participant does not have such an employment agreement or the Participant’s employment agreement does not define the term “cause”, then “Cause” shall mean the termination of the Participant’s employment with the Company based on a determination by the Committee (or its delegate) that the Participant: (i) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of the Participant’s duties with respect to the Company or any Affiliate; (ii) has refused without proper legal reason to perform the Participant’s duties and responsibilities to the Company or any Affiliate; (iii) has materially breached any material provision of a written agreement or corporate policy or code of conduct established by the Company or any Affiliate; (iv) has willfully engaged in conduct that is materially injurious to the Company or any Affiliate; (v) has disclosed without specific authorization from the Company




confidential information of the Company or any Affiliate that is materially injurious to any such entity; (vi) has committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any Affiliate; or (vii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).
(b)
    “ Disability ” shall mean that a Participant (i) 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; provided that in all cases, “Disability” shall meet the requirements under Section 409A of the Code.
(c)
    “ Employer ” shall mean the Company or Subsidiary that employs the Participant.
(d)
    “ Termination Date ” shall mean the effective date of termination or cessation of the Participant’s employment with the Employer if the Participant is a resident of, or employed in, the United States. If the Participant is a resident of, or employed outside of the United States, “Termination Date” shall mean the earliest of (i) the date on which notice of termination or cessation of the Participant's employment with the Employer is provided to or by the Participant; (ii) the last day of the Participant’s active service with the Employer or (iii) the last day on which the Participant is an employee of the Employer, as determined in each case without included any required advance notice period and irrespective of the status of the termination under local labor or employment laws.
4.
Termination of Service . Unless otherwise expressly provided in this Section 4 , in the event the Participant’s employment with Employer terminates, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety. In the event the Participant’s employment terminates as a result of death or Disability, any unvested RSUs shall become fully vested and paid out in Ordinary Shares within 30 days following such employment termination.
5.
Settlement of the RSUs . Except as otherwise set forth in Section 4 and Section 7, the Company shall settle the RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “ Administrator ”) on or within 30 days following each Vesting Date, provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or the Employer to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations

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with respect to the vesting or settlement (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Ordinary Shares on the Participant’s behalf). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing or crediting the Ordinary Shares or any mistakes or errors in the issuance or crediting of the Ordinary Shares.
6.
Dividend Equivalent Rights . If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “ DERs ”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with Section 2. The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to Section 8. If an RSU is settled before a dividend payment date, but after the dividend record date, the Participant will be entitled to be paid for the DERs that relate to such RSUs on the dividend payment date, or within 30 days thereafter; provided that payment for such DERs shall be made no later than the later of (i) the last day of the taxable year in which the settlement of the RSUs occurs and (ii) the fifteenth (15th) day of the third (3rd) calendar month following the settlement of the RSUs.
7.
Corporate Change . In the event of a Corporate Change, (i) if the Participant’s then outstanding RSUs are continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such RSUs shall be eligible to continue to vest in accordance with the terms of this Agreement; provided that, if, on or following the date of consummation of the Corporate Change, the Participant’s employment is terminated by the Company or the surviving company or corporation or its parent without Cause or as a result of death or Disability of the Participant, and such termination of employment is a “separation from service (within the meaning of Treasury Regulation 1.409A-1(h)), such RSUs shall fully vest and be paid out in Ordinary Shares within thirty (30) days following such termination,  or (ii) if the Participant’s then outstanding RSUs are not continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such outstanding RSUs shall fully vest as of immediately prior to the Corporate Change and be paid out in Ordinary Shares at the consummation of the Corporate Change.
8.
Withholding of Tax . Regardless of any action the Company or its Affiliates or an Employer takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates or an Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.
Prior to the delivery of Ordinary Shares on or following the vesting of the RSUs, if the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, (i) the Company or the Participant’s Employer, as applicable,

3



shall withhold a sufficient number of whole Ordinary Shares otherwise issuable upon the vesting of the RSUs that have an aggregate fair market value sufficient to pay the Tax-Related Items required to be withheld with respect to the Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan and applicable law or (ii) the Participant will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares at the applicable minimum statutory rate or other withholding rate, including the maximum rate, as determined by the Committee in accordance with the Plan.
If the obligation for the Participant’s Tax-Related Items is satisfied by withholding Ordinary Shares as described herein, the Participant shall be deemed to have been issued the full number of shares of Ordinary Shares issuable upon vesting, notwithstanding that a number of the shares of Ordinary Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of the vesting or any other aspect of the RSUs.
The Company may refuse to deliver any Ordinary Shares due upon settlement of the RSUs if the Participant fails to comply with his or her obligations in connection with the Tax-Related Items as described herein and such Ordinary Shares will be forfeited. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Participant hereby consents to any action reasonably taken by the Company and the Employer to meet their obligation for Tax-Related Items. All other Tax-Related Items related to the RSUs and any Ordinary Shares delivered in payment thereof are the Participant’s sole responsibility.
9.
Nature of Grant . In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
(a)
    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
(b)
    the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(c)
    all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
(d)
    the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
(e)
    the grant of RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company,

4



the Employer or any Affiliate and shall not interfere with the ability of the Employer to terminate the Participant’s employment or service relationship;
(f)
    the Participant is voluntarily participating in the Plan;
(g)
    the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
(h)
    the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and are not part of normal or expected compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(i)
    the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;
(j)
    no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to have rights under or to be entitled to RSUs, whether or not as a result of the Participant’s termination of employment (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees to (x) never to institute a claim against the Company, the Employer or any Affiliate and (y) waive his or her ability, if any, to bring any such claim, and releases the Company, the Employer and all Affiliates from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction; by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(k)
    if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.
10.
Insider Trading and Market Abuse Laws . The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares ( e.g. , the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.

5



11.
Company Policies . The Participant acknowledges and expressly agrees to all of the terms of the Company's policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company's Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company's Recoupment of Incentive Compensation Policy (also known as the “Clawback Policy”).
12.
Compliance with Law . The Company shall not be required to issue or deliver any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
13.
Country Specific Addendum . Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of employment, if different) set forth in the addendum to this Agreement (the “ Addendum ”). If the Participant transfers residence or employment to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
14.
No Advice Regarding Grant . The Company and the Employer are not providing any tax, legal or financial advice, nor is the Company or the Employer making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.
15.
Restriction on Transferability . Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
16.
Rights as a Shareholder . The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
17.
Notices . Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.

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18.
Binding Effect . This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
19.
Conflicts . In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
20.
Severability . If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
21.
Waiver . The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
22.
Language . If the Participant is resident or employed outside of the United States, the Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
23.
Electronic Signatures . Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures.  Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“ .pdf ”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
24.
Data Privacy . The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.

7



The Company and its Affiliates hold certain personal information about the Participant, including (but not limited to) the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.
The Company and its Affiliates will transfer Data as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. The Participant hereby expressly authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the Plan.
The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting his or her local Human Resources manager.
Where The General Data Protection Regulation (EU) 2016/679 and local implementing data protection laws ("Data Protection Legislation") apply, the Company and its Affiliates confirm that they will comply with Data Protection Legislation when processing a Participant's data and that further information about the processing of personal data is set out in the privacy notice which has been made available by the employing company and to which the Participant has previously been directed.
25.
Controlling Law . The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.

8




(Signature page follows)


9



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



CARDTRONICS PLC
 
Aimie M. Killeen, Company Secretary
 
G. Patrick Phillips, Chairman, Compensation Committee
 
PARTICIPANT
 
 
 
Accepted on:




ADDENDUM
This Addendum includes additional terms and conditions that govern the RSUs granted to the Participant under the Plan if the Participant resides in, or is employed in, one of the countries addressed herein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan and the Restricted Stock Unit Agreement (the “ Agreement ”) to which this Addendum is attached.
This Addendum also includes information regarding exchange control laws and certain other issues the Participant should be aware of with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2017. The laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date by the time the Participant vests in the RSUs or sells the Ordinary Shares issued upon settlement of the RSUs.
In addition, the information contained in this Addendum is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the applicable laws in his or her country may apply to his or her situation.
If the Participant (i) is a citizen or resident of a country other than the one in which he or she is currently working or residing, (ii) transfers to another country after the RSU grant date, (iii) changes employment status to a consultant position, or (iv) is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall apply to the Participant.
AUSTRALIA
Terms and Conditions (General)
Form of Settlement . Notwithstanding any discretion contained in the Plan, the RSUs only will be settled in Ordinary Shares which will be newly issued by the Company. The RSUs do not provide any right for the Participant to receive a cash payment.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Tax Information . The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act 1197 (Cth) applies (subject to the conditions in the Act).
CANADA
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates,




such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Form of Settlement . Notwithstanding any discretion contained in the Plan, the RSUs only will be settled in Ordinary Shares. The RSUs do not provide any right for the Participant to receive a cash payment.
Involuntary Termination Terms . In the event of the Participant’s involuntary termination (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment agreement, if any), vesting will terminate as of the date that is the earlier of (i) the date the Participant receives a notice of termination from the Employer, or (ii) the date the Participant is no longer actively rendering services, regardless of any notice period or period of pay in lieu of such notice required under local law (including, but not limited to, statutory law, regulatory law, or common law). The Board or the chief executive officer of the Company or an Affiliate, as applicable, shall have the exclusive discretion to determine when the Participant is no longer actively employed or rendering services for purposes of the RSUs.
Terms and Conditions Applicable if Participant Resides in Quebec
Consent to Receive Information in English . The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.
Consentement Pour Recevoir Des Informations en Anglais . Les parties reconnaissent avoir exigé la rédaction en anglais de la convention, ainsi que de tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à, la présente convention.
Data Protection . The following provision supplements Section 24 of the Agreement:
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company, its Affiliates and any Administrator that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Participant further authorizes the Company and its Affiliates to record such information and to keep such information in the Participant’s employee file.
Notifications
Securities Law Information . Canadian residents may not be permitted to sell or otherwise dispose of any Ordinary Shares acquired upon vesting of the RSUs within Canada. Canadian residents may only be permitted to sell or dispose of any such Ordinary Shares if such sale or disposal takes place outside of Canada on the facilities on which the Ordinary Shares are traded ( i.e. , on the NASDAQ).
Foreign Asset and Account Reporting Notification . If the Participant is a Canadian resident, the Participant may be required to report his or her foreign property on form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds C$100,000 at any time during the year. Foreign property includes Ordinary Shares acquired under the Plan and may include the RSUs. The RSUs must be reported - generally at a nil cost - if the C$100,000 cost threshold is exceeded because of other foreign property the Participant holds. If Ordinary Shares are acquired, their cost generally is the adjusted cost base of the Ordinary Shares (“ ACB ”). The ACB ordinarily would equal the fair market value of the Ordinary Shares

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at the time of acquisition, but if the Participant owns other Ordinary Shares, the ACB may have to be averaged with the ACB of the other Ordinary Shares. The form T1135 generally must be filed by April 30 of the following year. The Participant should consult with his or her personal tax advisor to determine the Participant’s personal reporting obligations.
GERMANY
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Exchange Control Notification . Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ). For payments made or received in connection with securities (including proceeds realized upon the sale of Ordinary Shares), the report must be filed electronically by the fifth day of the month following the month in which the payment was received. The form of report ( Allgemeine Meldeportal Statistik ) can be accessed via Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant is personally responsible for complying with exchange control restrictions in Germany.
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan. Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at: http://www.cardtronics.de/de/privacy.aspx and http://www.cardtronics.de/en/privacy.aspx.
IRELAND
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.

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Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Director Notification Obligation . Irish residents who may be a director, shadow director or secretary of an Irish subsidiary whose interest in the Company represents more than 1% of the Company’s voting share capital are required to notify such Irish Subsidiary in writing within a certain time period. This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary).
MEXICO
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Plan Document Acknowledgement . By accepting the grant of RSUs, the Participant acknowledges that he or she has received a copy of the Plan and the Agreement, including this Addendum, which the Participant has reviewed. The Participant further acknowledges that he or she accepts all the provisions of the Plan and the Agreement, including this Addendum. The Participant also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 9 of the Agreement, which clearly provides as follows:
(1)    The Participant’s participation in the Plan does not constitute an acquired right;
(2)
The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis;
(3)    The Participant’s participation in the Plan is voluntary; and
(4)
None of the Company, the Employer or any Affiliate is responsible for any decrease in the value of any Ordinary Shares acquired upon the RSUs vesting.
Nature of Grant . This provision supplements Section 9 of the Agreement:
By accepting the grant of RSUs, the Participant expressly recognizes that the Company, with its principal operating offices at 3250 Briarpark Drive, Suite 4000, Houston, Texas, 77042, United States of America , is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of Ordinary Shares under the Plan does not constitute an employment relationship between the Participant and the Company since the Participant is participating in the Plan on a wholly commercial basis and the Participant’s sole employer is a Mexican legal entity that employs the Participant and to which the Participant is subordinated ( i.e. , the Employer). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Participant and the Employer and do not form part of the employment conditions and/or

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benefits provided by the Employer and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment.
The Participant further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant’s participation in the Plan at any time without any liability to the Participant.
The Participant further acknowledges that their participation in the Plan and the offer of the RSU is a private offer.
Finally, the Participant hereby declares that the Participant does not reserve any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Company, and its Affiliates, branches, representation offices, shareholders, trustees, directors, officers, employees, agents, or legal representatives with respect to any such claim that may arise.
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan. Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at: http://www.cardtronics.ie/contact/privacy.asp.
NEW ZEALAND
Terms and Conditions (General)
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Notifications
Securities Law Information . Warning: This is an offer of rights to receive Ordinary Shares upon vesting of the RSUs subject to the terms of the Plan and the Agreement. RSUs give you a stake in the ownership of the Company. You may receive a return if dividends are paid on the Ordinary Shares. If the Company runs into financial difficulties and is wound up, you will be paid only after all creditors and holders of preferred shares have been paid. You may lose some or all of your investment.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors to make an informed decision. The usual rules do not apply to this offer because it is made under an employee share purchase scheme. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment. You should ask questions, read all documents carefully, and seek independent financial advice before committing to participate in the Plan.
In addition, you are hereby notified that the documents listed below are available for review on the Company intranet site at the web addresses listed below:

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1.


2.
The Company's most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements:
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001671013&owner=exclude&count=40&hidefilings=0

3.
The Plan:
http://www.sec.gov/Archives/edgar/data/1671013/000110465916130582/a16-14149_1ex10d3.htm

You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to 3250 Briarpark Drive, Suite 4000, Houston, Texas, 77042, United States of America .  The telephone number at the executive offices is (832) 308-4000.
As noted above, you are advised to carefully read the materials provided before making a decision whether to participate in the Plan. You are also encouraged to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.
SPAIN
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement”: The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Agreements and consents: The Participant agrees to enter into any document and/or make any representations as may be required from time to time by the Company, the Employer or any Affiliates, such that the Company or its Affiliates is able to fulfill its obligations and can rely on any necessary exemptions under securities laws and/or can make any necessary filings under local securities laws.
Nature of Grant . This provision supplements Section 9 of the Agreement:
In accepting the RSUs, the Participant consents to participating in the Plan and acknowledges having received and read a copy of the Plan.
The Participant understands that the Company has unilaterally, gratuitously and discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the Employer, the Company or any Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not bind the Company or any Affiliate except as set forth in the Plan or Agreement. Consequently, the Participant understands that the RSUs are granted on the assumption and condition that such RSUs and any Ordinary Shares acquired upon vesting of the RSUs shall not become a part of any employment contract (either with the Employer or the Company or any Affiliate)

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and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. In addition, the Participant understands that the RSUs would not be granted but for the assumptions and conditions referred to above; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the RSUs shall be null and void.
Further, the vesting of the RSUs is expressly conditioned on the Participant’s continuous service, such that if the Participant’s service or employment terminates for any reason whatsoever, the RSUs will cease to vest immediately effective on the date of termination of the Participant’s service or employment. This will be the case, for example, even if the Participant: (a) is considered to be unfairly dismissed without good cause; (b) is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) terminates service or employment due to a change of work location, duties or any other employment or contractual condition; (d) terminates service or employment due to the Company’s or any Affiliate’s unilateral breach of contract; or (e) is terminated from service or employment for any other reason whatsoever. Consequently, upon the Participant’s termination of service or employment for any of the above reasons, the Participant will automatically lose any rights to the RSUs that were unvested on the date of termination.
Notifications
Securities Law Notification . The RSUs described in the Plan and the Agreement, including this Addendum, do not qualify under Spanish regulations as securities. No “offer of securities to the public,” as defined under Spanish law, has taken place or will take place in the Spanish territory. The Plan and the Agreement, including this Addendum, have not been nor will they be registered with the Comisión Nacional del Mercado de Valores (Spanish Securities Exchange Commission), and they do not constitute a public offering prospectus.
Exchange Control Notification . The acquisition, ownership and sale of Ordinary Shares under the Plan must be declared for statistical purposes to the Spanish Dirección General de Comercio e Inversiones (the “ DGCI ”), the Bureau for Commerce and Investments, which is a department of the Ministry of Economy and Competitiveness. Generally, the declaration must be made each January for Ordinary Shares owned as of December 31 of the prior year; however, if the amount of Ordinary Shares acquired or sold exceeds a specific threshold, the declaration must be filed within one month of the acquisition or sale, as applicable.
Foreign Asset / Account Reporting . Spanish residents are required to declare electronically to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the Ordinary Shares held in such accounts if the value of the transactions during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceeds €1,000,000.
In addition, the Participant may be subject to certain tax reporting requirements with respect to assets or rights that the Participant holds outside of Spain, including bank accounts, securities and real estate if the aggregate value for a particular category of assets exceeds €50,000 as of December 31 each year. Ordinary Shares acquired under the Plan or other equity programs offered by the Company constitute securities for purposes of this requirement, but unvested awards ( e.g ., RSUs, etc.) are not considered assets or rights for purposes of this reporting requirement. If applicable, the Participant must report the assets on Form 720 by no later than March 31 following the end of the relevant year. After the rights and/or assets are initially reported, the reporting obligation will apply only if the value of previously-reported rights or assets increases by more than €20,000 as of each subsequent December 31 or if the Participant sells or otherwise disposes of previously-reported rights or assets. The Participant should consult with his or her personal advisor to determine the Participant’s obligations in this respect.

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Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics.es/en/privacy.html.
UNITED KINGDOM
Terms and Conditions (General)
Definition of "Disability”: The definition of "Disability", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Definition of "Qualified Retirement” : The definition of "Qualified Retirement", instead of that provided in this Agreement, shall be determined by the Company or the Participant's Employer and in accordance with the Employer's relevant employment policies, as may be in place from time to time.
Settlement in Ordinary Shares . Notwithstanding any discretion in the Plan to settle the RSUs in cash, due to tax law considerations in the United Kingdom, the RSUs will be settled in Ordinary Shares only. The RSUs do not provide any right for the Participant to receive a cash payment.
Tax Acknowledgment . Without limitation to Section 8 of the Agreement, the Participant hereby agrees that he is or she is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or (if different) the Employer or by HMRC (or any other tax authority or any other relevant authority).  The Participant also hereby agrees to indemnify and keep indemnified the Company and (if different) the Employer against any Tax-Related Items that they are required to pay or withhold on the Participant’s behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority).
Data Protection . The Company and its Affiliates confirm that they shall comply with the General Data Protection Regulation (EU) 2016/679 and the relevant implementing legislation when processing the Participant’s personal data for the purpose of administering the Plan.  Further information about the processing of Participants’ personal data is set out in the privacy notice which is available at:

http://www.cardtronics-uk.com/contact/privacy.asp.
UNITED STATES
Notifications
Code Section 409A . For U.S. taxpayers, it is the intent that the grant of RSUs as set forth in the Agreement shall qualify for exemption from or comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended and restated (the “ Code ”), and any ambiguities herein will be interpreted to so

A-8


qualify or comply. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify the Agreement as may be necessary to ensure that all payments provided for under the Agreement are made in a manner that qualifies for exemption from or complies with Section 409A of the Code; provided, however , that the Company makes no representation that the grant, vesting, or settlement of the RSUs will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to the grant, vesting or settlement of the RSUs granted pursuant to the Agreement. The Company will have no liability to the Participant or any other party if the RSUs, the delivery of Ordinary Shares upon settlement of the RSUs or other payment hereunder that is intended to be exempt from, or compliant with, Section 409A of the Code, is not so exempt or compliant, or for any action taken by the Company with respect thereto.
*    *    *


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A107CATMFORMNONEMPLOY_IMAGE1.JPG

CARDTRONICS PLC
FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN

FOR NON-EMPLOYEE SHARE AND CASH AWARDS
RESTRICTED STOCK UNIT AGREEMENT
(Non-Employee Director)
The grant of restricted stock units (“ RSUs ”) to [●] (the “ Participant ”) on [●] (the “ Grant Date ”) by Cardtronics plc, an English public limited company (the “ Company ”), is subject to the terms and conditions of the Annex to the Cardtronics plc Fourth Amended and Restated 2007 Stock Incentive Plan (as assumed and adopted by the Company) for Non-Employee Share and Cash Awards (the “ Plan ”) and this Restricted Stock Unit Agreement (this “ Agreement ”). By the Participant’s acceptance (electronic or otherwise) of this grant of RSUs, the Participant agrees to all the terms and conditions of the Plan, this Agreement, and any country-specific terms and conditions set forth in the addendum to this Agreement.
1.
Grant of RSUs . This Agreement applies to the grant to the Participant of [●] RSUs. Each RSU represents a contractual right to receive one Class A ordinary share, nominal value $0.01 each, of Cardtronics plc (an “ Ordinary Share ”) following the vesting of such RSU in accordance with and subject to this Agreement and the Plan.
2.
Vesting Schedule . The Participant’s RSUs will vest [●] on [●] (the “ Vesting Date ”) provided the Participant continuously serves as a Director of the Company through the Vesting Date and subject to this Agreement and the Plan.
3.
Definitions . To the extent any capitalized terms used in this Agreement are not defined herein, they shall have the meaning ascribed to them in the Plan. In addition to the terms defined elsewhere herein, the following capitalized terms shall have the meanings indicated below:
(a)
“ Disability ” shall mean a disability entitling the Participant to benefits under the long-term disability plan maintained by the Company or an Affiliate; provided, however, that if the Participant is not eligible to participate in such plan, then the Participant shall be considered to have incurred a “Disability” if an and when the Committee determines in its discretion that the Participant is permanently and totally unable to perform his or her duties for the Company or any Affiliate as a result of




any medically determinable physical or mental impairment as supported by a written medical opinion to the foregoing effect by a physician selected by the Committee.
(b)
“ Termination Date ” shall mean the effective date of termination or cessation of the Participant’s service as a Director of the Company.
4.
Termination of Service . Unless otherwise expressly provided in this Section 4, in the event the Participant’s service as a Director of the Company is terminated, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety. In the event the Participant’s service as a Director of the Company terminates as a result of death or Disability, any unvested RSUs shall become fully vested and paid out in Ordinary Shares within 30 days following termination as a Director of the Company.
5.
Settlement of the RSUs . Except as otherwise set forth in Section 4 or Section 7, the Company shall settle the RSUs by arranging for Ordinary Shares to be credited to the Participant’s account in the electronic stock plan account maintained with the brokerage firm engaged by the Company in connection with the operation of the Plan (the “ Administrator ”) on or within 30 days following the Vesting Date, provided that the Company may require the Participant to pay up the nominal value of such Ordinary Shares of $0.01 before the RSUs are settled. The Participant’s RSUs shall be settled in the form of Ordinary Shares, except to the extent settlement in Ordinary Shares (i) is prohibited under applicable law or would be in breach of the requirements of any applicable regulatory rules, regulations or codes; or (ii) would require the Participant, the Company or an Affiliate to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (and country of service, if different), in which case the RSUs may, at the discretion of the Committee and subject to the Plan and such policies and procedures as it may adopt from time to time, settle the RSUs in cash. The Company may require the Participant to immediately sell any Ordinary Shares acquired by the Participant upon vesting or settlement if necessary to comply with applicable local law or to comply with tax obligations with respect to the vesting or settlement (in which case, the Participant hereby expressly authorizes the Company to issue sales instructions in relation to such Ordinary Shares on the Participant’s behalf). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing or crediting the Ordinary Shares or any mistakes or errors in the issuance or crediting of the Ordinary Shares.
6.
Dividend Equivalent Rights . If the Company declares a dividend with respect to Ordinary Shares, the Participant will receive dividend equivalent rights (the “ DERs ”) equal to the amount of the dividends payable on the dividend payment date with respect to the number of Ordinary Shares represented by the RSUs outstanding as of the dividend record date. The DERs will be subject to the same terms and conditions that apply to the RSUs (including vesting conditions), such that no payment shall be due to the Participant unless and until the corresponding RSUs have vested in accordance with Section 2 . The DERs will be settled in cash on the date the underlying RSUs are settled, subject to the Company’s collection of the Tax-Related Items pursuant to Section 8 . If an RSU is settled before a dividend payment




date, but after the dividend record date, the Participant will be entitled to be paid for the DERs that relate to such RSUs on the dividend payment date, or within 30 days thereafter; provided that payment for such DERs shall be made no later than the later of (i) the last day of the taxable year in which the settlement of the RSUs occurs and (ii) the fifteenth (15th) day of the third (3rd) calendar month following the settlement of the RSUs.
7.
Corporate Change . In the event of a Corporate Change, (i) if the Participant’s then outstanding RSUs are continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such RSUs shall be eligible to continue to vest in accordance with the terms of this Agreement; provided that, if, on or following the date of consummation of the Corporate Change, the Participant’s service is terminated by the Company or the surviving company or corporation or its parent, and such termination of employment is a “separation from service (within the meaning of Treasury Regulation 1.409A-1(h)), such RSUs shall fully vest and be paid out in Ordinary Shares within thirty (30) days following such termination,  or (ii) if the Participant’s then outstanding RSUs are not continued, assumed or substituted for awards with substantially the same terms, by the Company or the surviving company or corporation or its parent, such outstanding RSUs shall fully vest as of immediately prior to the Corporate Change and be paid out in Ordinary Shares at the consummation of the Corporate Change.
8.
Taxes . Regardless of any action the Company or its Affiliates take with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (the “ Tax-Related Items ”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and its Affiliates (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the settlement of RSUs, the subsequent sale of any Ordinary Shares acquired pursuant to the RSUs and the receipt of any dividends or DERs and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items
Participant shall be solely responsible for the payment of any Tax-Related Items and Participant shall timely remit all Tax-Related Items to the Internal Revenue Service and any other required governmental agencies. The Participant further acknowledges and agrees that, during Service and after the Participant’s termination of Service, Participant will indemnify, defend and hold the Company harmless from all such taxes, interest, penalties, fees, damages, liabilities, obligations, losses and expenses arising from a failure or alleged failure to make the required reports and payments for income taxes.
If the Participant’s country of residence (or country of employment, if different) requires withholding of Tax-Related Items, then, at the discretion of the Committee, the Company will withhold, as a result of the Participant’s participation in the Plan or the Participant’s acquisition of Ordinary Shares, at the applicable statutory rate or other withholding rate, the




appropriate Tax-Related Items as determined by the Committee in accordance with the Plan, from the next retainer payment made to the Participant.
9.
Nature of Grant . In accepting the grant of the RSUs, the Participant acknowledges, understands and agrees that:
(a)
the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, suspended or terminated by the Committee at any time, as provided in the Plan and this Agreement;
(b)
the grant of RSUs are voluntary and occasional and do not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(c)
all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Company or the Committee, as applicable, including, but not limited to, the form and timing of awards, the number of Ordinary Shares subject to awards, and the vesting provisions applicable to the awards;
(d)
the Participant shall not be entitled and shall be deemed to have waived any possible entitlement, to any compensation for any loss he may suffer as a result of the exercise by the Company or the Committee of, or its failure to exercise, any of the discretions given to it by the Plan;
(e)
the Participant is voluntarily participating in the Plan;
(f)
the RSUs and the Ordinary Shares subject to the RSUs are not intended to replace any pension rights or compensation;
(g)
the RSUs, the Ordinary Shares subject to the RSUs and the value of the same are an extraordinary item of compensation outside the scope of the Participant’s service as a Director of the Company (and Director contract, if any) and are not part of normal or expected Director compensation for any purpose, including calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
(h)
the future value of the Ordinary Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty; and
(i)
the Participant acknowledges and agrees that the Company and any Affiliate shall not be liable for any exchange rate fluctuation between the Participant’s local currency and the U.S. Dollar that may affect the value of the RSUs or of any amounts due pursuant to the settlement of the RSUs or the subsequent sale of any Ordinary Shares acquired upon settlement.




10.
Insider Trading and Market Abuse Laws . The Participant acknowledges that he or she may be subject to insider trading restrictions and/or market abuse laws in applicable jurisdictions, including the Participant’s country of residence, which may affect the Participant’s ability to acquire or sell Ordinary Shares or rights to Ordinary Shares (e.g., the RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions, including the Participant’s country of residence). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult with his or her personal legal advisor on this matter.
11.
Company Policies . The Participant acknowledges and expressly agrees to all of the terms of the Company’s policies in force and as may be amended or replaced from time to time which apply (as indicated by the terms of such policies) in respect of the grant of the RSUs and receipt of Ordinary Shares thereunder, including (without limitation) the Company’s Stock Ownership Policy, which may apply mandatory holding periods to the Ordinary Shares acquired by the Participant pursuant to the RSUs, and the Company’s Recoupment of Incentive Compensation Policy (also known as the “ Clawback Policy ”).
12.
Compliance with Law . The Company shall not be required to transfer any Ordinary Shares pursuant to this Agreement pending compliance with all applicable securities and other laws, rules and regulations (including any registration requirements or tax withholding requirements) and compliance with the rules and practices of any stock exchange upon which the Ordinary Shares are listed.
13.
Country Specific Addendum . Notwithstanding any provisions of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s country of residence (and country of service, if different) set forth in the addendum to this Agreement (the “ Addendum ”). If the Participant transfers residence or service as a Director to another country reflected in the Addendum, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such special terms and conditions is necessary or advisable in order to comply with local law, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant’s transfer). In all circumstances, any applicable Addendum shall constitute part of this Agreement.
14.
No Advice Regarding Grant . The Company and its Affiliates are not providing any tax, legal or financial advice, nor is the Company or its Affiliates making any recommendations regarding the RSUs, the Participant’s participation in the Plan or the Participant’s acquisition or sale of the underlying Ordinary Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Plan.




15.
Restriction on Transferability . Except to the extent expressly provided in the Plan or this Agreement, the RSUs may not be sold, transferred, pledged, assigned or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void.
16.
Rights as a Shareholder . The Participant shall not have voting or any other rights as a shareholder of the Company with respect to the Ordinary Shares issuable upon the vesting of RSUs until the date of issuance of such Ordinary Shares. Upon settlement of the RSUs, the Participant will obtain, with respect to the Ordinary Shares received in such settlement, full voting and other rights as a shareholder of the Company.
17.
Notices . Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or the Administrator.
18.
Binding Effect . This Agreement shall be binding upon, enforceable against, and inure to the benefit of the Participant, including the Participant’s personal representatives, and the Company and its successors and assigns.
19.
Conflicts . In the event of any conflict between the provisions of the Plan as in effect on the Grant Date and the provisions of this Agreement, except terms otherwise defined herein, the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the date hereof.
20.
Severability . If all or any part of the Plan or this Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or this Agreement not declared to be unlawful or invalid. Any provision of this Agreement (or part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such provision (or part of such provision) to the fullest extent possible while remaining lawful and valid.
21.
Waiver . The waiver by the Company with respect to the Participant (or any other Participant’s) compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant of any provision of this Agreement.
22.
Language . The Participant acknowledges and agrees that it is his or her express intent that the Plan, this Agreement and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the RSUs, be drawn up in English. If the Participant has received the Plan, this Agreement or any other documents related to the RSUs translated




into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.
23.
Electronic Signatures . Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” (“ .pdf ”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.
24.
Data Privacy . The Company and its Affiliates hereby notify the Participant of the following in relation to the Participant’s personal data and the collection, processing and transfer of such data in relation to the grant of the RSUs and the participation in the Plan pursuant to applicable personal data protection laws. The collection, processing and transfer of the Participant’s personal data is necessary for the Company’s administration of the Plan and the Participant’s participation in the Plan, and the Participant’s denial and/or objection to the collection, processing and transfer of personal data may affect the Participant’s ability to participate in the Plan. As such, the Participant expressly and voluntarily acknowledges, consents and agrees (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. Special provisions operate for Participants located in Europe (see below) which do not rely on the Participant's consent as the basis for lawful processing.
The Company and its Affiliates hold certain personal information about the Participant, including (but not limited to) the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all RSUs or any other entitlement to shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor for the purpose of managing and administering the Plan (the “ Data ”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and its Affiliates will process the Data for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant’s country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such information is unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant’s participation in the Plan.




The Company and its Affiliates will transfer Data as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its Affiliates may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. The Participant hereby expressly authorizes (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Participant’s behalf to a broker or other third party with whom the Participant may elect to deposit any shares acquired pursuant to the Plan.
The Participant may, at any time, exercise his or her rights provided under applicable personal data protection laws, which may include the right to (i) obtain confirmation as to the existence of the Data, (ii) verify the content, origin and accuracy of the Data, (iii) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (iv) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant’s participation in the Plan. The Participant may seek to exercise these rights by contacting his or her local Human Resources manager.
Where The General Data Protection Regulation (EU) 2016/679 and local implementing data protection laws ("Data Protection Legislation") apply, the Company and its Affiliates confirm that they will comply with Data Protection Legislation when processing a Participant's data and that further information about the processing of personal data is set out in the privacy notice which has been made available by the employing company and to which the Participant has previously been directed.
25.
Controlling Law . The RSUs and this Agreement are governed by, and subject to, the laws of England and Wales. The English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the RSUs.
(Signature page follows)





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

    
CARDTRONICS PLC
 
 
 
 
PARTICIPANT
 
 
 
Accepted on:


                    


    
    




Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF CARDTRONICS PLC
PURSUANT TO RULE 13A-14(A)  AND RULE 15D-14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Edward H. West, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Cardtronics plc;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2019
 
/s/ Edward H. West
 
 
Edward H. West
 
 
Chief Executive Officer




Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER OF CARDTRONICS PLC
PURSUANT TO RULE 13A-14(A)  AND RULE 15D-14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, 
AS ADOPTED PURSUANT TO SECTION 302 OF THE 
SARBANES-OXLEY ACT OF 2002
I, Gary W. Ferrera, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q (this “report”) of Cardtronics plc;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2019
 
/s/ Gary W. Ferrera
 
 
Gary W. Ferrera
 
 
Chief Financial Officer 




Exhibit 32.1
CERTIFICATION OF 
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Cardtronics plc (“Cardtronics”) for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned each hereby certifies, pursuant to 18 U.S.C. §1350 as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Cardtronics.
Date: May 2, 2019
 
/s/ Edward H. West
 
 
Edward H. West
 
 
Chief Executive Officer
 
 
 
 
 
 
Date: May 2, 2019
 
/s/ Gary W. Ferrera
 
 
Gary W. Ferrera
 
 
Chief Financial Officer