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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
   
☑
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the quarterly period ended March 31, 2020
   
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
Title of each class Trading Symbol(s) Name of each exchange on which registered
 Ordinary Shares, nominal value $0.01 per share  CATM NASDAQ Stock Market
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 ☑ 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 ☑ 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 ☑ 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 ☑
Shares outstanding as of May 6, 2020: 44,463,034 Ordinary shares, nominal value $0.01 per share.


Table of Contents
CARDTRONICS PLC
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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.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

CARDTRONICS PLC
CONSOLIDATED BALANCE SHEETS
(In thousands, excluding share and per share amounts)
March 31, 2020 December 31, 2019
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 613,728    $ 30,115   
Accounts and notes receivable 94,951    101,046   
Less: Allowance for credit losses (8,051)   (5,251)  
     Accounts and notes receivable, net 86,900    95,795   
Inventory, net 11,394    10,618   
Restricted Cash 44,796    87,354   
Prepaid expenses, deferred costs, and other current assets 93,162    84,639   
Total current assets 849,980    308,521   
Property and equipment, net of accumulated depreciation of $531,938 and $525,933 as of March 31, 2020 and December 31, 2019, respectively
434,760    461,277   
Operating lease assets 69,622    76,548   
Intangible assets, net 99,121    113,925   
Goodwill 724,113    752,592   
Deferred tax asset, net 15,231    13,159   
Prepaid expenses, deferred costs, and other noncurrent assets 24,394    37,936   
Total assets $ 2,217,221    $ 1,763,958   
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt $ 278,861    $ —   
Current portion of other long-term liabilities 64,333    53,144   
Accounts payable 35,840    46,478   
Accrued liabilities 274,854    334,762   
Total current liabilities 653,888    434,384   
Long-term liabilities:
Long-term debt 1,043,327    739,475   
Asset retirement obligations 53,359    55,494   
Deferred tax liability, net 45,870    46,878   
Operating lease liabilities 63,827    69,531   
Other long-term liabilities 49,091    37,870   
Total liabilities 1,909,362    1,383,632   
Commitments and contingencies (See Note 15)
Shareholders' equity:
Ordinary shares, $0.01 nominal value; 44,456,153 and 44,676,132 issued and outstanding as of March 31, 2020 and December 31, 2019, respectively
445    447   
Additional paid-in capital 328,528    332,109   
Accumulated other comprehensive loss, net (137,349)   (77,887)  
Retained earnings 116,306    125,763   
Total parent shareholders' equity 307,930    380,432   
Noncontrolling interests (71)   (106)  
Total shareholders’ equity 307,859    380,326   
Total liabilities and shareholders’ equity $ 2,217,221    $ 1,763,958   
The accompanying notes are an integral part of these consolidated financial statements.
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CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, excluding share and per share amounts)
(Unaudited)
  Three Months Ended March 31,
  2020 2019
Revenues:    
ATM operating revenues $ 291,854    $ 302,602   
ATM product sales and other revenues 14,748    15,668   
Total revenues 306,602    318,270   
Cost of revenues:
Cost of ATM operating revenues (excludes depreciation, accretion, and amortization of intangible assets reported separately below. See Note 1(c))
193,665    206,158   
Cost of ATM product sales and other revenues 12,057    11,925   
Total cost of revenues 205,722    218,083   
Operating expenses:
Selling, general, and administrative expenses 42,378    43,660   
Restructuring expenses 1,209    —   
Depreciation and accretion expense 32,211    32,973   
Amortization of intangible assets 8,413    12,412   
Loss on disposal and impairment of assets 921    968   
Total operating expenses 85,132    90,013   
Income from operations 15,748    10,174   
Other expenses:
Interest expense, net 6,421    6,643   
Amortization of deferred financing costs and note discount 3,486    3,292   
Other expenses (income) 3,829    (7,207)  
Total other expenses 13,736    2,728   
 Income before income taxes 2,012    7,446   
Income tax (benefit) expense (3,737)   3,129   
Net income 5,749    4,317   
Net loss attributable to noncontrolling interests (6)   (2)  
Net income attributable to controlling interests and available to common shareholders $ 5,755    $ 4,319   
Net income per common share – basic $ 0.13    $ 0.09   
Net income per common share – diluted $ 0.13    $ 0.09   
Weighted average shares outstanding – basic 44,729,824    46,223,764   
Weighted average shares outstanding – diluted 45,741,261    46,635,033   
The accompanying notes are an integral part of these consolidated financial statements.
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CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
  Three Months Ended March 31,
  2020 2019
Net income $ 5,749    $ 4,317   
Unrealized loss on interest rate swap contracts, net of deferred income tax benefit of $12,103 and $3,196 for the three months ended March 31, 2020 and 2019
(39,842)   (12,703)  
Foreign currency translation adjustments, net of deferred income tax benefit of $561 and $80 for the three months ended March 31, 2020 and 2019, respectively
(19,620)   5,102   
Other comprehensive loss (59,462)   (7,601)  
Total comprehensive loss (53,713)   (3,284)  
Less: Comprehensive income attributable to noncontrolling interests
35    —   
Comprehensive loss attributable to controlling interests $ (53,748)   $ (3,284)  
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents

CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY 
(In thousands)
(Unaudited)
Three Months Ended March 31, 2020
  Common Shares Additional
Paid-In
Capital 		Accumulated
Other
Comprehensive
Loss, Net 		Retained
Earnings 		Noncontrolling
Interests 		 
  Shares Amount Total
Balance as of December 31, 2019 44,676    $ 447    $ 332,109    $ (77,887)   $ 125,763    $ (106)   $ 380,326   
Cumulative effect of change in accounting principle —    —    —    —    (1,871)   —    (1,871)  
Issuance of common shares for share-based compensation, net of forfeitures 286    3    271    —    —    —    274   
Share-based compensation expense —    —    5,193    —    —    —    5,193   
Tax payments related to share-based compensation —    —    (5,515)   —    —    —    (5,515)  
Repurchase of common shares (506)   (5)   (3,530)   —    (13,338)   —    (16,873)  
Unrealized loss on interest rate swap and foreign currency forward contracts, net of deferred income tax benefit of $12,103
—    —    —    (39,842)   —    (39,842)  
Net income attributable to controlling interests —    —    —    —    5,755    —    5,755   
Net loss attributable to noncontrolling interests —    —    —    —    —    (6)   (6)  
Foreign currency translation adjustments, net of deferred income tax benefit of $561
—    —    —    (19,620)   (3)   41    (19,582)  
Balance as of March 31, 2020 44,456    $ 445    $ 328,528    $ (137,349)   $ 116,306    $ (71)   $ 307,859   

Three Months Ended March 31, 2019
  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.


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Table of Contents
CARDTRONICS PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS 
(In thousands)
(Unaudited)
                     Three Months Ended March 31,
  2020 2019
Cash flows from operating activities:    
Net income $ 5,749    $ 4,317   
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation, accretion, and amortization of intangible assets 40,624    45,385   
Amortization of deferred financing costs and note discount 3,486    3,292   
Share-based compensation expense 5,193    4,484   
Deferred income tax expense 9,602    354   
Loss on disposal and impairment of assets 921    968   
Other reserves and non-cash items 4,361    (7,497)  
Changes in assets and liabilities:
Decrease (increase) in accounts and notes receivable, net 3,171    (3,851)  
Increase in prepaid expenses, deferred costs, and other current assets (11,645)   (19,222)  
Increase in inventory, net (1,454)   (2,741)  
Decrease in other assets 3,866    1,740   
Decrease in accounts payable (8,813)   (4,506)  
Decrease in restricted cash liabilities (39,871)   (71,521)  
(Decrease) increase in accrued liabilities (11,209)   27,399   
Decrease in other liabilities (2,861)   (406)  
Net cash provided by (used in) operating activities 1,120    (21,805)  
Cash flows from investing activities:
Additions to property and equipment (18,429)   (29,307)  
Net cash used in investing activities (18,429)   (29,307)  
Cash flows from financing activities:
Proceeds from borrowings under revolving credit facility 731,862    120,918   
Repayments of borrowings under revolving credit facility (144,754)   (144,466)  
Tax payments related to share-based compensation (5,515)   (1,781)  
Proceeds from exercises of stock options 293    2   
Repurchase of common shares (16,873)   —   
Net cash provided by (used in) financing activities 565,013    (25,327)  
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (6,649)   1,263   
Net increase (decrease) in cash, cash equivalents, and restricted cash 541,055    (75,176)  
Cash, cash equivalents, and restricted cash as of beginning of period 117,469    195,410   
Cash, cash equivalents, and restricted cash as of end of period $ 658,524    $ 120,234   
Supplemental disclosure of cash flow information:
Cash paid for interest $ 1,992    $ 1,860   
Cash paid for income taxes $ 2,666    $ 4,720   
The accompanying notes are an integral part of these consolidated financial statements.

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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, 2020, the Company was the world’s largest ATM owner/operator, providing services to over 285,000 ATMs globally, approximately 25% of which are Company-owned.
During the three months ended March 31, 2020, approximately 68% 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 27% 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 5% of the Company’s revenues were derived from the Company’s operations in Australia and New Zealand. As of March 31, 2020, the Company provided processing only services or various forms of managed services solutions to approximately 198,000 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, casinos, 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, but are not limited to, BBVA Compass Bancshares, Inc. (“BBVA”), Citibank, N.A. (“Citibank”), Citizens Financial Group, Inc. (“Citizens”), Cullen/Frost Bankers, Inc. (“Cullen/Frost”), Discover Bank (“Discover”), PNC Bank, N.A. (“PNC Bank”), Santander Bank, N.A. (“Santander”), TD Bank, N.A. (“TD Bank”), United Services Automobile Association ("USAA"), US Bank Corp ("US Bank") in the U.S.; BMO Bank of Montreal (“BMO”), the Bank of Nova Scotia (“Scotiabank”), Canadian Imperial Bank Commerce (“CIBC”), and TD Bank in Canada; the Bank of Queensland Limited (“BOQ”) and HSBC Holdings plc (“HSBC”) in Australia; and Capitec Bank ("Capitec"), Mercantile Bank ("Mercantile") and Old Mutual ("Old Mutual") in South Africa. In Mexico, the Company partners with Scotiabank and Banco Multiva by putting their brands on our ATMs in exchange for certain services provided by them. As of March 31, 2020, approximately 25,000 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 also provides managed services offerings for financial institutions, which generally include full outsourcing of a portion or all of the financial institution's ATMs.
The Company owns and operates the Allpoint network (“Allpoint”), the largest retail based surcharge-free ATM network (based on the number of participating ATMs). Allpoint has over 55,000 participating ATMs and 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 owned 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. 
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The Company’s revenues are generally recurring in nature and historically have been derived primarily 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.
(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. This Form 10-Q should be read along with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 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. The results of operations for the three months ended March 31, 2020 and 2019 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,
2020 2019
(In thousands)
Depreciation and accretion expenses related to ATMs and ATM-related assets $ 22,781    $ 24,607   
Amortization of intangible assets 8,413    12,412   
Total depreciation, accretion, and amortization of intangible assets excluded from Cost of ATM operating revenues $ 31,194    $ 37,019   
(d) Restructuring Expenses
During the three months ended March 31, 2020, the Company continued certain corporate reorganization and cost reduction initiatives that began in 2019. The Company incurred approximately $1.2 million of pre-tax expenses related to this activity that primarily included facility closures, workforce reductions, professional fees and other related charges.


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,
  2020 2019
  (In thousands)
Europe & Africa $ 1,000    $ —   
Corporate $ 209    $ —   
Total $ 1,209    $ —   
The costs incurred in Europe & Africa included facility related costs consisting of non-cash asset write-offs and accelerated lease expenses, presented as a reduction of the associated operating lease assets, and an insignificant amount pertaining to workforce reductions. The costs incurred in Corporate included professional fees. The restructuring liability balance as of March 31, 2020 was $0.6 million and there were no outstanding restructuring liabilities as of March 31, 2019. Restructuring liabilities were $1.0 million and $1.5 million as of December 31, 2019 and 2018, respectively.
(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 recorded in Restricted cash line in the accompanying Consolidated Balance Sheets based on when the Company expects this cash to be paid. Current restricted cash primarily 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 assets is offset by a corresponding liability balance 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 months ended March 31, 2020 and 2019 are presented in the Statements of Cash Flows within the 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, 2020 and 2019, corresponding with the balances in the accompanying Consolidated Statements of Cash Flows.
  March 31,
  2020 2019
  (In thousands)
Cash and cash equivalents $ 613,728    $ 35,444   
Restricted cash 44,796    84,790   
Total cash, cash equivalents, and restricted cash in the Consolidated Statements of Cash Flows $ 658,524    $ 120,234   

See Note 9. Current and Long-Term Debt for discussion of the borrowings made by the Company from its Credit Agreement in March 2020.
(f) Inventory
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, 2020 December 31, 2019
  (In thousands)
ATMs $ 3,554    $ 3,330   
ATM spare parts and supplies 8,142    7,673   
Total inventory 11,696    11,003   
Less: Inventory reserves (302)   (385)  
Inventory, net $ 11,394    $ 10,618   
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(g) Accounts and Notes Receivable-Credit Losses
During the three months ended March 31, 2020, the Company recognized additional estimated credit losses of approximately $0.9 million. As of March 31, 2020, 73% of the Accounts and Notes Receivable balance was current and not yet due and the Company held an allowance for estimated credit losses of $8.1 million.

(2) New Accounting Pronouncements

Adoption of New Accounting Pronouncements
Current Expected Credit Losses. The Company adopted Accounting Standards Codification 326 ("ASC 326") Financial Instruments - Credit Losses on January 1, 2020, via a cumulative-effect adjustment to opening retained earnings. ASC 326 replaced the incurred loss impairment model under which credit losses were recognized when probable. The new guidance requires recognition of credit losses when expected based on a broad range of information, including historical experience and current economic conditions. To implement the standard, the Company applied an aging based methodology using historic loss experience and aging categories. Where necessary, the Company segregated receivables into pools with common characteristics. In addition, where appropriate and where the available information indicated that losses would be minimal, an estimated loss rate was applied. In all cases, losses are recognized when expected. The Company holds no material financing receivables and no other financial instruments measured at amortized cost. The Company's adoption of the Credit Loss Standard had the following impact on the Company’s consolidated statement of financial position:

December 31, 2019 ASC 326 Adoption January 1, 2020
As Reported As Adjusted
(In thousands)
Accounts and Notes Receivable $ 101,046    $ —    $ 101,046   
Allowance for credit losses (5,251)   (2,337)   (7,588)  
Accounts and Notes Receivable, net 95,795    (2,337)   93,458   
Deferred tax asset, net 13,159    466    13,625   
Retained earnings $ 125,763    $ (1,871)   $ 123,892   

Fair Value Measurement. In January 2020, the Company adopted ASU 2018-13, Disclosure Framework (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement in January 2020. This guidance modified the disclosure requirements for fair value measurements. The Company's adoption of these disclosure requirements had no impact on the Company's consolidated financial statements.
Accounting Pronouncements Issued But Not Yet Adopted
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” The new standard simplifies the accounting for income taxes by removing certain exceptions for recognizing deferred taxes, performing intra-period allocations and calculating income taxes in interim periods. The new standard also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements.
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(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, 2020
  (In thousands)
  North America Europe & Africa Australia & New Zealand Eliminations Consolidated
Surcharge revenues $ 80,235    $ 32,596    $ 15,945    $ —    $ 128,776   
Interchange revenues 31,610    44,997    873    —    77,480   
Bank-branding and surcharge-free network revenues 53,768    347    —    —    54,115   
Managed services and processing revenues 27,628    2,018    3,489    (1,652)   31,483   
Total ATM operating revenues 193,241    79,958    20,307    (1,652)   291,854   
ATM product sales and other revenues 12,756    1,942    50    —    14,748   
Total revenues $ 205,997    $ 81,900    $ 20,357    $ (1,652)   $ 306,602   

  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 and processing revenues 25,684    2,325    3,820    (2,913)   28,916   
Total ATM operating revenues 191,046    88,678    25,791    (2,913)   302,602   
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   
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. When customer contracts provide for up-front fees that do not pertain to a distinct performance obligation, the 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:
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•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 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 (surcharge) 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. The Company earns both surcharge and interchange in Spain. 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, 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 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.
•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 fee paid by the financial institution, the financial institution’s customers gain access to use these bank-branded ATMs without paying a surcharge fee. Under the Company’s Allpoint surcharge-free network, financial institutions that participate pay a fixed monthly fee per cardholder and/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. Similarly, transaction-based fee arrangements are recognized monthly. Any up-front fees associated with these arrangements are recognized ratably over the life of the arrangement.
•Managed services and processing revenues. Under managed service agreements, the Company provides various forms of ATM-related services, including monitoring, maintenance, cash management, cash delivery, customer service, on-screen advertising, processing and other services to merchants, financial institutions, and third-party ATM operators. Under processing arrangements, the Company provides transaction processing services to merchants, financial institutions, and third-party operators. Under managed services and processing arrangements, surcharge and interchange fees are generally earned by the customer and the Company typically receives a fixed fee per transaction and/or a periodic management fee per ATM in return for providing the agreed-upon operating services. The managed services and processing fees are recognized as the related services are provided to the customers.
The Company’s bank-branding, surcharge-free network and managed services arrangements result in the Company providing a series of distinct services that have similar patterns of transfer to the customer. As a result, these arrangements create 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 that 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 other revenues. The Company presents revenues from other product sales and services in the ATM product sales and other revenues 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 ownership of the equipment is transferred 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 ownership of the equipment is transferred to the VAR.
13
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, 2020, the Company has recognized no significant contract assets. Contract liabilities totaled $8.2 million and $9.0 million at March 31, 2020 and December 31, 2019, respectively. These amounts represent deferred revenues for advance consideration received primarily in relation to bank-branding and surcharge-free network arrangements. The revenue recognized during the three months ended March 31, 2020 and 2019 on previously deferred revenues was not significant. The Company expects to recognize the revenue associated with its contract liabilities ratably over various periods extending over the next 36 months. During the three months ended March 31, 2020, the Company did not recognize any significant impairment losses related to its contract assets.
Contract Acquisition 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 $7.0 million and $7.5 million at March 31, 2020 and December 31, 2019, respectively. Sales commissions capitalized are generally amortized over a 4-5 year period corresponding with the related agreements. Similarly, the costs incurred to fulfill a contract, primarily 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.
(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,
  2020 2019
  (In thousands)
Cost of ATM operating revenues $ 545    $ 261   
Selling, general, and administrative expenses 4,648    4,223   
Total share-based compensation expense $ 5,193    $ 4,484   
For the three months ended March 31, 2020, total share-based compensation expense increased by $0.7 million compared to the same period of 2019, respectively. This increase is attributable to the amount, timing and terms of share-based payment awards granted during the periods, net of estimated 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 ("Board"), 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
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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, 2020, and changes during the three months ended March 31, 2020, are presented below:
  Number of Shares Weighted Average Grant Date Fair Value
Non-vested RSUs as of December 31, 2019 742,352    $ 29.44   
Granted 703,557    22.98   
Vested (393,094)   29.47   
Forfeited (10,488)   33.14   
Non-vested RSUs as of March 31, 2020 1,042,327    $ 25.03   
The above table only includes earned RSUs. Performance-RSUs and Market-Based RSUs that are not yet earned are not included. The number of Market-Based RSUs granted in 2018, net of forfeitures, was 134,989 units with a weighted average grant date fair value of $24.13. The number of Performance-RSUs granted at target in 2019, net of forfeitures, was 114,607 units with a weighted average grant date fair value of $33.76 per unit. The number of Performance-RSUs granted at target in 2020, net of forfeitures, was 101,438 units with a weighted average grant date fair value of $20.92 per unit. The number of Market-Based RSUs granted in 2019, net of forfeitures, was 114,529 units with a weighted average grant date fair value of $49.23 per unit. The number of Market-Based RSUs granted in 2020, net of forfeitures, was 101,434 units with a weighted average grant date fair value of $25.85. Time-RSUs are included in the listing of outstanding RSUs as granted.
As of March 31, 2020, the unrecognized compensation expense associated with earned RSUs was $10.4 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 2.08 years. 
Options. The number of the Company’s outstanding stock options as of March 31, 2020, and changes during the three months ended March 31, 2020, are presented below:
  Number of Shares Weighted Average Exercise Price
Options outstanding as of December 31, 2019 380,180    $ 26.01   
Granted 233,888    20.92   
Exercised (13,020)   22.31   
Forfeited (2,855)   31.99   
Options outstanding as of March 31, 2020 598,193    $ 24.07   
Options vested and exercisable as of March 31, 2020 199,223    $ 24.80   
As of March 31, 2020, the unrecognized compensation expense associated with outstanding options was approximately $6.5 million, which will be recognized over the remaining weighted average vesting period of approximately 2.63 years. The weighted average contractual term associated with outstanding options was 8.93 years as of March 31, 2020.
(5) Earnings 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, 2020, 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 2020 (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 convertible note hedge, described in Note 9. Long-Term Debt was also excluded as the effect is anti-dilutive.
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The allocated details of our Earnings per Share are as follows:
Three Months Ended March 31,
2020 2019
(in thousands, excluding share and per share amounts)
Net income available to common shareholders $ 5,755    $ 4,319   
Weighted average common basic shares outstanding (for basic calculation) 44,729,824    46,223,764   
Dilutive effect of outstanding common stock options and RSUs 1,011,437    411,269   
Weighted average common dilutive shares outstanding (for diluted calculation) 45,741,261    46,635,033   
Net income per common share - basic $ 0.13    $ 0.09   
Net income per common share - diluted $ 0.13    $ 0.09   

The computations of diluted earnings per share for the three months ended March 31, 2020 and 2019, exclude approximately 200,000 and 60,000, respectively, potentially dilutive common shares because the effect of including these shares in the computation would have been antidilutive. In addition, the computation of diluted earnings per share for the three months ended March 31, 2019 excludes approximately 233,000 weighted average dilutive shares that are contingently issuable, consisting of market-based and performance based awards for which all necessary conditions had not been satisfied.
(6) Shareholders' Equity
Share Repurchases. On March 26, 2019, the Company announced that its Board had authorized a share repurchase program, enabling the repurchase of up to $50 million of its Class A ordinary shares through August 31, 2020. Share repurchases under the authorized plan could be effected on behalf of the Company through open market transactions, privately negotiated transactions, or otherwise, pursuant to SEC trading rules. The Company exhausted this authorization in September 2019. Subsequently, on November 21, 2019, the Company announced that its Board had authorized the repurchase of an additional $50 million of its Class A ordinary shares through December 31, 2020. Share repurchases under the authorized plans could be effected on behalf of the Company through open market transactions, privately negotiated transactions, or otherwise, pursuant to SEC trading rules.
During the three months ended March 31, 2020, the Company repurchased and canceled 505,699 of its outstanding Class A ordinary shares for an aggregate purchase price of $16.9 million inclusive of stamp taxes of $0.1 million. On April 1, 2020, the Company announced the suspension of its buyback program as part of its COVID-19 related business update.
Accumulated Other Comprehensive Loss, net. Accumulated other comprehensive loss, net, is a separate component of Shareholders’ equity in the accompanying Consolidated Balance Sheets. The following tables present the changes in the balances of each component of Accumulated other comprehensive loss, net, for the three months ended March 31, 2020:

  Foreign Currency Translation Adjustments      Unrealized (Losses) Gains on Interest Rate Swap and Foreign Currency Forward Contracts      Total
  (In thousands)
Total accumulated other comprehensive loss, net as of December 31, 2019 $ (59,143)  
(1)
$ (18,744)  
(2)
$ (77,887)  
Other comprehensive loss before reclassification (19,620)  
(3)
(42,504)  
(4)
(62,124)  
Amounts reclassified from accumulated other comprehensive loss, net —    2,662   
(4)
2,662   
Net current period other comprehensive loss (19,620)   (39,842)   (59,462)  
Total accumulated other comprehensive loss, net as of March 31, 2020 $ (78,763)  
(1)
$ (58,586)  
(2)
$ (137,349)  

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(1)Net of deferred income tax benefit of $6,035 and $5,474 as of March 31, 2020 and December 31, 2019, respectively.
(2)Net of deferred income tax expense of $2,171 and $14,273 as of March 31, 2020 and December 31, 2019, respectively.
(3)Net of deferred income tax benefit of $561.
(4)Net of deferred income tax benefit of $11,390 and $713 for Other comprehensive income before reclassification and Amounts reclassified from accumulated other comprehensive loss, net, respectively, as of March 31, 2020. For additional information, see Note 13. Derivative Financial Instruments.
The Company records unrealized gains and losses related to its interest rate swap 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 expense (income) 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 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, 2020, the disproportionate tax effect is $14.6 million.
(7) Intangible Assets 
Goodwill
For the goodwill impairment evaluation as of December 31, 2019, the Company elected to perform the optional qualitative assessment allowed under the applicable guidance to determine if it was necessary to perform a quantitative assessment for any reporting unit. Based on the results of the qualitative assessment, the Company determined that it was not more likely than not that the carrying value of its U.S., U.K., Australia & New Zealand, South Africa, Germany and Mexico reporting units exceeded their fair value. As such, the Company determined that a quantitative assessment was not necessary for these reporting units. The Company did, however, identify impairment indicators associated with the Canada reporting unit, which required the Company to complete a quantitative impairment assessment.

For the quantitative assessment prepared as of December 31, 2019, the Company prepared a 5-year cash flow forecast, which incorporated assumptions on operating efficiencies and increased resulting cash flows over time and a discount rate of 10%. Based on this estimation, the carrying value of the reporting unit exceeded its fair value by $7.3 million. Therefore, consistent with the early adoption of ASU 2017-4, the Company recognized a goodwill impairment of $7.3 million, the amount by which the carrying amount of the Canada reporting unit exceeded its fair value. This impairment was recognized during the three months ended December 31, 2019, in the Loss on disposal and impairment of assets line of the Company's Consolidated Statements of Operations together with certain unrelated disposals in the ordinary course of business. After the impairment, the Canada reporting unit's goodwill was approximately $104 million at December 31, 2019.

During the three months ended March 31, 2020, and in response to the global economic impact of the COVID-19 pandemic, the Company performed an additional qualitative assessment and determined that it was not more likely than not that the carrying value of its U.S., U.K., Australia & New Zealand, South Africa, Germany and Mexico reporting units exceeded their fair value. As such, the Company determined that a quantitative assessment was not necessary for these reporting units. For the Canada reporting unit, considering the goodwill impairment recognized during the three months ended December 31, 2019, the Company bypassed the optional qualitative assessment and performed an updated quantitative assessment. For this quantitative assessment, the Company prepared a revised cash flow forecast that incorporated the estimated COVID-19 impact, assumptions on operating efficiencies and resulting cash flows over time, and a discount rate of 9.7%. Based on this quantitative test, the fair value of the reporting unit marginally exceeded its carrying value and no additional goodwill impairment was recognized. The Canada reporting unit's goodwill was approximately $95.6 million at March 31, 2020. To the extent that the Company is unable to meet its forecasts in the future, further impairment charges are possible.
The following table presents the net carrying amounts of the Company’s Goodwill as of March 31, 2020 and December 31, 2019, as well as the changes in the net carrying amounts for the three months ended March 31, 2020 by segment. As of March 31, 2020 the Company held no significant indefinite-lived assets. For additional information related to the Company’s segments, see Note 17. Segment Information.
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  North America Europe & Africa Australia & New
Zealand 		Total
 
(In thousands) 
Goodwill, gross as of December 31, 2019 $ 561,513    $ 236,992    $ 151,431    $ 949,936   
Accumulated impairment loss (7,303)   (50,003)   (140,038)   (197,344)  
Goodwill, net as of December 31, 2019 $ 554,210    $ 186,989    $ 11,393    $ 752,592   
Foreign currency translation adjustments (8,579)   (18,484)   (1,417)   (28,480)  
Goodwill, gross as of March 31, 2020 552,934    218,508    150,014    921,456   
Accumulated impairment loss (7,302)   (50,003)   (140,038)   (197,343)  
Goodwill, net as of March 31, 2020 $ 545,632    $ 168,505    $ 9,976    $ 724,113   

Intangible Assets with Definite Lives
The following table presents the Company’s intangible assets that were subject to amortization:
  March 31, 2020 December 31, 2019
  Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
  (In thousands)
Merchant and bank-branding contracts/relationships $ 477,449    $ (390,519)   $ 86,930    $ 489,363    $ (388,598)   $ 100,765   
Trade names 17,209    (12,013)   5,196    18,391    (12,792)   5,599   
Technology 12,239    (8,201)   4,038    12,389    (7,952)   4,437   
Non-compete agreements 4,334    (4,334)   —    4,408    (4,408)   —   
Revolving credit facility deferred financing costs 5,256    (2,299)   2,957    5,256    (2,132)   3,124   
Total intangible assets with definite lives $ 516,487    $ (417,366)   $ 99,121    $ 529,807    $ (415,882)   $ 113,925   

(8) Accrued Liabilities 
The Company’s accrued liabilities consisted of the following:
  March 31, 2020 December 31, 2019
  (In thousands)
Accrued merchant settlement $ 103,525    $ 154,181   
Accrued taxes 36,069    36,067   
Accrued merchant fees 27,541    33,037   
Accrued purchases 18,890    7,138   
Accrued processing costs 11,889    12,159   
Accrued armored 10,004    8,307   
Accrued maintenance 8,243    6,463   
Accrued interest 8,221    3,775   
Accrued compensation 7,401    23,676   
Accrued cash management fees 7,148    9,291   
Accrued telecommunications costs 1,388    1,664   
Other accrued expenses 34,535    39,004   
Total accrued liabilities $ 274,854    $ 334,762   
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(9) Current and Long-Term Debt 
The Company’s carrying value of current and long-term debt consisted of the following:
  March 31, 2020 December 31, 2019
  (In thousands)
   Revolving credit facility, including swingline credit facility (weighted average combined interest rate of 2.4% and 2.3% as of March 31, 2020 and December 31, 2019, respectively)
$ 746,620    $ 167,227   
5.50% Senior Notes due May 2025, net of capitalized debt issuance costs
296,707    296,545   
1.00% Convertible Senior Notes due December 2020, net of unamortized discount and capitalized debt issuance costs
278,861    275,703   
Total Debt 1,322,188    739,475   
Less: Current portion (278,861)   —   
Total Long-Term Debt $ 1,043,327    $ 739,475   

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 $3.3 million and $3.5 million as of March 31, 2020 and December 31, 2019, respectively. The 1.00% Convertible Notes due December 2020 (the "2020 Notes") with a face value of $287.5 million are presented net of unamortized discount and capitalized debt issuance costs of $8.6 million and $11.8 million as of March 31, 2020 and December 31, 2019, respectively. The 2020 Notes are presented in the Current portion of long-term debt line of the Company's Consolidated Balance Sheet as of March 31, 2020.

Revolving Credit Facility

        On September 19, 2019, the Company entered into a first amendment to its second amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement provides the Company with a $750 million revolving credit facility maturing on September 19, 2024, and accordion feature allowing the Company to (a) increase the available borrowings under the credit facility to $850 million and (b) incur incremental term loans under the facility. Any term loans will rank equal in right of payment with revolving loans under the credit facility and will not mature earlier than the revolving 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 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, Controlled Foreign Corporation (or "CFC"), CFC Borrowers and CFC Guarantors are defined in the Credit Agreement. The obligations of the CFC Borrowers are guaranteed by the CFC Guarantors and secured by substantially all of the assets of the CFC Guarantors.
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,
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investments, hedging transactions, 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 in its ability to make 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 3.75 to 1.00 at the time such restricted payment is made. As of March 31, 2020, the Company’s actual Total Net Leverage Ratio was 2.4 and its Interest Coverage Ratio was 11.7.

In March 2020, in anticipation of the maturity of the Convertible Notes due on December 1, 2020 and for additional liquidity as a precautionary measure given the economic uncertainty caused by the worldwide COVID-19 pandemic, the Company drew all of the borrowing capacity under our credit facility resulting in the Company holding $613.7 million in cash as of March 31, 2020. As of March 31, 2020, the Company had $746.6 million of outstanding borrowings under its $750 million revolving credit facility and was in compliance with all applicable covenants and ratios under the Credit Agreement. The Company also had $10.0 million outstanding in letters of credit. The weighted average interest rates on the Company’s outstanding borrowings under the revolving credit facility were 2.4% and 2.3%, as of March 31, 2020 and December 31, 2019, 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 shares 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 the quarter, (iii) during the 10 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.
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None of the Convertible Notes were deemed convertible as of March 31, 2020. The Convertible Notes are due December 1, 2020 and are classified as a current liability in the Company's Consolidated Balance Sheets at March 31, 2020, as the Company has drawn its revolver in anticipation of the retirement of the Convertible Notes.
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 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,
  2020 2019
  (In thousands)
Cash interest per contractual coupon rate $ 719    $ 719   
Amortization of note discount 2,929    2,780   
Amortization of debt issuance costs 228    206   
Total interest expense related to Convertible Notes $ 3,876    $ 3,705   
The Company’s carrying value of the Convertible Notes consisted of the following:
  March 31, 2020 December 31, 2019
  (In thousands)
Principal balance $ 287,500    $ 287,500   
Unamortized discount and capitalized debt issuance costs (8,639)   (11,797)  
Net carrying amount of Convertible Notes $ 278,861    $ 275,703   
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 5.5 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 5.5 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.
$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
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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 third-party 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. 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 of costs to deinstall the Company’s ATMs and restore the ATM sites to their original condition. These costs to deinstall are estimated based on current market rates. In most cases, the Company is contractually required to perform the deinstallation of company-owned ATMs, and in some cases, site restoration work. For each group of similar ATM placements, the Company estimates the fair value of the future ARO based on the discounted estimated future cash flows and recognizes the amount as a liability in the accompanying Consolidated Balance Sheets. The Company capitalizes the initial estimated fair value of the future ARO as part of the cost basis of the related assets and depreciates the ARO assets on a straight-line basis over their estimated useful lives, which are based on the average time period that an ATM is installed in a location before being deinstalled. The ARO liabilities, which are recognized at discounted amounts, are accreted to their estimated future value over the same period of time.
The changes in the Company’s ARO liability consisted of the following:
March 31, 2020
(In thousands)
Asset retirement obligations at December 31, 2019 $ 61,194   
Additional obligations 442   
Accretion expense 437   
Payments (660)  
Foreign currency translation adjustments (2,566)  
Asset retirement obligations at March 31, 2020 58,847   
Less: current portion of asset retirement obligations (see Note 12. Other Liabilities)
5,488   
Asset retirement obligations, excluding current portion, at March 31, 2020 $ 53,359   
For additional information related to the Company’s ARO with respect to its fair value measurements, see Note 14. Fair Value Measurements.

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(11) Leases 

The Company leases facilities consisting of office and warehouse space as well as vehicles and office equipment. The Company's facility leases have various remaining terms extending up to 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 5 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.

In addition, certain ATM placement agreements are deemed to contain an operating lease of merchant space under the Lease Standard. These ATM placement agreements have remaining terms extending from less than 1 year to more than 5 years. These arrangements 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 the counterparty lacks the practical ability to substitute alternative space. The renewal provisions under ATM placement agreements vary.

The Company's ATM placement agreements that are deemed to contain an operating lease require fixed and may require 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 an index or based on external market rates. The Company's 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, 2020, 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.
        
Balance sheet information related to operating leases is as follows:
Classification March 31, 2020 December 31, 2019
Assets (In thousands)
Operating lease assets Operating lease assets $ 69,622    $ 76,548   
Total operating lease assets $ 69,622    $ 76,548   
Liabilities      
Current      
Operating lease liabilities Current portion of other long-term liabilities 18,943    $ 20,345   
Noncurrent            
Noncurrent operating lease liabilities Noncurrent operating lease liabilities 63,827    69,531   
Total operating lease liabilities   $ 82,770    $ 89,876   












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Operating lease costs during the three months ended March 31, 2020 and 2019 were as follows:

  Three Months Ended March 31
Classification 2020 2019
(In thousands)
Operating lease costs
Cost of ATM operating revenues (1)
$ 5,973    $ 7,390   
Operating lease costs
Selling, general, and administrative expenses (2)
1,299    1,783   
Total operating lease cost   $ 7,272    $ 9,173   
(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. In addition, includes the fixed and variable cost associated with ATM placement agreements that are deemed to contain a lease. The variable cost associated with these placements was approximately $0.6 million in the three months ended March 31, 2020.
(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.

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, 2020 December 31, 2019
Weighted-average remaining lease term (years)          
   Operating leases 7.0 6.9
Weighted-average discount rate    
   Operating leases 3.39% 3.47%

Three Months Ended March 31, 2020 Three Months Ended March 31, 2019
(In thousands)
Additional lease information is summarized below:
   Operating cash outflows resulting from payments of operating lease liabilities
$ 5,006    $ 5,297   
   New operating lease assets recognized during the period $ 524    $ 1,857   
During the three months ended March 31, 2020, the Company paid $5.0 million to satisfy the recognized operating lease obligations. The Company also recognized $0.5 million in new operating lease assets, primarily consisting of equipment leases and ATM placement agreements that are deemed to contain an operating lease.
The following table presents the March 31, 2020 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)
2020 $ 18,749   
2021 19,524   
2022 12,256   
2023 8,354   
2024 6,548   
After 2024 30,398   
Total lease payments 95,829   
Less: Interest (2)
(13,059)  
Present value of operating lease liabilities (3)
$ 82,770   


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(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 $19.0 million and noncurrent operating lease liabilities of $63.8 million.

(12) Other Liabilities 
The Company’s other liabilities consisted of the following:
  March 31, 2020 December 31, 2019
  (In thousands)
Current portion of other long-term liabilities    
Interest rate swap and cap contracts $ 24,417    $ 15,565   
Operating lease liabilities 18,943    20,345   
Acquisition related contingent consideration 9,522    4,963   
Asset retirement obligations 5,488    5,701   
Deferred revenue 3,345    3,386   
Other 2,618    3,184   
Total current portion of other long-term liabilities $ 64,333    $ 53,144   
Noncurrent portion of other long-term liabilities
Interest rate swap and cap contracts $ 34,084    $ 9,723   
Deferred revenue 4,811    5,589   
Acquisition related contingent consideration —    11,888   
Other 10,196    10,670   
Total noncurrent portion of other long-term liabilities $ 49,091    $ 37,870   
As of March 31, 2020 and December 31, 2019, the Acquisition related contingent consideration lines consisted of the estimated fair value of the contingent consideration associated with the Spark ATM Systems Pty Ltd. (“Spark”) acquisition in that occurred in 2017.
(13) Derivative Financial Instruments 
Risk Management Objectives of Using Derivatives Interest rate risk
The Company is exposed to interest rate risk associated with its vault cash rental obligations and borrowings under its revolving credit facility. The Company uses 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 also uses interest rate swap contracts to mitigate its exposure to floating interest rates on its anticipated revolving credit facility borrowings.
The majority of 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 and revolving credit facility obligations from floating-rate to a fixed 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.

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Risk Management Objectives of Using Derivatives - Foreign Currency Exchange Rate Risk
The Company is also exposed to foreign currency exchange rate risk with respect to its operations outside the U.S. The Company has at times used foreign currency forward contracts to mitigate its foreign exchange rate risk associated with certain anticipated transactions. The Company regularly designates its foreign currency derivatives as cash flow hedges, however, the Company is not presently party to any foreign currency derivatives designated as cash flow hedges. As noted below, the Company is party to certain foreign currency forward contracts that are not designated as hedges at March 31,2020.
None of the Company’s existing derivative contracts contain credit-risk-related contingent features.
Undesignated Foreign Currency Forward Contracts
On October 14, 2019, the Company entered into foreign currency forward contracts with an aggregate notional amount of $150 million and a fixed rate of 1.267 U.S. dollar to 1 U.K. pounds sterling. These forward contracts allow for settlement between November 2, 2020 and December 1, 2020. Although not designated as hedging instruments for accounting purposes, these forward contracts are associated with the anticipated conversion of U.K. pounds sterling to U.S. dollars to partially fund the repayment of the Company's 1.00% Convertible Notes and serve to mitigate currency fluctuation risk.
Derivative 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 interest rate derivative instruments not designated as cash flow hedges.

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 anticipated vault cash rental obligations or anticipated Credit Agreement borrowings. Therefore, the amount of ineffectiveness associated with the Interest Rate Derivatives has historically been immaterial. If the Company concludes 1) that the obligations that have been hedged are no longer probable or 2) that the underlying terms of the 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 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 are reported in Accumulated other comprehensive loss, net within the accompanying Consolidated Balance Sheets. The unrealized gains and losses related to these interest rate swap and cap 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 and cap contracts and the associated fair value measurements, see Note 14. Fair Value Measurements.

In accordance with U.S. GAAP, 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 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.
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Summary of Outstanding Interest Rate Derivatives
The notional amounts, weighted average fixed rates, and terms associated with the 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 2020 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 
Term 
(In millions)    
$ 1,500    1.69% April 1, 2020 – December 31, 2020
$ 1,200    1.46% January 1, 2021 – December 31, 2021
$ 1,000    1.17% January 1, 2022 – December 31, 2022
$ 600    0.98% January 1, 2023 – December 31, 2024

                      Notional Amounts CAD $
Weighted Average Fixed Rate 
Term 
(In millions)
$ 125    2.46% April 1, 2020 – December 31, 2021

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)
£ 500    0.94% April 1, 2020 – December 31, 2022
Australia & New Zealand – Interest Rate Swap Contracts
Notional Amounts
AUS $ 		Weighted Average
Fixed Rate
Term 
(In millions)
$ 140    1.59% April 1, 2020 – December 31, 2020
$ 40    0.71% January 1, 2021 – December 31, 2021
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Outstanding Interest Rate Derivatives Associated with Revolving Credit Facility Borrowings
Notional Amounts
U.K. £
Weighted Average Fixed Rate 
Term 
(In millions)
£ 50    0.95  % April 1, 2020 – December 31, 2020
£ 100    0.64  % January 4, 2021 – December 31, 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, 2020 December 31, 2019
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 and cap contracts Prepaid expenses, deferred costs, and other current assets $ —   
Prepaid expenses, deferred costs, and other current assets
$ 1,872   
Interest rate swap and cap contracts Prepaid expenses, deferred costs, and other noncurrent assets —   
Prepaid expenses, deferred costs, and other noncurrent assets
8,766   
Interest rate swap and cap contracts Current portion of other long-term liabilities (24,417)  
Current portion of other long-term liabilities
(7,697)  
Interest rate swap and cap contracts Other long-term liabilities (34,084)  
Other long-term liabilities
(9,723)  
Total derivatives designated as hedging instruments, net   $ (58,501)     $ (6,782)  
Derivatives not designated as hedging instruments:
Foreign currency forward contracts Prepaid expenses, deferred costs, and other current assets   2,603    —   
Foreign currency forward contracts Current portion of other long-term liabilities —    Current portion of other long-term liabilities    (7,868)  
Total derivative instruments, net $ (55,898)   $ (14,650)  
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Statements of Operations Data


  Three Months Ended March 31,
Derivatives in Cash Flow Hedging Relationship Amount of Loss Recognized in
Accumulated Other Comprehensive Loss on
Derivative Instruments 		Location of (Loss) Gain Reclassified from Accumulated Other Comprehensive Loss into Income Amount of (Loss) Gain Reclassified from
Accumulated Other Comprehensive Loss
into Income
  2020 2019   2020 2019
  (In thousands)   (In thousands)
Interest rate swap contracts $ (42,294)   $ (12,109)  
Cost of ATM operating revenues
$ (2,619)   $ 338   
Interest rate swap contracts (210)   (312)  
Interest expense, net
(43)   (56)  
Total $ (42,504)   $ (12,421)   $ (2,662)   $ 282   
As of March 31, 2020, the Company expects to reclassify $21.8 million of net derivative-related losses contained in the Accumulated comprehensive loss, net line 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.

The following table show the impact of our cash flow hedge accounting relationships on the statement of operations for the three months ended March 31, 2020:
Location and Amount of Loss Recognized in Income on Cash Flow Hedging Relationships in the Three Months Ended
March 31, 2020 March 31, 2019
(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 $ 193,665    $ 6,421    $ 206,158   
Amount of (loss) gain reclassified from accumulated other comprehensive income into income (2,619)   (43)   338   

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(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, 2020 and December 31, 2019 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, 2020
  Total Level 1 Level 2 Level 3
  (In thousands)
Assets        
Assets associated with foreign currency forward contracts
$ 2,603    $ —    $ 2,603    $ —   
Liabilities 
Liabilities associated with interest rate swap and cap contracts
$ (58,501)   $ —    $ (58,501)   $ —   
Liabilities associated with acquisition related contingent consideration
$ (9,522)   $ —    $ —    $ (9,522)  

  Fair Value Measurements at December 31, 2019
  Total Level 1 Level 2 Level 3
  (In thousands)
Assets        
Assets associated with interest rate swap and cap contracts
$ 10,638    $ —    $ 10,638    $ —   
Liabilities 
Liabilities associated with interest rate swap and cap contracts
$ (17,420)   $ —    $ (17,420)   $ —   
Liabilities associated with acquisition related contingent consideration
$ (16,851)   $ —    $ —    $ (16,851)  
Liabilities associated with foreign currency forward contracts
$ (7,868)   $ —    $ (7,868)   $ —   
As of December 31, 2019, liabilities associated with Level 2 interest rate swap contracts also include 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.
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 using market observable inputs and other significant non-observable inputs, as well as projections based on the Company’s best estimate of future operational results upon which the payment of these obligations are contingent. The contingent consideration payment amounts are based upon a formula and performance relative to certain agreed-upon earnings targets for 2019 and 2020
30
to be paid in 2020 and 2021, respectively. Subsequent to the Spark acquisition, the Company has utilized a Monte Carlo simulation to estimate the fair value and account for the interdependency between the 2019 and 2020 performance periods. However, effective December 31, 2019, at the end first measurement period, the Company revised its methodology and used a Black-Scholes based model to estimate the fair value of the payments. 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 changes could result in a material change in the estimated contingent liability. The estimates and significant non-observable inputs may differ from actual results.
As of March 31, 2020, the estimated fair value of the Company’s acquisition related contingent consideration liability was approximately $9.5 million. During the three months ended March 31, 2020, the Company recognized mark-to-market gains of approximately $4.1 million to revise the estimated fair value of the contingent consideration liability and foreign exchange gains of approximately $3.3 million to remeasure the South African Rand denominated liability into U.S. Dollars. Both the revision to the estimated fair value and the net foreign exchange gains are included in the Other expenses (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, 2020, the fair values of the 2020 Notes and 2025 Notes were approximately $276.8 million and $282.3 million respectively, based on the quoted prices in markets that are not active (Level 2). 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, 2020 and 2019 totaled $0.4 million and $1.1 million, respectively.
Interest rate derivatives. As of March 31, 2020, the recognized fair value of the Company’s Interest Rate Derivatives resulted in an asset of $2.6 million and a liability of $58.5 million. 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.
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(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.
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, 2020, the Company had $58.8 accrued for these liabilities. For additional information, see Note 10. Asset Retirement Obligations .
Acquisition related contingent consideration. As of March 31, 2020, the Company had $9.5 million accrued for the Spark acquisition related contingent consideration. For additional information related to the Spark acquisition related contingent consideration, see Note 14. Fair Value Measurements .
(16) Income Taxes
The Company’s income tax (benefit) expense based on income before income taxes for the periods presented was as follows:
  Three Months Ended
March 31,
  2020 2019
  (In thousands, excluding percentages)
Income tax (benefit) expense $ (3,737)   $ 3,129   
Effective tax rate (185.7) % 42.0  %

The Company’s income tax benefit for the three months ended March 31, 2020 totaled $3.7 million resulting in an effective tax rate of (185.7)%, compared to an expense of $3.1 million, and an effective tax rate of 42.0%, for the same period of 2019.
The decrease in the tax expense for the three months ended March 31, 2020, compared to the same period of 2019, was primarily attributable to a non-recurring benefit in the current period from the carry back of net operating losses to prior tax years at the higher 35% U.S. tax rate, compared to the current tax rate of 21%, as a result of recent changes in U.S. tax law. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law in the U.S., which provided for an elective five-year carryback of net operating losses (NOLs) generated in taxable years beginning after December 31, 2017, and before January 1, 2021. As a result of this change in law and because the Company incurred net operating losses in 2018, the Company plans to carry back these losses to prior periods and expects to receive refunds of taxes paid at higher rates in earlier periods. Additionally, lower pretax profits in the current period compared to the prior year period contributed to the lower tax expense, partly offset by other factors.
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. The Company’s assessment concluded that maintaining valuation allowances on deferred tax assets in Australia, Canada, 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.
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.
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(17) Segment Information
As of March 31, 2020, 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 ATM 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 of its ATM operations in these two countries. Corporate primarily 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, together with U.S. GAAP measures, to manage and measure the performance of its segments. Management believes Adjusted EBITDA is a useful measure 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 excludes depreciation and accretion, amortization of deferred financing costs and note discounts, amortization of intangible assets, share-based compensation expense, certain other income and expense amounts, acquisition related expenses, gains or losses on disposal and impairment of assets, certain non-operating expenses, (if applicable in a particular period), the obligation for the payment of income taxes, interest expense, 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 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, as defined by the Company, is a non-GAAP financial measure provided as a complement to the financial results prepared in accordance with U.S. GAAP. It may not be defined in the same manner by all companies and therefore may not be comparable to other similarly titled measures of other companies. In evaluating the Company’s performance as measured by Adjusted EBITDA, management recognizes and considers the limitations of this measurement. Therefore, Adjusted EBITDA 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 following table is a reconciliation of Net income attributable to controlling interests and available to common shareholders to EBITDA and Adjusted EBITDA:
  Three Months Ended
March 31,
  2020 2019
  (In thousands)
Net income attributable to controlling interests and available to common shareholders $ 5,755    $ 4,319   
Adjustments:
Interest expense, net 6,421    6,643   
Amortization of deferred financing costs and note discount 3,486    3,292   
Income tax (benefit) expense (3,737)   3,129   
Depreciation and accretion expense 32,211    32,973   
Amortization of intangible assets 8,413    12,412   
EBITDA 52,549    62,768   
Add back:  
Loss on disposal and impairment of assets 921    968   
Other expenses (income) (1)
3,829    (7,207)  
Noncontrolling interests (2)
13    15   
Share-based compensation expense 5,193    4,484   
Restructuring expenses (3)
1,209    —   
Adjusted EBITDA $ 63,714    $ 61,028   
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(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 the Company's Mexican subsidiaries.
(3)For the three months ended March 31, 2020, the restructuring activities included costs incurred in conjunction with facility closures, workforce reductions, professional fees and other related charges.

The following tables reflect certain financial information for each of the Company’s reporting segments for the periods presented:

  Three Months Ended March 31, 2020
  North America Europe & Africa Australia & New Zealand Corporate Eliminations Total
  (In thousands)
Revenue from external customers $ 204,382    $ 81,863    $ 20,357    $ —    $ —    $ 306,602   
Intersegment revenues 1,615    37    —    —    (1,652)   —   
Cost of revenues 139,904    52,634    14,275    561    (1,652)   205,722   
Selling, general, and administrative expenses 17,049    9,061    1,947    14,321    —    42,378   
Restructuring expenses —    1,000    —    209    —    1,209   
Loss (gain) on disposal and impairment of assets 443    495    (17)   —    —    921   
Adjusted EBITDA 48,999    20,251    4,133    (9,461)   (208)   63,714   
Capital expenditures (1)
$ 12,187    $ 5,867    $ 375    $ —    $ —    $ 18,429   

  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   
Capital expenditures (1)
$ 17,575    $ 10,248    $ 1,484    $ —    $ —    $ 29,307   

(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.


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Identifiable Assets
  March 31, 2020 December 31, 2019
 
(In thousands) 
North America $ 1,149,376    $ 1,141,084   
Europe & Africa 570,709    511,037   
Australia & New Zealand 50,464    60,416   
Corporate 446,672    51,421   
Total $ 2,217,221    $ 1,763,958   

(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 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.
On March 2, 2020, the SEC made significant changes to its disclosure requirements relating to registered securities that are guaranteed. The new rules, adopted by the Company in conjunction with its Form 10-Q for the period ended March 31, 2020, changed the form and content of the disclosures, requiring summarized financial information only as of and for the most recently completed fiscal year and subsequent year-to-date interim period. The following information reflects the Condensed Consolidating Statements of Comprehensive (Loss) Income for the three months ended March 31, 2020, the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020, the Condensed Consolidated Balance Sheets as of March 31, 2020 and the Summary Financial Information as of and for the year ending December 31, 2019 presented 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.





















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Condensed Consolidated Statements of Comprehensive Income

  Three Months Ended March 31, 2020
Parent Issuer Guarantors Non-Guarantors Eliminations Total
  (In thousands)
Revenues $ —    $ 161,390    $ 78,136    $ 84,545    $ (17,469)   $ 306,602   
Operating costs and expenses 5,797    154,918    61,126    86,001    (17,909)   289,933   
Loss on disposal and impairment of assets 417    104    400    921   
(Loss) income from operations (5,797)   6,055    16,906    (1,856)   440    15,748   
Interest expense, net, including amortization of deferred financing costs and note discount
—    8,602    1,201    42    62    9,907   
Equity in earnings of subsidiaries (12,653)   (17,589)   2,786    241    27,215    —   
Other expenses (income) 2,728    7,696    6,543    (5,538)   (7,600)   3,829   
Income before income taxes 4,128    7,346    6,376    3,399    (19,237)   2,012   
Income tax (benefit) expense (1,621)   (2,289)   (415)   588    —    (3,737)  
Net income 5,749    9,635    6,791    2,811    (19,237)   5,749   
Net loss attributable to noncontrolling interests —    —    —    —    (6)   (6)  
Net income attributable to controlling interests and available to common shareholders 5,749    9,635    6,791    2,811    (19,231)   5,755   
Other comprehensive (loss) income attributable to controlling interest (59,503)   (32,506)   4,287    (36,737)   64,956    (59,503)  
Comprehensive (loss) income attributable to controlling interests $ (53,754)   $ (22,871)   $ 11,078    $ (33,926)   $ 45,725    $ (53,748)  




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Condensed Consolidated Balance Sheets
  As of March 31, 2020
  Parent Issuer Guarantors Non-Guarantors Eliminations Total
  (In thousands)
Assets            
Cash and cash equivalents $ 46    $ 50,174    $ 548,621    $ 14,887    $ —    $ 613,728   
Restricted cash —    22,816    1,927    20,053    —    44,796   
Accounts and notes receivable, net —    51,358    16,908    18,634    —    86,900   
Other current assets —    51,660    6,148    46,748    —    104,556   
Total current assets 46    176,008    573,604    100,322    —    849,980   
Property and equipment, net —    258,839    49,812    126,109    —    434,760   
Intangible assets, net —    33,339    44,189    21,593    —    99,121   
Goodwill —    445,046    133,424    145,643    —    724,113   
Operating lease assets —    32,827    3,892    32,903    —    69,622   
Investments in and advances to subsidiaries 374,910    265,842    222,176    40,952    (903,880)   —   
Intercompany receivable 29,442    171,179    215,778    229,307    (645,706)   —   
Deferred tax asset, net 395    —    —    14,836    —    15,231   
Prepaid expenses, deferred costs, and other noncurrent assets —    15,001    1,293    8,100    —    24,394   
Total assets $ 404,793    $ 1,398,081    $ 1,244,168    $ 719,765    $ (1,549,586)   $ 2,217,221   
Liabilities and Shareholders' Equity
Current portion of other long-term liabilities $ —    $ 305,569    $ 5,514    $ 32,111    $ —    $ 343,194   
Accounts payable and accrued liabilities 1,497    184,614    37,479    87,104    —    310,694   
Total current liabilities 1,497    490,183    42,993    119,215    —    653,888   
Long-term debt —    768,636    145,802    128,889    —    1,043,327   
Intercompany payable 95,437    107,520    244,403    198,337    (645,697)   —   
Asset retirement obligations —    22,761    1,728    28,870    —    53,359   
Operating lease liabilities —    39,975    2,286    21,566    —    63,827   
Deferred tax liability, net —    43,189    2,681    —    —    45,870   
Other long-term liabilities —    39,125    2,957    7,009    —    49,091   
Total liabilities 96,934    1,511,389    442,850    503,886    (645,697)   1,909,362   
Shareholders' equity 307,859    (113,308)   801,318    215,879    (903,889)   307,859   
Total liabilities and shareholders' equity $ 404,793    $ 1,398,081    $ 1,244,168    $ 719,765    $ (1,549,586)   $ 2,217,221   

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Condensed Consolidated Statements of Cash Flows
  Three Months Ended March 31, 2020
Parent Issuer Guarantors Non-Guarantors Eliminations Total
  (In thousands)
Net cash provided by (used in) operating activities $ 22,095    $ (21,014)   $ (6,975)   $ 7,014    $ —    $ 1,120   
Additions to property and equipment (11,585)   (2,696)   (4,148)   (18,429)  
Net cash used in investing activities —    (11,585)   (2,696)   (4,148)   —    (18,429)  
Proceeds from borrowings under revolving credit facility —    547,129    148,583    36,150    —    731,862   
Repayments of borrowings under revolving credit facility —    (100,600)   (5,666)   (38,488)   —    (144,754)  
Intercompany financing —    (401,209)   401,209    —    —    —   
Tax payments related to share-based compensation (5,515)   —    —    —    —    (5,515)  
Proceeds from exercises of stock options 293    —    —    —    —    293   
Repurchase of common shares (16,873)   —    —    —    —    (16,873)  
Net cash (used in) provided by financing activities (22,095)   45,320    544,126    (2,338)   —    565,013   
Effect of exchange rate changes on cash, cash equivalents, and restricted cash —    —    (4,227)   (2,422)   —    (6,649)  
Net increase (decrease) in cash, cash equivalents, and restricted cash —    12,721    530,228    (1,894)   —    541,055   
Cash, cash equivalents, and restricted cash as of beginning of period 46    60,269    20,321    36,833    —    117,469   
Cash, cash equivalents, and restricted cash as of end of period $ 46    $ 72,990    $ 550,549    $ 34,939    $ —    $ 658,524   

Summary Prior Year Financial Information
As of and for the Year Ended December 31, 2019
Parent Issuer Guarantors Non-Guarantors Eliminations Total
(In thousands)
Revenues $ —    $ 668,527    $ 351,330    $ 402,079    $ (72,531)   $ 1,349,405   
(Loss) income from operations $ (35,637)   $ 40,733    $ 70,835    $ 10,203    $ 300    $ 86,434   
Net income $ 48,265    $ 20,546    $ 63,952    $ 27,036    $ (111,534)   $ 48,265   
Net income attributable to controlling interests and available to common shareholders $ 48,265    $ 20,546    $ 63,952    $ 27,036    $ (111,525)   $ 48,274   
Total current assets $ 46    $ 146,768    $ 41,788    $ 119,919    $ —    $ 308,521   
Total noncurrent assets $ 452,342    $ 1,225,786    $ 1,488,531    $ 196,625    $ (1,907,847)   $ 1,455,437   
Total current liabilities $ 814    $ 242,735    $ 66,766    $ 124,069    $ —    $ 434,384   
Total noncurrent liabilities $ 71,248    $ 805,812    $ 984,556    $ (24,244)   $ (888,125)   $ 949,247   







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(19) Concentration Risk
Significant merchant customers. During the trailing twelve months ended March 31, 2020, the Company derived approximately 21% 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 6% of total revenue for the trailing twelve months ended March 31, 2020, were Alimentation Couche-Tard Inc., Co-operative Food, CVS Caremark Corporation, 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 relationships with these merchants. As of March 31, 2020, the contracts we have with our five largest merchant customers have a weighted average remaining life of approximately 3.25 years.

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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 ability to respond to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, such as the COVID-19 outbreak, that may negatively affect our business.
•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 impact of macroeconomic conditions, including the future impacts of the COVID-19 outbreak on global economic conditions, which is highly uncertain and difficult to predict;
•the Company’s ability to respond to recent and future network and regulatory changes;
•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 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 maintain appropriate liquidity
•the Company’s ability to prevent thefts of cash and maintain adequate insurance;
•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 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;
40
•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 Company's Annual Report on Form 10-K for the year ended December 31, 2019.
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, 2019, as updated by Part II, Item 1A. Risk Factors of this Form 10-Q. Readers are cautioned not to place undue reliance on forward-looking statements contained in this document, which 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.
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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, 2020, we were the world’s largest ATM owner/operator, providing services to over 285,000 ATMs. During the three months ended March 31, 2020, 68% of our total revenues were derived from operations in North America (including our ATM operations in the United States ("U.S."), Canada, and Mexico), 27% 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 5% of our total revenues were derived from operations in Australia and New Zealand. Included in our network as of March 31, 2020, were approximately 198,000 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, casinos, 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 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 has over 55,000 participating ATMs and provides surcharge-free ATM access to nearly 1,200 participating credit unions, banks, digital banks, financial technology companies, 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 a fixed monthly fee per cardholder and/or a fixed fee per transaction that is paid by participants. Allpoint includes a majority of our Company owned 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 the Allpoint 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, 2019 (the “2019 Form 10-K”).
COVID-19 Update
On March 11, 2020, the respiratory virus commonly known as COVID-19 was declared a pandemic by the World Health Organization, and by late March 2020, there were confirmed cases and deaths from COVID-19 in each of the countries in which we operate. Our primary focus has been and will remain on protecting the health and wellbeing of our employees and the communities in which we operate. We have implemented business continuity plans, with most of our employees working from home since March 16, without issue. Certain of our employees continue to perform cash delivery, maintenance and other technical services on site and at certain of our office and warehouse locations to ensure the continued operations of our ATMs.
National and local governments have generally deemed financial institutions, grocery stores, pharmacies and convenience stores as “critically essential” in providing their services to citizens during this global emergency. As a partner to these businesses in providing cash access to consumers, we have coordinated with our partners, where possible, to ensure continued and seamless operations of our ATMs. Certain locations, such as casinos, theme parks, malls, tourist-focused ATMs, education and other ATM sites have been closed. At the end of April 2020, closed ATMs, including but not limited to casinos, theme parks, malls, tourist-focused ATMs, and education locations, represented approximately 10% of our total Company owned ATM fleet.
After the announcement of the pandemic, we experienced decreases in transaction volumes of varying degrees across our network, depending on the location, and have seen and expect to continue to see transaction volume declines in the second quarter of 2020. The majority of our revenues are variable and are transaction volume dependent. These transaction declines are
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Table of Contents
expected to result in lower second quarter 2020 revenues compared to the same period in 2019 and may continue to impact our results in future periods during 2020 and beyond.
In response to COVID-19, we have also implemented cost reductions and have taken action to manage expenses, reduce capital spending plans and have suspended our opportunistic share repurchase program to optimize cash flow during the current environment. We continue to actively monitor the situation and may take further actions that could alter our business operations as may be required by national, federal, state or local authorities or that we determine are in the best interests of our employees, customers, partners and shareholders. In spite of the transaction declines, which we expect may continue for several additional months during 2020, we anticipate generating positive free cash flows after considering our required capital expenditures. While we are unable to determine or predict the nature, duration or scope of the overall impact the COVID-19 pandemic will have on our business, we believe we have sufficient liquidity to manage our business operations through extended periods of transaction and revenue declines caused by the pandemic. See Part II, Item 1A - “Risk Factors” - “We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, including the recent outbreak of the coronavirus (“COVID-19”) pandemic that has adversely impacted our business, and that may in the future have a material adverse impact on our business.”
Other Recent Trends and Events
Withdrawal transaction and revenue trends - Our two largest markets are the U.S. and U.K., and on a combined basis, these markets represent nearly 80% of our revenues. Our U.S. same-store cash withdrawal transactions decreased approximately 0.3% during the three months ended March 31, 2020 when compared to same period in 2019. Our U.K. same-store cash withdrawal transactions decreased approximately 11% during the three months ended March 31, 2020 when compared to same period in 2019. In both cases, and in each of our other jurisdictions, same-store transaction results have been adversely impacted by the COVID-19 pandemic beginning in mid-March 2020.
Following the momentum we experienced in the latter part of 2019, we saw a strong start to the beginning of 2020. In the U.S., our same-store withdrawal transactions were up 6% through mid-March. The impact of COVID-19, and the subsequent shelter in place orders, began to impact transaction volumes starting in the second week of March, with same-store transaction volumes decreasing approximately 30-35% year-over-year. These transaction declines appear to have stabilized, and during the month of April, we have seen withdrawal transaction volumes improving, correlated with higher unemployment benefits and the government stimulus programs. U.S. same-store transaction volumes in the last two weeks in April were down approximately 20% year-over-year. In the U.K., during the last week of March through the first week of April, we saw same-store withdrawal transaction volumes decrease approximately 60-65% year-over-year, consistent with overall market volume. These withdrawal transaction declines also appear to have stabilized to a degree, with same-store, year-over-year decreases of approximately 55% experienced during the last three weeks of April. We expect these overall trends to continue to improve as governments begin to ease shelter in place restrictions.
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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,
2020 2019
(In thousands, excluding percentages)
Revenues:
ATM operating revenues $ 291,854    95.2  % $ 302,602    95.1  %
ATM product sales and other revenues 14,748    4.8    15,668    4.9   
Total revenues 306,602    100.0    318,270    100.0   
Cost of revenues:          
Cost of ATM operating revenues (1)
193,665    63.2    206,158    64.8   
Cost of ATM product sales and other revenues 12,057    3.9    11,925    3.7   
Total cost of revenues 205,722    67.1    218,083    68.5   
Operating expenses:                    
Selling, general, and administrative expenses (2)
42,378    13.8    43,660    13.7   
Restructuring expenses 1,209    0.4    —    —   
Depreciation and accretion expense 32,211    10.5    32,973    10.4   
Amortization of intangible assets 8,413    2.7    12,412    3.9   
Loss on disposal and impairment of assets 921    0.3    968    0.3   
Total operating expenses 85,132    27.8    90,013    28.3   
Income from operations 15,748    5.1    10,174    3.2   
Other expenses:          
Interest expense, net 6,421    2.1    6,643    2.1   
Amortization of deferred financing costs and note discount 3,486    1.1    3,292    1.0   
Other expenses (income) 3,829    1.2    (7,207)   (2.3)  
Total other expenses 13,736    4.5    2,728    0.9   
   Income before income taxes 2,012    0.7    7,446    2.3   
Income tax (benefit) expense (3,737)   (1.2)   3,129    1.0   
Net income 5,749    1.9    4,317    1.4   
Net loss attributable to noncontrolling interests (6)   —    (2)   —   
Net income attributable to controlling interests and available to common shareholders $ 5,755    1.9  % $ 4,319    1.4  %

(1)Excludes effects of depreciation, accretion, and amortization of intangible assets, $31.2 million and $37.0 million for the three months ended March 31, 2020 and 2019, 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 10.2% and 11.6% for the three months ended March 31, 2020 and 2019, respectively.
(2)Includes share-based compensation expense of $4.6 million and $4.2 million for the three months ended March 31, 2020 and 2019, respectively.
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Key Operating Metrics
The following tables reflect certain key measures that gauge our operating performance for the periods indicated:

Three Months Ended March 31,
2020 % Change 2019
Ending number of transacting ATMs:
North America
43,792    1.8  % 43,018   
Europe & Africa
23,586    (0.8) % 23,784   
Australia & New Zealand
6,703    (13.8) % 7,779   
Total Company-owned(1)
74,081    (0.7) % 74,581   
North America
13,351    (6.5) % 14,273   
Europe & Africa
228    2.2  % 223   
Total Merchant-owned
13,579    (6.3) % 14,496   
Managed Services and Processing:
North America (2)
196,390    42.4  % 137,936   
Australia & New Zealand
1,687    2.9  % 1,639   
Ending number of transacting ATMs – Managed services and processing (1)
198,077    41.9  % 139,575   
Total ending number of transacting ATMs
285,737    25.0  % 228,652   
(1)Company-owned ATMs that are deployed under managed services agreements are classified under Managed Services and Processing.
(2)In May 2019, the Company completed the acquisition of ATM processing contracts to provide transaction processing services for approximately 62,000 ATMs.
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The following table reflects certain key measures that gauge our operating performance for the periods indicated:
Three Months Ended March 31,
2020 % Change 2019
Average number of transacting ATMs:      
North America 43,702    1.8  % 42,934   
Europe & Africa 23,778    0.1    23,755   
Australia & New Zealand 6,809    (12.4)   7,771   
Total Company-owned (1)
74,289    (0.2)   74,460   
North America 13,480    (3.8)   14,018   
Europe & Africa 231    2.7    225   
Total Merchant-owned 13,711    (3.7)   14,243   
Managed Services and Processing:    
North America(2)
196,561    43.8    136,730   
Australia & New Zealand 1,274    (27.2)   1,751   
Average number of transacting ATMs – Managed services and processing 197,835    42.9    138,481   
  Total average number of transacting ATMs 285,835    25.8    227,184   
Total transactions (in thousands):    
ATM operations (3)
263,048    (13.6)   304,528   
Managed services and processing, net 323,544    16.2    278,388   
Total transactions 586,592    0.6    582,916   
Total cash withdrawal transactions (in thousands):
ATM operations (3)
173,413    (13.6)   200,688   
Per ATM per month amounts (excludes managed services and processing):
Cash withdrawal transactions (3)
657    (12.7)   753   
ATM operating revenues (4)
$ 1,006    (4.1)   $ 1,049   
Cost of ATM operating revenues (4) (5)
693    (5.3)   732   
ATM adjusted operating gross profit (4) (5)
$ 313    (1.3) % $ 317   
ATM adjusted operating gross profit margin 31.1  % 30.2  %
(1)Company-owned ATMs that are deployed under managed services agreements are classified under Managed Services and Processing.
(2)In May 2019, the Company completed the acquisition of ATM processing contracts that will provide transaction processing services for approximately 62,000 ATMs. .
(3)Total transactions, total cash withdrawal transactions, and total transactions per ATM per month were adversely impacted by the transition of high-volume free-to-use ATMs in the U.K. to pay-to-use. As a result of this transition, the ratio of free-to-use ATMs to pay-to-use ATMs in the U.K. during the three months ended March 31, 2020 was lower than during the three months ended March 31, 2019.
(4)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.
(5)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,
2020 2019 % Change
(In thousands, excluding percentages)
North America
ATM operating revenues $ 193,241    $ 191,046    1.1  %
ATM product sales and other revenues 12,756    13,202    (3.4)  
North America total revenues 205,997    204,248    0.9   
Europe & Africa  
ATM operating revenues 79,958    88,678    (9.8)  
ATM product sales and other revenues 1,942    2,247    (13.6)  
Europe & Africa total revenues 81,900    90,925    (9.9)  
Australia & New Zealand  
ATM operating revenues 20,307    25,791    (21.3)  
ATM product sales and other revenues 50    219    (77.2)  
Australia & New Zealand total revenues 20,357    26,010    (21.7)  
Eliminations (1,652)   (2,913)   (43.3)  
Total ATM operating revenues 291,854    302,602    (3.6)  
Total ATM product sales and other revenues 14,748    15,668    (5.9)  
Total revenues $ 306,602    $ 318,270    (3.7) %

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019
 
ATM operating revenues. ATM operating revenues during the three months ended March 31, 2020, decreased $10.7 million, or 3.6%, compared to the same period of 2019. The decrease was in part due to foreign currency exchange rate movements impacting the results of our Europe & Africa and Australia & New Zealand segments. Absent the foreign currency exchange rate movements, ATM operating revenues would have decreased $7.2 million or 2.4% primarily as a result of lower transaction volumes related to the impacts caused by the COVID-19 pandemic. The decrease was partially offset by growth in bank-branding and surcharge-free network revenues and higher managed services and transaction processing revenues in North America.


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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,
2020 2019 Change % Change
(In thousands, excluding percentages)
North America
Surcharge revenues $ 80,235    $ 85,110    $ (4,875)   (5.7) %
Interchange revenues 31,610    34,379    (2,769)   (8.1)  
Bank-branding and surcharge-free network revenues 53,768    45,873    7,895    17.2   
Managed services and transaction processing revenues 27,628    25,684    1,944    7.6   
North America total ATM operating revenues 193,241    191,046    2,195    1.1   
Europe & Africa
Surcharge revenues 32,596    31,045    1,551    5.0   
Interchange revenues 44,997    55,308    (10,311)   (18.6)  
Bank-branding and surcharge-free network revenues 347    —    347    —   
Managed services and processing revenues 2,018    2,325    (307)   (13.2)  
Europe & Africa total ATM operating revenues 79,958    88,678    (8,720)   (9.8)  
Australia & New Zealand
Surcharge revenues 15,945    20,668    (4,723)   (22.9)  
Interchange revenues 873    1,303    (430)   (33.0)  
Managed services and transaction processing revenues 3,489    3,820    (331)   (8.7)  
Australia & New Zealand total ATM operating revenues 20,307    25,791    (5,484)   (21.3)  
Eliminations (1,652)   (2,913)   1,261    (43.3)  
Total ATM operating revenues $ 291,854    $ 302,602    $ (10,748)   (3.6) %

North America. For the three months ended March 31, 2020, ATM operating revenues in our North America segment increased $2.2 million, or 1.1%, compared to the same period of 2019. This increase was attributable to growth in bank-branding and surcharge-free network revenues, and higher managed services and transaction processing revenues. The increase was partially offset by lower surcharge and interchange revenues resulting from fewer transactions due to the COVID-19 pandemic.
Europe & Africa. For the three months ended March 31, 2020, ATM operating revenues in our Europe & Africa segment decreased $8.7 million, or 9.8%, compared to the same period of 2019. Absent the foreign currency exchange rate movements, our ATM operating revenues would have decreased by $7.0 million, or 7.9%, primarily as a result of lower ATM operating revenues in the U.K. resulting from lower transaction volumes due to the COVID-19 impact and the removal of ATMs in response to 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. The decrease was partially offset by an increase in the number of transacting ATMs and the associated transaction activity in South Africa.
Australia & New Zealand. For the three months ended March 31, 2020, ATM operating revenues in our Australia & New Zealand segment decreased $5.5 million, or 21.3%, compared to the same period of 2019. Approximately $1.6 million, or 28%, of this decline was a result of foreign currency exchange rate movements with the remainder due to a reduction in the number of transacting ATMs and fewer transactions per ATM due to the impact of the COVID-19 pandemic.
ATM product sales and other revenues. For the three months ended March 31, 2020, ATM product sales and other revenues decreased 5.9% compared to the same period of 2019. The decrease was primarily related to lower equipment sales in the U.S. and lower ATM servicing fees in the U.S. and U.K.
For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures, below. In addition, see Factors Impacting Comparability Between Periods, below.
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Cost of Revenues (exclusive of depreciation, accretion, and amortization of intangible assets)
Three Months Ended March 31,
2020 2019 % Change
North America
Cost of ATM operating revenues $ 128,838    $ 127,150    1.3  %
Cost of ATM product sales and other revenues 11,066    10,758    2.9   
North America total cost of revenue 139,904    137,908    1.4   
Europe & Africa  
Cost of ATM operating revenues 51,790    62,553    (17.2)  
Cost of ATM product sales and other revenues 844    856    (1.4)  
Europe & Africa total cost of revenues 52,634    63,409    (17.0)  
Australia & New Zealand  
Cost of ATM operating revenues 14,128    19,050    (25.8)  
Cost of ATM product sales and other revenues 147    311    (52.7)  
Australia & New Zealand total cost of revenues 14,275    19,361    (26.3)  
Corporate total cost of revenues 561    261    114.9   
Eliminations (1,652)   (2,856)   n/m    
Cost of ATM operating revenues 193,665    206,158    (6.1)  
Cost of ATM product sales and other revenues 12,057    11,925    1.1   
Total cost of revenues $ 205,722    $ 218,083    (5.7) %

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019
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, 2020 decreased $12.5 million, or 6.1%, compared to the same period of 2019. Absent the foreign currency exchange rate movements, our Cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) decreased $10.1 million, or 4.9%. This is generally consistent with the decline in revenues and the reduced cost of operations related to our restructuring activities.










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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,
2020 2019 Change % Change
(In thousands, excluding percentages)
North America
Merchant commissions $ 60,811    $ 62,250    $ (1,439)   (2.3) %
Vault cash rental 11,314    12,239    (925)   (7.6)  
Other costs of cash 16,054    15,616    438    2.8   
Repairs and maintenance 13,473    12,453    1,020    8.2   
Communications 3,424    3,718    (294)   (7.9)  
Transaction processing 1,731    1,410    321    22.8   
Employee costs 8,730    7,702    1,028    13.3   
Other expenses 13,301    11,762    1,539    13.1   
North America total cost of ATM operating revenues 128,838    127,150    1,688    1.3   
Europe & Africa  
Merchant commissions 19,311    23,428    (4,117)   (17.6)  
Vault cash rental 3,525    3,599    (74)   (2.1)  
Other costs of cash 4,724    5,881    (1,157)   (19.7)  
Repairs and maintenance 3,178    4,100    (922)   (22.5)  
Communications 2,613    2,975    (362)   (12.2)  
Transaction processing 3,945    5,452    (1,507)   (27.6)  
Employee costs 9,217    10,990    (1,773)   (16.1)  
Other expenses 5,277    6,128    (851)   (13.9)  
Europe & Africa total cost of ATM operating revenues 51,790    62,553    (10,763)   (17.2)  
Australia & New Zealand  
Merchant commissions 7,512    10,242    (2,730)   (26.7)  
Vault cash rental 1,306    2,029    (723)   (35.6)  
Other costs of cash 1,240    1,784    (544)   (30.5)  
Repairs and maintenance 1,659    1,988    (329)   (16.5)  
Communications 418    752    (334)   (44.4)  
Transaction processing 612    514    98    19.1   
Employee costs 923    1,209    (286)   (23.7)  
Other expenses 458    532    (74)   (13.9)  
Australia & New Zealand total cost of ATM operating revenues 14,128    19,050    (4,922)   (25.8)  
Corporate 561    261    300    114.9   
Eliminations (1,652)   (2,856)   1,204    n/m   
Total cost of ATM operating revenues $ 193,665    $ 206,158    $ (12,493)   (6.1) %
North America. For the three months ended March 31, 2020, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) in our North America segment increased $1.7 million, or 1.3%, compared to the same period of 2019. The increase was primarily as a result of higher employee costs, higher repairs and maintenance costs and higher costs with the growth in bank branding revenues. The increase was partially offset by lower vault cash rental fees and lower merchant commissions as a result of lower transaction volumes.
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Europe & Africa. For the three months ended March 31, 2020, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) in our Europe & Africa segment decreased by $10.8 million, or 17.2%, compared to the same period of 2019. Excluding foreign currency exchange rate movements, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) decreased $9.7 million or 15.5%. This decline is directionally consistent with the decline in ATM operating revenue with reduced transaction volumes impacted by the COVID-19 pandemic and the reduced costs that resulted from the closure of certain cash management facilities as part of our restructuring activities.
Australia & New Zealand. For the three months ended March 31, 2020, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangibles assets) in our Australia & New Zealand segment decreased $4.9 million, or 25.8%, compared to the same period of 2019. Excluding foreign currency exchange rate movements, our cost of ATM operating revenues (exclusive of depreciation, accretion, and amortization of intangible assets) decreased $3.8 million or 20.0%. This decline is directionally consistent with the decline in ATM operating revenue with fewer ATMs and lower transaction volumes.
Cost of ATM product sales and other revenues. For the three months ended March 31, 2020, our cost of ATM product sales and other revenues increased 1.1% from the same period of 2019 due to the mix of products and services sold during the periods.
For additional information related to our constant-currency calculations, see Non-GAAP Financial Measures below.
Selling, General, and Administrative Expenses
Three Months Ended March 31,
2020 2019 % Change
(In thousands, excluding percentages)
Selling, general, and administrative expenses $ 37,730    $ 39,437    (4.3) %
Share-based compensation expense 4,648    4,223    10.1   
Total selling, general, and administrative expenses $ 42,378    $ 43,660    (2.9) %
 
Percentage of total revenues:
Selling, general, and administrative expenses 12.3  % 12.4  %
Share-based compensation expense 1.5  % 1.3  %
Total selling, general, and administrative expenses 13.8  % 13.7  %
Selling, general, and administrative expenses (“SG&A expenses”), excluding share-based compensation expense. For the three months ended March 31, 2020, SG&A expenses, excluding share-based compensation expense, decreased $1.7 million, or 4.3%, compared to the same period of 2019. This decrease is primarily a result of lower employee compensation costs, driven by lower incentive compensation, and lower facilities related costs.
Share-based compensation expense. For the three months ended March 31, 2020, share-based compensation expense increased $0.4 million, compared to the same period of 2019. This increase is a result of the amount, timing and terms of share-based payment awards granted during the periods, net of estimated forfeitures. For additional information related to share-based compensation expense, see Item 1. Financial Statements, Note 4. Share-based Compensation.
Restructuring Expenses
During the three months ended March 31, 2020, we continued certain corporate reorganization and cost reduction initiatives that began in 2019. We incurred $1.2 million of pre-tax expenses related to this activity that primarily included facility closures, workforce reductions, professional fees and other related charges.
For additional information, see Item 1. Financial Statements, Note 1. General and Basis of Presentation – (d) Restructuring Expenses.






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Depreciation and Accretion Expense
Three Months Ended March 31,
2020 2019 % Change
(In thousands, excluding percentages)
Depreciation and accretion expense $ 32,211    $ 32,973    (2.3) %
Percentage of total revenues 10.5  % 10.4  %  
Depreciation and accretion expense. For the three months ended March 31, 2020, depreciation and accretion expense decreased $0.8 million, or 2.3%, compared to the same period of 2019. This decrease was primarily due to foreign currency movements.

Amortization of Intangible Assets
  Three Months Ended March 31,
  2020 2019 % Change
  (In thousands, excluding percentages)
Amortization of intangible assets $ 8,413    $ 12,412    (32.2) %
Percentage of total revenues 2.7  % 3.9  %  
Amortization of intangible assets. For the three months ended March 31, 2020, amortization of intangible assets decreased by $4.0 million, or 32.2% compared to the same period in 2019. This decrease was primarily due to the timing of the related intangible assets becoming fully amortized.
Loss on Disposal and Impairment of Assets
  Three Months Ended March 31,
  2020 2019 % Change
  (In thousands, excluding percentages)
Loss on disposal and impairment of assets $ 921    $ 968    (4.9) %
Percentage of total revenues 0.3  % 0.3  %  
Loss on disposal and impairment of assets. During the three months ended March 31, 2020, we recognized losses of approximately $0.9 million primarily related to the disposal of ATM assets in the normal course of business.
Interest Expense, net
  Three Months Ended March 31,
  2020 2019 % Change
  (In thousands, excluding percentages)
Interest expense, net $ 6,421    $ 6,643    (3.3) %
Percentage of total revenues 2.1  % 2.1  %  
Interest expense, net. For the three months ended March 31, 2020, interest expense, net, decreased $0.2 million, or 3.3%, respectively, compared to the same period of 2019. This decrease was attributable to a comparatively lower average outstanding debt balance and a comparatively lower weighted average interest rate under the Credit Agreement. For additional information related to our outstanding borrowings, see Item 1. Financial Statements, Note 9. Long-Term Debt.

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Other expenses (income)
During the three months ended March 31, 2020, we recognized a gain of $4.1 million in Other expenses (income) to revise the estimated fair value of the acquisition related contingent consideration liability. This gain was entirely offset by foreign currency translation losses and other non-operating costs totaling $7.9 million. For additional information on the acquisition related contingent consideration, see Item 1. Financial Statements, Note 14. Fair Value Measurements.

Income Tax (Benefit) Expense
  Three Months Ended March 31,
  2020 2019 % Change
  (In thousands, excluding percentages)
Income tax expense $ (3,737)   $ 3,129    (219.4) %
Effective tax rate (185.7) % 42.0  %  
Income tax expense. Our income tax benefit for the three months ended March 31, 2020, totaled $3.7 million, resulting in an effective tax rate of (185.7)%, compared to an expense of $3.1 million, and an effective tax rate of 42.0%, for the same period of 2019. The decrease in the tax expense for the three months ended March 31, 2020, compared to the same period of 2019, was primarily attributable to a non-recurring benefit in the current period from the carry back of net operating losses to prior tax years at the higher 35% U.S. tax rate, compared to the current tax rate of 21%, as a result of recent changes in U.S. tax law. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law in the U.S., which provided for an elective five-year carryback of net operating losses (NOLs) generated in taxable years beginning after December 31, 2017, and before January 1, 2021. As a result of this change in law and because the Company incurred net operating losses in 2018, the Company plans to carry back these losses to prior periods and expects to receive refunds of taxes paid at higher rates in earlier periods. Additionally, lower pretax profits in the current period compared to the prior year period contributed to the lower tax expense, partly offset by other factors.
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 $3.7 million during the three months ended March 31, 2020.
Please see the Form 10-K for the year ended December 31, 2019, for discussion of developing trends and recent events with relevance to the business.

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Long-Term 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 through the growth of Allpoint, our surcharge-free ATM network and our bank-branding programs. We have recently seen increased demand from financial institutions of all sizes as they evaluate their physical banking services and branch strategies. We have also expanded our ATM capabilities and service offerings to financial institutions, as we are seeing increasing interest from financial institutions for the outsourcing of ATM-related services due to our cost efficiency advantages and higher service levels.
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 believe our network can serve as the digital to physical gateway for financial institutions, digital-based businesses and consumers that need a way to enable cash-based transactions. We see opportunities to expand our operations through the following efforts:

•expanding our relationships with leading financial institutions;
•working with financial technology companies with a primary focus on the retail consumer finance business (or “Fintechs”) and card issuers to further leverage our extensive ATM network;
•increasing transaction levels at our existing locations;
•broadening transaction types at our physical access points enabled by mobile technology;
•increasing the number of deployed ATMs with existing and new merchant relationships;
•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 2019 Form 10-K.
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 EBITDA Margin, 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, non-operating costs 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.
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EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
EBITDA adds interest, income tax expense (benefit), depreciation and accretion, amortization of deferred financing costs and note discounts, and amortization of intangible assets, and certain costs not anticipated to occur in future periods to net income. Adjusted EBITDA and Adjusted EBITDA Margin exclude the items excluded from EBITDA as well as share-based compensation expense, certain other income and expense amounts, acquisition related expenses, gains or losses on disposal and impairment of assets, certain non-operating expenses, (if applicable in a particular period), 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 and Adjusted EBITDA margins 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. Adjusted EBITDA margin is calculated as Adjusted EBITDA divided by total revenues.
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 and deferred financing costs, gains or losses on disposal and impairment of assets, share-based compensation expense, certain other income and 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 23.6% for the three months ended March 31, 2020 and 24.2% for the three months ended March 31, 2019 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 payments of restricted cash liabilities 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.
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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:
Reconciliation of Net Income Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, and Adjusted Net Income (in thousands, excluding share and per share amounts)
  Three Months Ended March 31,
  2020 2019
Net income attributable to controlling interests and available to common shareholders $ 5,755    $ 4,319   
Adjustments:
Interest expense, net 6,421    6,643   
Amortization of deferred financing costs and note discount 3,486    3,292   
Income tax (benefit) expense (3,737)   3,129   
Depreciation and accretion expense 32,211    32,973   
Amortization of intangible assets 8,413    12,412   
EBITDA  52,549    62,768   
Add back:    
Loss on disposal and impairment of assets 921    968   
Other expenses (income) (1)
3,829    (7,207)  
Noncontrolling interests (2)
13    15   
Share-based compensation expense 5,193    4,484   
Restructuring expenses (3)
1,209    —   
Adjusted EBITDA 63,714    61,028   
Less:    
Depreciation and accretion expense (4)
32,210    32,973   
Interest expense, net 6,421    6,643   
Adjusted pre-tax income 25,083    21,412   
Income tax expense (5)
5,920    5,181   
Adjusted Net Income $ 19,163    $ 16,231   
Adjusted Net Income per share – basic $ 0.43    $ 0.35   
Adjusted Net Income per share – diluted $ 0.42    $ 0.35   
Weighted average shares outstanding – basic 44,729,824    46,223,764   
Weighted average shares outstanding – diluted 45,741,261    46,635,033   
(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 the Company's Mexican subsidiaries.
(3)For the three months ended March 31, 2020, our restructuring activities included costs incurred in conjunction with facility closures, workforce reductions, professional fees and other related charges.
(4)Amounts exclude a portion of the expenses incurred by one of the Company's Mexican subsidiaries to account for the amounts allocable to the noncontrolling interest shareholders.
(5)For the three month periods ended March 31, 2020 and 2019, the non-GAAP tax rates used to calculate Adjusted Net Income were 23.6% and 24.2%, respectively. This represents the Company’s GAAP tax rate as adjusted for the net tax effects related to the items excluded from Adjusted 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,
  2020 2019 % Change
  U.S.
GAAP 		Foreign Currency
Impact 		Constant - Currency U.S.
GAAP 		U.S.
GAAP 		Constant - Currency
ATM operating revenues $ 291,854    $ 3,570    $ 295,424    $ 302,602    (3.6) % (2.4) %
ATM product sales and other revenues 14,748    135    14,883    15,668    (5.9)   (5.0)  
Total revenues $ 306,602    $ 3,705    $ 310,307    $ 318,270    (3.7) % (2.5) %


North America revenue: Three Months Ended March 31,
  2020 2019 % Change
  U.S.
GAAP 		Foreign Currency
Impact 		Constant - Currency U.S.
GAAP 		U.S.
GAAP 		Constant - Currency
ATM operating revenues $ 193,241    $ 235    $ 193,476    $ 191,046    1.1  % 1.3  %
ATM product sales and other revenues 12,756    59    12,815    13,202    (3.4)   (2.9)  
Total revenues $ 205,997    $ 294    $ 206,291    $ 204,248    0.9  % 1.0  %


Europe & Africa revenue: Three Months Ended March 31,
  2020 2019 % Change
  U.S.
GAAP 		Foreign Currency
Impact 		Constant - Currency U.S.
GAAP 		U.S.
GAAP 		Constant - Currency
ATM operating revenues $ 79,958    $ 1,745    $ 81,703    $ 88,678    (9.8) % (7.9) %
ATM product sales and other revenues 1,942    74    2,016    2,247    (13.6)   (10.3)  
Total revenues $ 81,900    $ 1,819    $ 83,719    $ 90,925    (9.9) % (7.9) %


Australia & New Zealand revenue: Three Months Ended March 31,
  2020 2019 % Change
  U.S.
GAAP 		Foreign Currency Impact Constant - Currency U.S.
GAAP 		U.S.
GAAP 		Constant - Currency
ATM operating revenues $ 20,307    $ 1,591    $ 21,898    $ 25,791    (21.3) % (15.1) %
ATM product sales and other revenues 50    2    52    219    (77.2)   (76.3)  
Total revenues $ 20,357    $ 1,593    $ 21,950    $ 26,010    (21.7) % (15.6) %
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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,
  2020 2019 % Change
 
Non -
GAAP (1)
Foreign Currency Impact Constant - Currency
Non -
GAAP (1)
Non -
GAAP (1)
Constant - Currency
Adjusted EBITDA $ 63,714    $ 814    $ 64,528    $ 61,028    4.4  % 5.7  %
Adjusted Net Income $ 19,163    $ 249    $ 19,412    $ 16,231    18.1  % 19.6  %
Adjusted Net Income per share –
diluted (2)
$ 0.42    $ —    $ 0.42    $ 0.35    20.0  % 20.0  %
(1) As reported on the Reconciliation of Net Income Attributable to Controlling Interests and Available to Common Shareholders to EBITDA, Adjusted EBITDA, 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 45,741,261 and 46,635,033 for the three months ended March 31, 2020
Reconciliation of Adjusted Free Cash Flow
  Three Months Ended March 31,
2020 2019
  (In thousands)
Net cash provided by (used in) operating activities $ 1,120    $ (21,805)  
Restricted cash settlement activity (1)
39,871    71,521   
    Adjusted net cash provided by operating activities 40,991    49,716   
Net cash used in investing activities, excluding acquisitions (2)
(18,429)   (29,307)  
Adjusted free cash flow $ 22,562    $ 20,409   

(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 primarily 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.
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Liquidity and Capital Resources
Overview
As of March 31, 2020, we had $613.7 million in cash and cash equivalents and $1,322.2 million of current and long-term debt. Our convertible Notes with a face value of $287.5 million are due December 2020 and are presented net of unamortized discount and capitalized debt issuance costs of $8.6 million in the Current portion of long-term debt line of the Company's Consolidated Balance Sheet as of March 31, 2020.
We have historically funded our business with 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 have historically utilized the excess available cash flow to reduce borrowings made under our revolving credit facility reported as long term debt and to fund capital expenditures. Accordingly, it is not uncommon for us to reflect a working capital deficit position in our Consolidated Balance Sheet.

To preserve our liquidity, as previously announced, we suspended our share buy back program. In anticipation of the maturity of our Convertible Notes due on December 1, 2020, as a precautionary measure given the economic uncertainty caused by the worldwide COVID-19 pandemic, in March 2020, we drew all of the borrowing capacity under our credit facility, resulting in our holding $613.7 million in cash as of March 31, 2020. In spite of recent decreases in transactions and revenues, along with expected further adverse impacts to our business caused by the pandemic, we believe we will be able to generate positive free cash flows (operating cash flows, adjusted for settlement activities, less capital expenditures) for the remainder of 2020. We believe that our cash on hand will be sufficient to meet our working capital requirements and contractual commitments for the next twelve months and we expect to fund our working capital needs with cash on hand and cash flows from our operations.

Operating Activities
Net cash provided by operating activities totaled $1.1 million during the three months ended March 31, 2020, compared to net cash used in operating activities of $21.8 million during the same period of 2019. Excluding changes in restricted cash during the periods due to the timing of settlements, our cash flows from operating activities were down $8.7 million. This decrease is primarily due to payments in the ordinary course of business and timing of payments relative to the same period of the prior year.
Investing Activities
Net cash used in investing activities totaled $18.4 million during the three months ended March 31, 2020, compared to net cash used in investing activities of $29.3 million during the same period of 2019. The change in net cash used in investing activities during the three months ended March 31, 2020 relative to the prior year was a result of lower capital expenditures in the ordinary course of business.
Financing Activities
Net cash provided by financing activities totaled $565.0 million during the three months ended March 31, 2020, compared to cash used in financing activities of $25.3 million during the same period of 2019. As discussed above, during the three months ended March 31, 2020, we borrowed $587.1 million under our revolving credit agreement in anticipation of the maturity of our Convertible Notes due on December 1, 2020 and for additional liquidity given the economic uncertainty caused by the worldwide COVID-19 pandemic. During the period, we also used $16.9 million to repurchase 505,699 Class A ordinary shares. We may from time to time seek to repurchase our outstanding debt and / or equity securities in privately negotiated transactions and / or otherwise. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds below for additional detail on the Class A ordinary shares purchased and remaining authorization under our repurchase program.
For information related to our financing facilities, see Item 1. Financial Statements, Note 9. Long-Term Debt. 

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Critical Accounting Policies
Our consolidated financial statements included in this Form 10-Q have been prepared in accordance with U.S. GAAP, which requires management to make numerous estimates and assumptions. Actual results could differ from those estimates and assumptions, thus impacting our results of operations and financial position. For discussion of the critical accounting policies and estimates that are most important to the depiction of our financial condition and results of operations see Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates and Item 8. Financial Statements and Supplementary Data, Note 1. Basis of Presentation and Summary of Significant Accounting Policies within the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
Goodwill
Following the goodwill impairment recognized by the Company in 2019, the Canada reporting unit continues to be at risk of failing a quantitative impairment test. In 2019, the Canada reporting unit’s carrying value was impaired and reduced to fair value. The fair value of the Canada reporting unit continues to approximate its carrying value. Furthermore, as indicated in Part I. Item 1. Financial Statements – Note 7. Intangible Assets, we identified the impacts of the COVID-19 pandemic as an impairment indicator and performed an additional quantitative impairment test of the Canada reporting unit as of March 31, 2020. Based on this quantitative test, the fair value of the reporting unit marginally exceeded its carrying value, and no additional goodwill impairment was recognized. The Canada reporting unit's goodwill was approximately $95.6 million as of March 31, 2020. To the extent that we are unable to meet our forecasts in the future or to the extent that the impacts of the COVID-19 pandemic are protracted, further goodwill impairment charges are possible relative to the Company’s Canada reporting unit. Additionally, based on our qualitative assessment, the fair value of the Company’s other reporting units exceeded their carrying value; however, protracted impacts of the COVID-19 pandemic could result in goodwill impairment charges to those reporting units.
New Accounting Pronouncements
For information related to accounting pronouncements not yet adopted during 2020 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 2019 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, 2020 and from which we may incur future gains or losses as a result of 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.
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.
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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
Term 
(In millions)    
$ 1,500    1.69  % April 1, 2020 – December 31, 2020
$ 1,200    1.46  % January 1, 2021 – December 31, 2021
$ 1,000    1.17  % January 1, 2022 – December 31, 2022
$ 600    0.98  % January 1, 2023 – December 31, 2024

                      Notional Amounts CAD $ Weighted Average Fixed Rate Term 
(In millions)
$ 125    2.46  % April 1, 2020 – December 31, 2021
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)    
£ 500    0.94  % April 1, 2020 – December 31, 2022
Australia & New Zealand – Interest Rate Swap Contracts
Notional Amounts
AUS $ 		Weighted Average
Fixed Rate 		Term
(In millions)    
$ 140    1.59  % April 1, 2020 – December 31, 2020
$ 40    0.71  % January 1, 2021 – December 31, 2021

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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, 2020 and assuming a 100 basis point increase in interest rates (in millions):
North America  
Average outstanding vault cash balance $ 1,901   
Interest rate swap contracts fixed notional amount (1,393)  
Residual unhedged outstanding vault cash balance $ 508   
Additional annual interest incurred on 100 basis point increase $ 5.08   
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, 2020 and assuming a 100 basis point increase in interest rates (in millions):
Europe & Africa  
Average outstanding vault cash balance $ 1,041   
Interest rate swap contracts fixed notional amount (640)  
Residual unhedged outstanding vault cash balance $ 401   
Additional annual interest incurred on 100 basis point increase $ 4.01   
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, 2020 and assuming a 100 basis point increase in interest rates (in millions):
Australia  
Average outstanding vault cash balance $ 262   
Interest rate swap contracts fixed notional amount (92)  
Residual unhedged outstanding vault cash balance $ 170   
Additional annual interest incurred on 100 basis point increase $ 1.70   
As of March 31, 2020, we had an asset of $2.6 million and a liability of $58.5 million recorded in the accompanying Consolidated Balance Sheets, which represented the fair value asset or liability, respectively, of the interest rate swap, cap 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 derivative 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). For each highly effective hedging relationship, 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 gain or loss 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
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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 September 2019, we entered into a second amended and restated credit agreement (the “Credit Agreement”) increasing the available borrowings under our revolving credit facility to $750 million. As of March 31, 2020, outstanding borrowings under our revolving credit facility, which carries a floating interest rate, were $746.6 million, the majority of which is denominated in U.S dollars and 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 in the U.K. For information related to our financing facilities, see Item 1. Financial Statements, Note 9. Long-Term Debt.
Outstanding Interest Rate Derivatives Associated with Revolving Credit Facility Borrowings
Notional Amounts
U.K. £ 		Weighted Average
Fixed Rate
Term 
(In millions)    
£ 50    0.95  % April 1, 2020 – December 31, 2020
£ 100    0.64  % January 4, 2021 – December 31, 2021
Transition from LIBOR. We are currently evaluating the impact of the transition from LIBOR as an interest rate benchmark to other potential alternative reference rates. Currently we have several debt and derivative instruments that reference LIBOR-based rates. The transition from LIBOR is expected to take place in 2021, and we will continue to assess the impact of this transition. For additional information related to the transition from LIBOR, see Part 1, Item 1A. Risk Factors - Changes in interest rates could increase our operating costs by increasing interest expense under our credit facilities and our vault cash rental costs - in our Annual Report on Form 10-K for the year ended December 31, 2019.
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, 2020, this accumulated translation loss totaled $78.8 million compared to $59.0 million as of December 31, 2019.
Our consolidated financial results were impacted by changes in foreign currency exchange rates during the three months ended March 31, 2020 compared to the prior year. Our total revenues during the three months ended March 31, 2020 would have been higher by approximately $3.7 million had the foreign currency exchange rates from the three months ended March 31, 2020 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 $0.3 million for the three months ended March 31, 2020.
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.
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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, 2020 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
In conjunction with the evaluation described above, there have been no changes in our system of internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2020, 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, 2019 (“2019 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 2019 Form 10-K, except with respect to the risk factor described below.
We are subject to business cycles, seasonality, and other outside factors such as extreme weather, natural disasters or health emergencies, including the recent outbreak of the coronavirus (“COVID-19”) pandemic that has adversely impacted our business, and that may in the future have a material adverse impact on our business.
Many of our ATMs are located in convenience stores, gas stations, malls, grocery stores, drug stores, airports, train stations, and other large retailers and are utilized by consumers that frequent them. As such, transaction volumes at our ATMs located in regions affected by strong winter weather patterns typically experience declines in volume during those months as a result of decreases in the amount of consumer traffic through such locations. With the majority of our ATMs located in the northern hemisphere, we expect to see slightly higher transactions in the warmer summer months from May through August, which are also aided by increased vacation and holiday travel. As a result of these seasonal variations, our quarterly operating results may fluctuate and could lead to volatility in the price of our shares. In addition, if a recessionary economic environment were to reduce traffic at our ATM locations, this could impact the level of transactions taking place on our networks and at our ATMs.
Natural or man-made disasters (including, hurricanes, flooding, tornadoes, fires, or acts of war or terror), uncharacteristic or significant weather conditions or real or potential health emergencies such as the widespread outbreak of contagious diseases, such as the COVID-19 could hinder travel, result in travel bans, government restrictions or quarantines. Any of these events could restrict or reduce traffic at our ATM locations, reduce the use or demand for cash or decrease demand for our services. In addition, any catastrophic events or significant business interruptions could reduce or impair our ability and that of our employees, to provide services and conduct operations and this may occur in a manner that cannot be mitigated by our disaster and business continuity planning or cause losses, which are not recoverable under our insurance policies. The impact of such events may have a range of lingering impacts on us, our employees, customers, our suppliers and the overall economy, adversely affecting our operations, financial condition, results of operations, cash flows and share price even after the initial incident resolves.
On March 11, 2020, the World Health Organization declared Coronavirus (or “COVID-19”) a global pandemic. In response, the national and local governments in which we operate have implemented various restrictions, including travel restrictions, border closings, restrictions on public gatherings, shelter-in-place restrictions, quarantines and limitations on business operations.
These events and the prevalence of the disease have adversely impacted the macroeconomic environment, consumer confidence, unemployment and other economic indicators that contribute to consumer spending behavior and demand for our services, as well as the Company and its employees, customers and suppliers. These events have also reduced foot traffic at our ATM locations and the usage of our ATMs across the regions in which we operate, resulting in fluctuations in our operating results, volatility in the price of our shares, reduction in transaction volumes and revenues associated with those volumes beginning at the end of March 2020. We expect that these impacts will continue through the second quarter of 2020, and may continue to impact our results in future periods during 2020 and beyond. We have implemented cost reductions and have taken action to manage expenses, reduce capital spending plans and have suspended our opportunistic share repurchase program to optimize cash flow during the current environment. We have also implemented business continuity plans, with most of our employees working from home since March 16, 2020 without issue. Certain of our employees continue to perform cash delivery, maintenance and other technical services on site and at certain of our office and warehouse locations to ensure the continued operations of our ATMs, and we may take further actions as may be required by government authorities or as we determine are in the best interests of our employees, partners and customers. For more information, see “Management’s Discussion and Analysis of Financial Conditions and Results Operations.”
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The situation surrounding COVID-19 remains fluid and the potential for a material adverse impact on the Company’s results of operations, financial condition, and liquidity increases the longer the virus impacts activity levels globally. For this reason, the Company cannot reasonably estimate with any degree of certainty the future impact COVID-19 may have on the Company’s results of operations, financial position, and liquidity. The extent to which the COVID-19 pandemic may impact the Company’s business, operating results, financial condition, or liquidity will depend on future developments, including the duration of the outbreak, travel restrictions, business and workforce disruptions, and the effectiveness of actions taken to contain and treat the disease. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the effect of heightening many of the other risks described in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 

The following table presents information with respect to our purchases of Class A ordinary shares during the three months ended March 31, 2020. All of the shares repurchased were canceled.

Period
Total number of shares purchased (1)
Average price paid per share Total number of shares purchased as part of publicly announced program  Approximate dollar value of shares that may yet be purchased under the program
March 1, 2020 - March 31, 2020 505,699    $ 33.19    505,699    $ 33,215,850   
Total 505,699    $ 33.19    505,699   

(1) On November 21, 2019, the Company announced a stock repurchase program, under which it was authorized to repurchase up to $50 million of its Class A ordinary shares through December 31, 2020. The Company repurchased 505,699 shares for approximately $16.8 million during the three months ended March 31, 2020.
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*
10.6*
10.7*
10.8*
31.1*
31.2*
32.1**
104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, formatted in Inline XBRL.
101.INS* XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL 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 8, 2020   /s/ Gary W. Ferrera
    Gary W. Ferrera
    Chief Financial Officer
    (Duly Authorized Officer and
    Principal Financial Officer)
     
May 8, 2020   /s/ Paul A. Gullo
    Paul A. Gullo
    Chief Accounting Officer
    (Duly Authorized Officer and
    Principal Accounting Officer)

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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
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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 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
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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:
(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
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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 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;
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(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, 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
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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 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
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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.
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.
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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 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)
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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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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).
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 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 Options 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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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,
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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.
(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
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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 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
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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 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:
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(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;
(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.
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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.
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.
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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 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
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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.
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(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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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.
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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 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
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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.
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
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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:
By accepting the grant of RSUs, the Participant expressly recognizes that the Company, with its principal operating offices at 2050 W Sam Houston Pkwy S, Suite 1300, 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.
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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.
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): https://www.sec.gov/ix?doc=/Archives/edgar/data/1671013/000167101320000008/catm-201901231x10k.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:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1671013/000167101320000008/catm-201901231x10k.htm
3.The Plan:
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https://www.sec.gov/Archives/edgar/data/1671013/000155837019001351/catm-20181231ex1035afae8.htm
You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to 2050 W Sam Houston Pkwy S, Suite 1300, 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) 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
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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.
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)
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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.
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 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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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 [●] 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 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
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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) [●] 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
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Period and (b) thirty-six (36), and shall be paid out in Ordinary Shares in calendar year 2023, 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 2023, 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 2023, following approval of the Achievement, but no later than December 31, 2023, 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 maximum number of Ordinary Shares which may be earned pursuant to this Agreement and 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
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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 the number of Ordinary Shares credited to the Participant’s account on the settlement date, except for any Ordinary Shares withheld to cover Tax-Related Items pursuant to Section 8; 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 2023; 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 2023 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 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)
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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, 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;
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(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.
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
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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 part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a
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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 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
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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)


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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 January 1, 2020 through December 31, 2022 (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. Unless otherwise determined by the Committee, 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).
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.
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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 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.
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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.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)
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
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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:
By accepting the grant of RSUs, the Participant expressly recognizes that the Company, with its principal operating offices at 2050 W Sam Houston Pkwy S, Suite 1300, 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
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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.
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):
https://www.sec.gov/ix?doc=/Archives/edgar/data/1671013/000167101320000008/catm-201901231x10k.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:
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https://www.sec.gov/ix?doc=/Archives/edgar/data/1671013/000167101320000008/catm-201901231x10k.htm

3.The Plan:
https://www.sec.gov/Archives/edgar/data/1671013/000155837019001351/catm-20181231ex1035afae8.htm

You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to 2050 W Sam Houston Pkwy S, Suite 1300, 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) 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.
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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.
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.
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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 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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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 March 31st 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 responsibilities to the Company or any Affiliate; (iii) has
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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) 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
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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 2023, 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 2023, 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 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 maximum number of Ordinary Shares which may be earned pursuant to this Agreement and 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
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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 the number of Ordinary Shares credited to the Participant’s account on the settlement date, except for any Ordinary Shares withheld to cover Tax-Related Items pursuant to Section 8; 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 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
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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, 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;
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(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.
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
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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 part of such provision) so declared to be unlawful or invalid shall, if possible, be construed in a
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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 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
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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)

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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 [●] Index 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.

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
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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:
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.



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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).
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.
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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 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
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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.
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
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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:
By accepting the grant of RSUs, the Participant expressly recognizes that the Company, with its principal operating offices at 2050 W Sam Houston Pkwy S, Suite 1300, 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.
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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.
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):
https://www.sec.gov/ix?doc=/Archives/edgar/data/1671013/000167101320000008/catm-201901231x10k.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:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1671013/000167101320000008/catm-201901231x10k.htm

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3.The Plan:
https://www.sec.gov/Archives/edgar/data/1671013/000155837019001351/catm-20181231ex1035afae8.htm
You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to 2050 W Sam Houston Pkwy S, Suite 1300, 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) 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
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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.
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)
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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.
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 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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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

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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. In the event the Participant’s employment with Employer terminates involuntarily, other than for Cause, or as a result of the death or Disability of the Participant, any unvested RSUs shall become fully vested and paid out in Ordinary Shares within 30 days following such employment termination. In the event the Participant’s employment with Employer terminates for any reason other than as set forth in the prior sentence, the Participant shall cease vesting in the RSUs as of the Termination Date and any unvested RSUs shall be forfeited in their entirety.
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 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.
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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, 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
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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, 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,
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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 (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.
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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 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.
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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 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.
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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)

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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
        
        
        



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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).
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.

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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 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
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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.
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
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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 2050 W Sam Houston Pkwy S, Suite 1300, 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 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.
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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:
1.The Company's most recent Annual Report (Form 10-K): https://www.sec.gov/ix?doc=/Archives/edgar/data/1671013/000167101320000008/catm-201901231x10k.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:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1671013/000167101320000008/catm-201901231x10k.htm

3.The Plan:
https://www.sec.gov/Archives/edgar/data/1671013/000155837019001351/catm-20181231ex1035afae8.htm
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You acknowledge that you may have a copy of the above documents sent to you, without fee, on written request being mailed to 2050 W Sam Houston Pkwy S, Suite 1300, 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) 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
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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.
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.
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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.
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 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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CARDTRONICS PLC
FOURTH AMENDED AND RESTATED 2007 STOCK INCENTIVE PLANFOR 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
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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
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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
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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
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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
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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.
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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
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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)

8
aPPROVED FOR USE: CATM COMPENSATION COMMITTEE – MARCH 30, 2020
4846-6629-4713, v. 1

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 


        
        

1" = "1" "WEIL:\96920750\3\33709.0003" "" WEIL:\96920750\3\33709.0003
4846-6629-4713, v. 1

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 for the Quarter ended March 31, 2020 (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 8, 2020 /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 for the Quarter ended March 31, 2020 (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 8, 2020 /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, 2020 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 8, 2020 /s/ Edward H. West
Edward H. West
Chief Executive Officer
 
 
Date: May 8, 2020 /s/ Gary W. Ferrera
Gary W. Ferrera
Chief Financial Officer