EMPLOYMENT AGREEMENT among CARDTRONICS, LP, CARDTRONICS, INC. and DREW SOINSKI July 12, 2005
Exhibit
10.18
among
CARDTRONICS, LP,
CARDTRONICS, INC.
and
XXXX XXXXXXX
July 12, 2005
TABLE OF CONTENTS
| ARTICLE 1 DEFINITIONS; CONSTRUCTION |
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| 1.1 | Definitions |
1 | ||||||||
| 1.2 | Construction |
1 | ||||||||
| ARTICLE 2 EMPLOYMENT AND DUTIES |
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| 2.1 | Employment; Effective Date |
1 | ||||||||
| 2.2 | Position |
1 | ||||||||
| 2.3 | Duties and Services |
2 | ||||||||
| 2.4 | Duty of Loyalty |
2 | ||||||||
| ARTICLE 3 EMPLOYMENT TERM, TERMINATION AND RELATED MATTERS |
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| 3.1 | Employment Term |
2 | ||||||||
| 3.2 | Termination. |
2 | ||||||||
| 3.3 | Effect of Termination |
3 | ||||||||
| 3.4 | Miscellaneous Terms Relating to Termination. |
4 | ||||||||
| ARTICLE 4 COMPENSATION, BONUSES, BENEFITS AND STOCK PURCHASE |
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| 4.1 | Base Salary |
5 | ||||||||
| 4.2 | Bonuses |
5 | ||||||||
| 4.3 | Benefits. |
5 | ||||||||
| ARTICLE 5 PROTECTION OF INFORMATION |
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| 5.1 | Disclosure to and Property of the Company |
6 | ||||||||
| 5.2 | Disclosure to the Employee |
6 | ||||||||
| 5.3 | No Unauthorized Use or Disclosure |
7 | ||||||||
| 5.4 | Ownership by Company |
7 | ||||||||
| 5.5 | Assistance by the Employee |
8 | ||||||||
| 5.6 | Remedies |
8 | ||||||||
| ARTICLE 6 STATEMENTS CONCERNING THE COMPANY AND THE EMPLOYEE |
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| 6.1 | In General |
8 | ||||||||
| ARTICLE 7 NON-COMPETITION AFTER TERMINATION |
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| 7.1 | In General |
9 | ||||||||
ARTICLE 8 MISCELLANEOUS |
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| 8.1 | Notices |
10 | ||||||
| 8.2 | Applicable Law |
11 | ||||||
| 8.3 | No Waiver |
11 | ||||||
| 8.4 | Severability |
11 | ||||||
| 8.5 | Counterparts |
11 | ||||||
| 8.6 | Withholding of Taxes and Other Employee Deductions |
11 | ||||||
| 8.7 | Headings |
11 | ||||||
| 8.8 | Gender and Plurals |
11 | ||||||
| 8.9 | Assignment |
12 | ||||||
| 8.10 | Amendment; Entire Agreement |
12 | ||||||
| 8.11 | Arbitration |
12 | ||||||
| 8.12 | Employee’s Representation |
12 | ||||||
| 8.13 | Other Matters |
12 | ||||||
| 8.14 | Indemnification |
12 |
Exhibits:
A -
|
Defined Terms | |
B -
|
Form of Release Agreement |
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and among Cardtronics, LP, a
Delaware limited partnership (the “Company”), Cardtronics, Inc., a Delaware corporation
(“Cardtronics, Inc.”), and Xxxx Xxxxxxx, of 000 Xxxxx Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000
(the “Employee”), as of July 12, 2005. Cardtronics, Inc. joins in the execution of this Agreement
for the sole purpose of evidencing its agreement to the provisions set forth in Sections 4.3(d),
6.1 and 8.14.
In consideration of the employment by the Company, and of the compensation and other
remuneration to be paid by the Company to the Employee for such employment, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the
Employee, the Company and the Employee agree as follows:
ARTICLE 1
DEFINITIONS; CONSTRUCTION
DEFINITIONS; CONSTRUCTION
1.1 Definitions. In addition to terms defined in the body of this Agreement, capitalized terms
used herein shall have the meanings given to them in Exhibit A.
1.2 Construction. All article, section, subsection and exhibit references used in this Agreement
are to this Agreement unless otherwise specified. Exhibits attached to this Agreement constitute a
part of this Agreement and are incorporated herein. Unless the context of this Agreement clearly
requires otherwise, (a) the singular shall include the plural and the plural shall include the
singular wherever and as often as may be appropriate, (b) the words “includes” or “including” shall
mean “including without limitation,” and (c) the words “hereof,” “herein,” “hereunder” and similar
terms in this Agreement shall refer to this Agreement as a whole and not any particular section or
article in which such words appear.
ARTICLE 2
EMPLOYMENT AND DUTIES
EMPLOYMENT AND DUTIES
2.1 Employment; Effective Date. Subject to the terms of this Agreement, the Company agrees to
employ the Employee, and the Employee agrees to be employed by the Company, beginning as of August
1, 2005 (the “Effective Date”) and continuing until the last day of the Employment Term.
2.2 Position. During the Employment Term, the Employee shall serve as the Company’s Chief
Marketing Officer and Executive Vice President Sales and Marketing. The Employee shall report
directly to the Chief Executive Officer of the Company and of Cardtronics, Inc. As the Chief
Marketing Officer and Executive Vice President Sales and Marketing, the Employee will responsible
for Cardtronics’ sales and revenue, organic growth initiatives, and developing strategies to
increase ATM transactions and functionalities. Employees reporting directly to the Chief Marketing
Officer and Executive Vice President Sales and Marketing will be the Executive Vice President,
National Sales, Vice President, Marketing, and a senior level officer (executive or senior vice
president) to head a “Business Development” section, to be created in the very near future.
Additionally, the Chief Marketing Officer and
Executive Vice President Sales and Marketing will work closely with the Executive Vice President,
Financial Institutions, as a resource to help with bank branding and outsourcing opportunities.
2.3 Duties and Services. The Employee shall perform diligently and to the best of his abilities
the duties and services appertaining to the Employee’s position as provided in Section 2.2, as well
as such additional duties and services appropriate to such position that the Board may determine
from time to time. Employee shall work at the Company’s principal offices in Houston. Additionally,
to effectively carry out his duties, Employee shall be required to travel on a regular to extensive
basis; with significant international travel. The Employee’s employment shall also be subject to
the policies maintained and established by the Board, as the same may be amended from time to time.
In furtherance of the foregoing, the Employee shall devote his full business time, energy and
efforts to the business and affairs of the Company and its Affiliates and shall not engage,
directly or indirectly, in any other business or businesses, whether or not similar to that of the
Company. The foregoing notwithstanding, the parties recognize that the Employee may engage in
passive personal investments and other non-competitive business activities that do not conflict
with the business and affairs of the Company or its Affiliates or interfere with the Employee’s
performance of his duties hereunder.
2.4 Duty of Loyalty. The Employee acknowledges and agrees that the Employee owes a fiduciary duty
of loyalty, fidelity and allegiance to act at all times in the best interests of the Company and
its Affiliates and to do no act that would injure the business, interests or reputation of the
Company or any of its Affiliates. In keeping with these duties, the Employee shall make full
disclosure to the Board of all business opportunities pertaining to the Company’s business and
shall not appropriate for the Employee’s own benefit any such business opportunities.
ARTICLE 3
EMPLOYMENT TERM, TERMINATION AND RELATED MATTERS
EMPLOYMENT TERM, TERMINATION AND RELATED MATTERS
3.1 Employment Term. The term of this Agreement shall commence on the Effective Date and end on
the third anniversary of the Effective Date (the “Stated Term”) unless earlier terminated in
accordance with this Agreement (the Employee’s actual period of employment, whether extending
through the Stated Term or terminated earlier in accordance with this Agreement, is referred to
herein as the “Employment Term”).
3.2 Termination. Notwithstanding the provisions of Section 3.1, the Employee’s employment shall
terminate prior to the expiration of the Stated Term as follows:
| (a) | automatically, upon the Employee’s death or voluntary resignation; | ||
| (b) | by the Company, upon notice to the Employee: |
| (i) | upon the Employee becoming incapacitated by accident, sickness or other circumstance that renders him Totally Disabled; |
2
| (ii) | upon the occurrence of any conduct or event constituting Cause, but only after (A) an act or omission occurs which may constitute Cause, (B) the Company notifies the Employee (the “For Cause Notice”) that the Company intends to terminate his employment for Cause (and the acts or omissions which allegedly constitute Cause must be described by the Company in reasonable detail in the For Cause Notice); and (C) in the case of an act or omission described in clauses (a), (c), (d) or (f) of the definition of the term Cause set forth in Exhibit A, within 10 days after receiving such notice from the Company, the Employee fails to cure the circumstances which gave rise to a potential termination for Cause or otherwise prevent the event which constituted grounds for Cause before the occurrence of such event; or | ||
| (iii) | for any reason other than (A) the expiration of the Stated Term or (B) a reason described in Section 3.2(a), 3.2(b)(i) or 3.2(b)(ii) (termination by the Company under this clause (iii) being referred to as a “Without Cause Termination”). |
Termination under Section 3.2(b) is referred to elsewhere in this Agreement as a “Good Reason
Termination.”
3.3 Effect of Termination
(a) If the Employee’s employment under this Agreement terminates at the expiration of the
Stated Term or for any reason described in Section 3.2(a), 3.2(b)(i) or 3.2(b)(ii), all
compensation, bonuses and benefits to the Employee not yet accrued hereunder shall terminate
contemporaneously with the expiration of the Employment Term, but the Employee will be entitled to
(i) payment of all accrued and unpaid Base Salary to the date of termination, (ii) reimbursement
for all incurred but unreimbursed expenses for which the Employee is entitled to reimbursement in
accordance with the Company’s written policies, (iii) benefits to which the Employee is entitled
under the terms of any applicable benefit plan or program, and (iv) in the case of termination of
employment for any reason other than Cause as described in Section 3.2(b)(ii), payment of any
unpaid bonus for the fiscal year ending prior to the date of such termination and a pro rata bonus
for the fiscal year in which such termination occurs.
(b) If the Employee’s employment terminates because of a Without Cause Termination by the
Company or a Good Reason Termination by the Employee, subject to delivery (without revocation) of
the release described in Section 3.4(c) and subject to the severance mitigation provisions of
Section 3.4(a), the Employee (or his estate, as applicable) shall be entitled to receive all
benefits described in clauses (i) through (iv) of Section 3.3(b) and severance pay equal to the
Base Salary and the benefits described in Section 4.3(a) for 12 months (the “Severance Period").
All severance payments due under this Section 3.3(b) shall become due and payable at such times and
in such installments as would have been payable if the Employee had not been so terminated. During
the portion, if any, of the Severance Period that the Employee elects to continue coverage for
himself and his eligible dependents under the Company’s group health plans under the Consolidated
Omnibus Budget Reconciliation Act of
1985, as amended (COBRA), and/or Sections 601 through 608 of the Employee Retirement Income
Security Act of 1974, as amended, the Company shall promptly reimburse the Employee on a monthly
basis for the difference between the amount the Employee pays to effect and continue such coverage
and the employee contribution amount that active senior executive employees pay for the same or
similar coverage under the Company’s group health plans. In addition, during the Severance Period,
the Employee will be entitled to continued coverage under all other Company welfare benefit plans,
subject only to the requirement that he continue to pay the required premiums, if any, applicable
to active senior executive employees for the same or similar coverage.
3.4 Miscellaneous Terms Relating to Termination.
(a) If the Employee is entitled to severance pay under Section 3.3(b) and the Employee
subsequently accepts employment with or provides services to a third party for compensation on a
full-time basis (which shall mean 20 hours or more per week), then the Company’s obligation to pay
the Employee any severance pay thereafter shall be reduced by the gross earnings paid to or earned
by the Employee from such other employment or provision of services during the Severance Period.
The Employee agrees promptly to notify the Company if he accepts any employment or enters into any
service arrangement as described above that provides the Employee with compensation.
(b) Notwithstanding anything to the contrary in this Agreement, the Company may set off any
amounts of money owed by the Employee to the Company (arising under this Agreement or otherwise)
against any payments owed by the Company to the Employee (arising under this Agreement or
otherwise).
(c) In light of the difficulties in estimating the damages for a termination of this Agreement
before the expiration of the Stated Term, the Company and the Employee hereby agree that the
severance payments, if any, to be received by the Employee pursuant to Section 3.3(b) shall be
received by the Employee as liquidated damages, and the Employee shall not have any right to any
other payment or damages except for such liquidated damages. As a condition to receiving any
severance payments owing under this Agreement, the Employee will enter into and deliver to the
Company a separate full release and waiver substantially in the form attached hereto as Exhibit B
(with such changes to such form as the Company or the Employee may reasonably require to reflect
the circumstances relating to the termination of the Employee’s employment and/or changes in
applicable law). Notwithstanding anything to the contrary in this Agreement, severance payments
will not be payable by the Company unless and until the release has been executed by the Employee
and has not been revoked and is no longer subject to revocation by the Employee.
(d) Termination of the Employee’s employment with the Company (whether because of the
expiration of the Stated Term or for any other reason) shall not affect the continuing
applicability of the terms set forth in Articles 5, 6, 7 and 8, all of which shall continue in full
force and effect during and after the Employee’s employment hereunder.
ARTICLE 4
COMPENSATION, BONUSES, BENEFITS AND STOCK PURCHASE
COMPENSATION, BONUSES, BENEFITS AND STOCK PURCHASE
4.1 Base Salary. During the Employment Term, the Company shall pay the Employee a gross base
salary of $250,000 (as such may be adjusted from time to time pursuant to the following sentence)
(the “Base Salary”), which the Company shall pay to the Employee in bi-weekly installments in
accordance with the Company’s regular payroll practice for management employees. The Base Salary
is expected to increase by 5% of the prior year’s Base Salary on each anniversary of the Effective
Date; provided, whether an increase actually occurs is subject to the sole discretion of the Board.
Thus, no obligation to increase Base Salary shall exist by reason of the foregoing expectation.
4.2 Bonuses. In addition to the Base Salary due under Section 4.1, the Employee may be eligible
for a bonus (a “Bonus”) in each fiscal year during the Employment Term in accordance with and
pursuant to the Company’s then-current bonus plan (“Bonus Plan”). The Bonus Plan will be
implemented and administered by the Compensation Committee of the Board, and any bonuses payable
thereunder shall be based upon a number of factors determined and set by the Compensation Committee
in its sole discretion. Such factors may include, but not be limited to, the achievement by the
Company of certain performance objectives, and the operation of the Company within the budgets
approved by the Board. Subject to achieving the performance standards set by the Compensation
Committee, the targeted Bonus payable to the Employee will be 50% of the Employee’s annual Base
Salary, but the ultimate Bonus amount paid to the Employee, if any, will be determined at the sole
discretion of the Compensation Committee; provided, however with respect only to that portion of
the Employment Term that ends on December 31, 2005, so long as Employee has not been terminated for
cause the Company will pay Employee a bonus equal to 50% of his Base Salary.
If the Employment Term during any fiscal year is less than the Company’s full fiscal year, the
Bonus, if any, attributable to any fiscal year shall be prorated for the actual number of days of
the Employment Term that elapses during such fiscal year.
4.3 Benefits.
(a) During the Employment Term, except as expressly provided otherwise in this Agreement (e.g.
severance, vacation, bonuses and equity incentive compensation), the Employee shall be eligible for
participation in and to receive all benefits under welfare benefit plans, practices, policies and
programs of the Company, including the Company’s medical, dental, disability, and 401(k) plans as
may be in effect from time to time for other similarly situated employees of the Company.
(b) The Employee shall be entitled to four weeks paid vacation for each 12-month period during
the Employment Term and sick leave in accordance with the Company’s prevailing policy for its
executives.
(c) The Company shall reimburse the Employee for all reasonable and proper travel and
out-of-pocket expenses incurred by the Employee in connection with the performance
of his duties, all in accordance with the Company’s written policies as provided to the
Employee from time to time.
(d) Effective as of August 1, 2005, Cardtronics, Inc. shall grant to the Employee an option
(the “Initial Option”) to purchase 50,000 shares of Common Stock of Cardtronics, Inc. pursuant to a
stock incentive plan maintained by Cardtronics, Inc. The Initial Option shall be evidenced by a
Nonstatutory Stock Option Agreement executed contemporaneously herewith, and such agreement and the
plan referenced therein shall govern the terms and conditions of the Initial Option. The purchase
price for each share of Common Stock of Cardtronics, Inc. subject to the Initial Option shall be
equal to $83.84 per share.
4.4 Sign-On Bonus in lieu of Relocation Expenses
(a) To compensate Employee for any and all expenses incurred commuting to and living in
Houston prior to the permanent move as well as any and all expenses incurred in the family’s
permanent move to Houston (“Relocation Expenses”). Within ten (10) days of reporting to work,
Company will pay a $50,000 relocation bonus. In return, Employee will be solely responsible for any
and all Relocation Expenses. In recognition of this benefit, Employee agrees that should at
anytime prior to September 1, 2007, Employee voluntarily terminates employment with Company,
Employee will pay Company a sum equal to $2,083.00 multiplied by the number of partial or whole
months between the date of Employee’s voluntary termination and September 1, 2007.
ARTICLE 5
PROTECTION OF INFORMATION
PROTECTION OF INFORMATION
5.1 Disclosure to and Property of the Company. All information, designs, ideas, concepts,
improvements, product developments, discoveries and inventions, whether patentable or not, that are
conceived, made, developed or acquired by the Employee, individually or in conjunction with others,
during the Employment Term (whether during business hours or otherwise and whether on the Company’s
premises or otherwise) that relate to the Company’s or any of its Affiliates’ business, products or
services (including, without limitation, all such information relating to corporate opportunities,
research, financial and sales data, pricing terms, evaluations, opinions, interpretations,
acquisitions prospects, the identity of customers or their requirements, the identity of key
contacts within the customer’s organizations or within the organization of acquisition prospects,
or marketing and merchandising techniques, prospective names and marks) (collectively,
"Confidential Information”) shall be disclosed to the Company and are and shall be the sole and
exclusive property of the Company or its Affiliates. Moreover, all documents, videotapes, written
presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals,
models, specifications, computer programs, E-mail, voice mail, electronic databases, maps,
drawings, architectural renditions, models and all other writings or materials of any type
embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other
similar forms of expression (collectively, “Work Product”) are and shall be the sole and exclusive
property of the Company or its Affiliates. Upon termination of the Employee’s employment by the
Company, for any reason, the Employee promptly shall deliver such Confidential Information and Work
Product, and all copies thereof, to the Company.
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5.2 Disclosure to the Employee. The Company shall disclose to the Employee, or place the Employee
in a position to have access to or develop, Confidential Information and Work Product of the
Company or its Affiliates; and/or shall entrust the Employee with business opportunities of the
Company or its Affiliates; and/or shall place the Employee in a position to develop business good
will on behalf of the Company or its Affiliates. The Employee agrees to preserve and protect the
confidentiality of all Confidential Information or Work Product of the Company or its Affiliates.
5.3 No Unauthorized Use or Disclosure. The Employee agrees that he will not, at any time during or
after the Employee’s employment by the Company, make any unauthorized disclosure of, and will
prevent the removal from the Company premises of, Confidential Information or Work Product of the
Company or its Affiliates, or make any use thereof, except in the carrying out of the Employee’s
responsibilities hereunder. The Employee shall use commercially reasonable efforts to cause all
persons or entities to whom any Confidential Information shall be disclosed by him hereunder to
observe the terms and conditions set forth herein as though each such person or entity was bound
hereby. The Employee shall have no obligation hereunder to keep confidential any Confidential
Information if and to the extent disclosure thereof is specifically required by law; provided,
however, that in the event disclosure is required by applicable law, the Employee shall provide the
Company with prompt notice of such requirement prior to making any such disclosure, so that the
Company may seek an appropriate protective order. At the request of the Company, the Employee
agrees to deliver to the Company, at any time during the Employment Term, or thereafter, all
Confidential Information that he may possess or control. The Employee agrees that all Confidential
Information of the Company (whether now or hereafter existing) conceived, discovered or made by him
during the Employment Term exclusively belongs to the Company (and not to the Employee), and the
Employee will promptly disclose such Confidential Information to the Company and perform all
actions reasonably requested by the Company to establish and confirm such exclusive ownership.
Affiliates of the Company shall be third party beneficiaries of the Employee’s obligations under
this Section. As a result of the Employee’s employment by the Company, the Employee may also from
time to time have access to, or knowledge of, Confidential Information or Work Product of third
parties, such as customers, suppliers, partners, joint venturers, and the like, of the Company and
its Affiliates. The Employee also agrees to preserve and protect the confidentiality of such third
party Confidential Information and Work Product to the same extent, and on the same basis, as the
Company’s Confidential Information and Work Product.
5.4 Ownership by Company. If, during the Employment Term the Employee creates any work of
authorship fixed in any tangible medium of expression that is the subject matter of copyright (such
as videotapes, written presentations, or acquisitions, computer programs, E-mail, voice mail,
electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the
like) relating to the Company’s business, products, or services, whether such work is created
solely by the Employee or jointly with others (whether during business hours or otherwise and
whether on the Company’s premises or otherwise), the Company shall be deemed the author of such
work if the work is prepared by the Employee in the scope of the Employee’s employment; or, if the
work is not prepared by the Employee within the scope of the Employee’s employment but is specially
ordered by the Company as a contribution to a collective work, as a
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part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a
compilation, or as an instructional text, then the work shall be considered to be work made for
hire and the Company shall be the author of the work. If such work is neither prepared by the
Employee within the scope of the Employee’s employment nor a work specially ordered that is deemed
to be a work made for hire, then the Employee hereby agrees to assign, and by these presents does
assign, to the Company all of the Employee’s worldwide right, title, and interest in and to such
work and all rights of copyright therein.
5.5 Assistance by the Employee. During the Employment Term and thereafter, the Employee, upon
reasonable notice and in exchange for reimbursement of any expenses reasonably incurred, shall
assist the Company and its nominee, at any time, in the protection of the Company’s or its
Affiliates’ worldwide right, title and interest in and to Work Product and the execution of all
formal assignment documents requested by the Company or its nominee and the execution of all lawful
oaths and applications for patents and registration of copyright in the United States and foreign
countries.
5.6 Remedies. The Employee acknowledges that money damages would not be sufficient remedy for any
breach of this Article 5 by the Employee, and the Company or its Affiliates shall be entitled to
enforce the provisions of this Article 5 by terminating payments then owing to the Employee under
this Agreement or otherwise and to specific performance and injunctive relief as remedies for such
breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a
breach of this Article, but shall be in addition to all remedies available at law or in equity,
including the recovery of damages from the Employee and his agents.
ARTICLE 6
STATEMENTS CONCERNING THE COMPANY AND THE EMPLOYEE
STATEMENTS CONCERNING THE COMPANY AND THE EMPLOYEE
6.1 In General. The Employee shall refrain, both during the Employment Term and thereafter, from
publishing any oral or written statements about the Company, any of its Affiliates or any of such
entities’ officers, employees and consultants, agents or representatives that are (a) slanderous,
libelous or defamatory, (b) that disclose Confidential Information about the Company, any of its
Affiliates or any of such entities’ business affairs, officers, employees and consultants, agents
or representatives, (c) that constitute an intrusion into the seclusion or private lives of any
officers, employees and consultants, agents or representatives of the Company or any of its
Affiliates, (d) that give rise to unreasonable publicity about the private lives of any officers,
employees and consultants, agents or representatives of the Company or any of its Affiliates, (e)
that place the Company, any of its Affiliates, or any of such entities’ officers, employees and
consultants, agents or representatives in a false light before the public or (f) that constitute a
misappropriation of the name or likeness of the Company, any of its Affiliates or any of such
entities’ officers, employees and consultants, agents or representatives; provided, however, that
nothing in this Agreement shall apply to or restrict in any way the communication of information by
the Employee to any state or federal law enforcement agency or require notice to the Company
thereof, and the Employee will not be in breach of the covenant contained above solely by reason of
his testimony which is compelled by process of law. The Company and Cardtronics, Inc. shall
refrain, both during the Employment Term and thereafter, from publishing any oral or written
statements regarding the Employee that are (a) slanderous,
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libelous or defamatory, (b) that constitute an intrusion into the seclusion or private lives of the
Employee or any member of his family, (c) that give rise to unreasonable publicity about the
private lives of the Employee or his family, or (d) that place the Employee or his family in a
false light before the public; provided, however, that nothing in this Agreement shall apply to or
restrict in any way the communication of information by the Company or Cardtronics, Inc. to any
state or federal law enforcement agency or require notice to the Employee thereof, and the Company
and Cardtronics, Inc. will not be in breach of the covenant contained above solely by reason of
their testimony which is compelled by process of law. A violation or threatened violation of this
prohibition may be enjoined by the courts. The rights afforded the Company and its Affiliates and
the Employee under this provision are in addition to any and all rights and remedies otherwise
afforded by law.
ARTICLE 7
NON-COMPETITION AFTER TERMINATION
NON-COMPETITION AFTER TERMINATION
7.1 In General. As part of the consideration for the compensation and benefits to be paid to the
Employee hereunder; to protect the trade secrets and Confidential Information of the Company or its
Affiliates that will in the future be disclosed or entrusted to the Employee, the business good
will of the Company or its Affiliates that will in the future be developed in the Employee, or the
business opportunities that will in the future be disclosed or entrusted to the Employee by the
Company or its Affiliates; and as an additional incentive for the Company to enter into this
Agreement, the Company and the Employee agree to the provisions of this Section 7.1. The Employee
agrees that, from the date hereof until 24 months after the end of the Employment Term (the
"Non-Compete Period”), the Employee shall not:
(a) directly or indirectly participate in the ownership, management, operation or control of,
or be connected as an officer, employee, partner, director, contractor or otherwise with, or have
any financial interest in or aid or assist anyone else in the conduct of, the segment or division
of any business in any of the business territories in which the Company is presently or from
time-to-time conducting business that either conducts a business similar to that conducted by the
Company or its Affiliates or provides or sells a service or product that is the same, substantially
similar to or otherwise competitive with the products and services provided or sold by the Company
or its Affiliates (a “Competitive Operation”); provided, however, that this provision shall not
preclude the Employee from owning less than 2% of the equity securities of any publicly held
Competitive Operation so long as the Employee does not serve as an employee, officer, director or
consultant to such business;
(b) directly or indirectly, either as principal, agent, independent contractor, consultant,
director, officer, employee, employer, advisor, stockholder, partner or in any other individual or
representative capacity whatsoever, either for his own benefit or for the benefit of any other
person or entity either (i) hire, contract or solicit, or attempt any of the foregoing, with
respect to hiring any employee of the Company or its Affiliates, or (ii) induce or otherwise
counsel, advise or encourage any employee of the Company or its Affiliates to leave the employment
of the Company or its Affiliates;
(c) directly or indirectly, either as principal, agent, independent contractor, consultant,
director, officer, employee, employer, advisor, stockholder, partner or in any other
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individual or representative capacity whatsoever, either for his own benefit or for the
benefit of any other person or entity call upon, solicit, divert or take away, any customer or
vendor of the Company or its Affiliates with whom the Employee dealt, directly or indirectly,
during his engagement with the Company or its Affiliates, in connection with a Competitive
Operation;
(d) call upon any prospective acquisition candidate on the Employee’s own behalf or on behalf
of any Competitive Operation, which candidate is a Competitive Operation or which candidate was, to
the Employee’s knowledge after due inquiry, either called upon by the Company or for which the
Company or any of its Affiliates made an acquisition analysis, for the purpose of acquiring such
entity; or
(e) directly or indirectly participate in the ownership, management, operation or control of
more than 2% of the ownership interest in the segment or division of any business which is a
customer, vendor, supplier or lessor of goods and services to the Company without the written
consent of the Board which, after the Employment Term, shall not be unreasonably withheld. This
restriction shall include any Family Member of the Employee. Further, the Employee shall, on an
annual basis or from time to time as required by the Company, disclose which entities, if any, in
which they or any Family Member directly or indirectly participate in the ownership, management,
operation or control of, or are connected as an officer, employee, partner, director or otherwise
with, or have any financial interest in or aid or assist anyone else in the conduct of any business
that is a customer, vendor, supplier or lessor of goods, services or real property to the Company.
It is agreed by the parties that the foregoing covenants in this Article 7 impose a reasonable
restraint on the Employee.
The covenants in this Article 7 are severable and separate, and the unenforceability of any
specific covenant shall not affect the provisions of any other covenant. Moreover, in the event
any court of competent jurisdiction shall determine that the scope, time or territorial
restrictions set forth are unreasonable, then it is the intention of the parties that such
restrictions be enforced to the fullest extent that the court deems reasonable, and the Agreement
shall thereby be reformed.
ARTICLE 8
MISCELLANEOUS
MISCELLANEOUS
8.1 Notices. For purposes of this Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been duly given when personally delivered or
when mailed by United States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
| If to the Company to: | Cardtronics, LP 0000 Xxxxx, Xxxxx 000 Xxxxxxx, Xxxxx 00000 Attention: Chief Executive Officer |
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
10
Employment Agreement
Xxxx Xxxxxxx
10
| If to the Employee to: | Xxxx Xxxxxxx 000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxxxx, XX 00000 |
or to such other address as either party may furnish to the other in writing in accordance
herewith, except that notices of changes of address shall be effective only upon receipt.
8.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes
by, the laws of the State of Texas.
8.3 No Waiver. No failure by either party hereto at any time to give notice of any breach by the
other party of, or to require compliance with, any condition or provision of this Agreement shall
be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
8.4 Severability. To the extent permitted by applicable law, the Company and the Employee hereby
agree that any term or provision of this Agreement that renders such term or provision or any other
term or provision hereof invalid or unenforceable in any respect shall be modified to the extent
necessary to avoid rendering such term or provision invalid or unenforceable, and such modification
shall be accomplished in the manner that most nearly preserves the benefit of the Company and the
Employee’s bargain hereunder. If a court of competent jurisdiction determines that any term or
provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of
that term or provision shall not affect the validity or enforceability of any other term or
provision of this Agreement, and all other terms or provisions shall remain in full force and
effect so long as the economic or legal substance of the transactions contemplated hereby is not
affected in a materially adverse manner with respect to either party.
8.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which together will constitute one and the same Agreement.
8.6 Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits
and payments made pursuant to this Agreement all federal, state, city and other taxes as may be
required pursuant to any law or governmental regulation or ruling and all other normal employee
deductions made with respect to the Company’s employees generally.
8.7 Headings. The section headings have been inserted for purposes of convenience and shall not be
used for interpretive purposes.
8.8 Gender and Plurals. Wherever the context so requires, the masculine gender includes the
feminine or neuter, the singular number includes the plural and vice-versa, “or” has the inclusive
meaning identified with the phrase “and/or” and “including” has the inclusive meaning frequently
identified with the phrase “but not limited to.”
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
11
Employment Agreement
Xxxx Xxxxxxx
11
8.9 Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and
any successor of the Company, by merger or otherwise. Except as provided in the preceding sentence
and except that the Company may assign its rights hereunder to an Affiliate, this Agreement and the
rights and obligations of the parties hereunder are personal and neither this Agreement nor any
right, benefit or obligation of either party hereto shall be subject to voluntary or involuntary
assignment, alienation or transfer, whether by operation of law or otherwise, without the prior
written consent of the other party.
8.10 Amendment; Entire Agreement. This Agreement may not be changed orally but only by an
agreement in writing agreed to and signed by both parties. This Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, contains all the covenants,
promises, representations, warranties and agreements between the parties with respect to employment
of the Employee by the Company and supersedes any and all prior agreements, including employment
agreements, bonus plans, benefit plans and other compensation or benefit plans and agreements.
8.11 Arbitration. In the event of any dispute, difference or question arising between the Company
and the Employee in connection with this Agreement or the discussion, negotiation, drafting or
making hereof, or any clause or the construction thereof, or the rights, duties or liabilities of
either party, then and in every such case, unless the parties agree on the appointment of a single
arbitrator, the matter of difference shall be referred to one arbitrator appointed by the American
Arbitration Association, and the arbitration of such dispute shall be administered in accordance
with the employment rules of the American Arbitration Association. The arbitrator shall determine
the place or places in Xxxxxx County, Texas, where meetings are to be held. The arbitrator must
base his or her decision, with respect to the difference before him or her, on the contents of this
Agreement and the relevant facts, and the decision of the arbitrator shall be binding on both
parties. Nothing herein is or shall be deemed to preclude the Company’s resort to the injunctive
relief prescribed in this Agreement, including any injunctive relief implemented by the arbitrators
pursuant to this Section 8.11.
8.12 Employee’s Representation. The Employee hereby warrants and represents to Company that the
Employee has carefully reviewed the Agreement and has consulted with such advisors as the Employee
considers appropriate in connection with this Agreement, and is not subject to any covenants,
agreements or restrictions, including without limitation any covenants, agreements or restrictions
arising out of the Employee’s prior employment that would be breached or violated by the Employee’s
execution of this Agreement or by the Employee’s performance of his duties hereunder.
8.13 Other Matters. Employee agrees and hereby acknowledges that the obligations owed to the
Employee under this Agreement are solely those of the Company, and, where expressly noted,
Cardtronics, Inc. and that none of the Company’s stockholders, directors, officers, other
Affiliates, representatives, agents or lenders will have any obligations or liabilities in respect
of this Agreement and the subject matter hereof.
8.14 Indemnification. The Company agrees to indemnify the Employee to the extent set forth in the
Company’s and Cardtronics, Inc.’s partnership agreement or Certificate of Incorporation and
By-Laws, as applicable, in effect as of the date hereof.
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
12
Employment Agreement
Xxxx Xxxxxxx
12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set
forth above, to be effective as of the Effective Date.
| THE COMPANY: CARDTRONICS, LP |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Xxxx X. Xxxxxxxx | ||||
| President and Chief Executive Officer | ||||
| EMPLOYEE: /s/ Xxxx Xxxxxxx | ||||
| Xxxx Xxxxxxx |
||||
| Solely for purposes of Sections 4.3(d), 6.1 and 8.14: CARDTRONICS, INC. |
||||
| By: | Xxxx X. Xxxxxxxx | |||
| Xxxx X. Xxxxxxxx | ||||
| President and Chief Executive Officer | ||||
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
Signature Page
Employment Agreement
Xxxx Xxxxxxx
Signature Page
EXHIBIT A
DEFINED TERMS
DEFINED TERMS
As used in the Agreement, the following terms shall have the respective meanings set forth
below or set forth in the provision of the Agreement following such term.
"Affiliate” means, with respect to any other person or entity, any other person or entity (a)
that is directly or indirectly controlled by the person or entity in question, (b) that directly or
indirectly controls the person or entity in question or (c) that directly or indirectly is under
common control with the person or entity in question. For purposes of the foregoing definition,
(i) a person or entity controls another entity if it or he directly or indirectly owns, or has the
right to vote, at least 20% of the beneficial interests in the entity or if through other
agreements (e.g., management agreement) has the right to control the policies of such entity; (ii)
indirect control includes control held through one or more tiers of subsidiary or intervening
entities (such as corporations, partnerships, trusts, or limited liability companies) and (iii)
“control” includes the ability, directly or indirectly, to direct the management or policies of
such entity, whether through the ownership of voting rights, pursuant to a contract, or otherwise.
"Base Salary” shall have the meaning ascribed to such term in Section 4.1 of this Agreement.
"Board” means the Board of Directors of Cardtronics, Inc., a Delaware corporation that
indirectly owns all of the partnership interests of the Company. Cardtronics, Inc. is the sole
managing partner of the general partner of the Company. In such capacity, the Board makes certain
decisions on behalf of Cardtronics, Inc., which acts on behalf of the general partner of the
Company.
"Bonus” shall have the meaning ascribed to such term in Section 4.2 of this Agreement.
“CapStreet Investors” has the meaning given such term in that First Amended and Restated
Investors Agreement dated February 10, 2005 among Cardtronics, Inc. and certain of its
stockholders.
"Cause” shall exist if the Employee (a) has engaged in gross negligence or willful misconduct
in the performance of the duties required of him hereunder, (b) has been indicted with respect to a
felony offense, (c) has willfully refused to perform the duties and responsibilities required of
him hereunder, (d) has materially breached any Company policy or code of conduct established by the
Company of which he is aware or should have been aware, (e) has willfully engaged in conduct that
he knows or should know is materially injurious to the Company or any of its Affiliates or (f) has
materially breached any provision of this Agreement.
"Change in Control” means:
(a) prior to the date of an IPO, (i) any transaction or event pursuant to which the
CapStreet Investors and the TA Investors cease to collectively own 50% or more of the
outstanding and issued shares of or (ii) all or substantially all of the assets of
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
Exhibit A — Defined Terms
Employment Agreement
Xxxx Xxxxxxx
Exhibit A — Defined Terms
Cardtronics, Inc. are transferred to an entity that is not owned (in substantially the
same proportions) by the holders of equity securities of Cardtronics, Inc. immediately prior
to such transaction; and
(b) from and after the date of an IPO, (i) a merger of Cardtronics, Inc. with another
entity, a consolidation involving Cardtronics, Inc., or the sale of all or substantially all
of the assets of Cardtronics, Inc. to another entity if, in any such case, (A) the holders
of equity securities of Cardtronics, Inc. immediately prior to such transaction or event do
not beneficially own immediately after such transaction or event equity securities of the
resulting entity entitled to 60% or more of the votes then eligible to be cast in the
election of directors generally (or comparable governing body) of the resulting entity in
substantially the same proportions that they owned the equity securities of Cardtronics,
Inc. immediately prior to such transaction or event or (B) the persons who were members of
the Board immediately prior to such transaction or event shall not constitute at least a
majority of the board of directors of the resulting entity immediately after such
transaction or event, (ii) the dissolution or liquidation of Cardtronics, Inc., (iii) when
any person or entity, including a “group” as contemplated by Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (other than the CapStreet Investors or the TA
Investors) acquires or gains ownership or control (including, without limitation, power to
vote) of more than 50% of the combined voting power of the outstanding securities of, (A) if
Cardtronics, Inc. has not engaged in a merger or consolidation, Cardtronics, Inc. or (B) if
Cardtronics, Inc. has engaged in a merger or consolidation, the resulting entity or (iv) as
a result of or in connection with a contested election of directors, the persons who were
members of the Board immediately before such election shall cease to constitute a majority
of the Board. For purposes of this paragraph (b), (I) “resulting entity” in the context of
a transaction or event that is a merger, consolidation or sale of all or substantially all
assets shall mean the surviving entity (or acquiring entity in the case of an asset sale)
unless the surviving entity (or acquiring entity in the case of an asset sale) is a
subsidiary of another entity and the holders of common stock of Cardtronics, Inc. receive
capital stock of such other entity in such transaction or event, in which event the
resulting entity shall be such other entity and (II) subsequent to the consummation of a
merger or consolidation that does not constitute a Change in Control, the term “Cardtronics,
Inc.” shall refer to the resulting entity and the term “Board” shall refer to the board of
directors (or comparable governing body) of the resulting entity.
Notwithstanding the foregoing, in no event shall an IPO constitute a Change in Control.
"Company” shall have the meaning ascribed to such term in the preamble of this Agreement.
"Compensation Committee” means a committee formed by the Board for the purpose of determining
compensation levels (including base salary, bonus and stock options) of key management and officers
of the Company; provided, however, that in the event the Board does not appoint such a committee,
the Board shall be considered the Compensation Committee for purposes of this Agreement.
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
Exhibit A — Defined Terms
Page 2
Employment Agreement
Xxxx Xxxxxxx
Exhibit A — Defined Terms
Page 2
"Competitive Operation” shall have the meaning ascribed to such term in Section 7.1(a) of this
Agreement.
"Confidential Information” shall have the meaning ascribed to such term in Section 5.1 of this
Agreement.
"Employee” shall have the meaning ascribed to such term in the preamble of this Agreement.
"Employment Term” shall have the meaning ascribed to such term in Section 3.1 of the
Agreement.
"Family Member” means any relative or spouse of such person or any relative of such spouse,
any one of whom has the same home as such person.
"Good Reason Event” means any of the following events:
(a) a Change in Control occurs;
(b) without the Employee’s prior consent, the assignment to the Employee by the Company
of duties inconsistent with the Employee’s position as Executive Vice President -
International or any significant reduction or significant change in either position or job
function, except in connection with the termination of employment for Cause or in connection
with the termination of employment by reason of the Employee becoming Totally Disabled; or
(c) a material breach of Article 4 of the Agreement by the Company or an Affiliate.
"IPO” means the initial sale of any class of common stock of Cardtronics, Inc. pursuant to an
effective registration statement under the Securities Act (other than a registration statement on
Form X-0, Xxxx X-0 or any successor forms).
"Non-Compete Period” shall have the meaning ascribed to such term in Section 7.1 of this
Agreement.
“TA Investors” has the meaning given such term in that First Amended and Restated Investors
Agreement dated February 10, 2005 among Cardtronics, Inc. and certain of its stockholders.
"Totally Disabled” shall mean failure by the Employee, by reason of illness, incapacity or
other disability, to perform his duties or fulfill his obligations under this Agreement in the view
of the Company and as certified in writing by a competent medical physician chosen by the Company,
for a cumulative total of 180 days in any 12-month period.
"Work Product” shall have the meaning ascribed to such term in Section 5.1 of this Agreement.
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
Exhibit A — Defined Terms
Page 3
Employment Agreement
Xxxx Xxxxxxx
Exhibit A — Defined Terms
Page 3
EXHIBIT B
RELEASE AGREEMENT
RELEASE AGREEMENT
This Release Agreement (this “Agreement”) constitutes the release referred to in that certain
Employment Agreement (the “Employment Agreement”) dated as of July ___, 2005, by and among Xxxx
Xxxxxxx (“Employee”), Cardtronics, LP (the “Company”) and Cardtronics, Inc. (“Parent”).
For good and valuable consideration, including the Company’s provision of certain payments and
benefits to Employee in accordance with Section 3.3(b) of the Employment Agreement and an increase
in the vested percentage of the Initial Option (as such term is defined in the Employment
Agreement), Employee hereby releases, discharges and forever acquits the Company, Parent, their
respective Affiliates (as such term is defined in the Employment Agreement) and the past, present
and future stockholders, members, partners, directors, managers, employees, agents, attorneys,
heirs, legal representatives, successors and assigns of the foregoing, in their personal and
representative capacities (collectively, the “Company Parties"), from liability for, and hereby
waives, any and all claims, damages, or causes of action of any kind related to Employee’s
employment with any Company Party, the termination of such employment, and any other acts or
omissions related to any matter on or prior to the date of this Agreement including without
limitation any alleged violation through the date of this Agreement of: (i) the Age Discrimination
in Employment Act of 1967, as amended; (ii) Title VII of the Civil Rights Act of 1964, as amended;
(iii) the Civil Rights Act of 1991; (iv) Section 1981 through 1988 of Title 42 of the United States
Code, as amended; (v) the Employee Retirement Income Security Act of 1974, as amended; (vi) the
Immigration Reform Control Act, as amended; (vii) the Americans with Disabilities Act of 1990, as
amended; (viii) the National Labor Relations Act, as amended; (ix) the Fair Labor Standards Act, as
amended; (x) the Occupational Safety and Health Act, as amended; (xi) the Family and Medical Leave
Act of 1993; (xii) any state anti-discrimination law; (xiii) any state wage and hour law; (xiv) any
other local, state or federal law, regulation or ordinance; (xv) any public policy, contract, tort,
or common law claim; (xvi) any allegation for costs, fees, or other expenses including attorneys’
fees incurred in these matters; (xvii) any and all rights, benefits or claims Employee may have
under any employment contract, incentive compensation plan or stock option plan with any Company
Party or to any ownership interest in any Company Party except as expressly provided in the
Employment Agreement, the Investors Agreement of Cardtronics, Inc. and any stock option or other
equity compensation agreement between Employee and Parent and (xviii) any claim for compensation or
benefits of any kind not expressly set forth in the Employment Agreement or any such stock option
or other equity compensation agreement (collectively, the “Released Claims"). In no event shall
the Released Claims include any claim which arises after the date of this Agreement or any claim to
vested benefits under an employee benefit plan . This Agreement is not intended to indicate that
any such claims exist or that, if they do exist, they are meritorious. Rather, Employee is simply
agreeing that, in exchange for the consideration recited in the first sentence of this paragraph,
any and all potential claims of this nature that Employee may have against the Company Parties,
regardless of whether they actually exist, are expressly settled, compromised and waived. By
signing this Agreement, Employee is bound by it. Anyone who succeeds to Employee’s rights and
responsibilities, such as heirs or the executor of
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
Exhibit B — Release Agreement
Employment Agreement
Xxxx Xxxxxxx
Exhibit B — Release Agreement
Employee’s estate, is also bound by this Agreement. This release also applies to any claims
brought by any person or agency or class action under which Employee may have a right or benefit.
THIS RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR PARTIAL NEGLIGENCE (WHETHER GROSS OR
SIMPLE) OR OTHER FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY PARTIES.
Employee agrees not to bring or join any lawsuit against any of the Company Parties in any
court relating to any of the Released Claims. Employee represents that Employee has not brought or
joined any lawsuit or filed any charge or claim against any of the Company Parties in any court or
before any government agency and has made no assignment of any rights Employee has asserted or may
have against any of the Company Parties to any person or entity, in each case, with respect to any
Released Claims.
By executing and delivering this Agreement, Employee acknowledges that:
(a) Employee has carefully read this Agreement;
(b) Employee has had at least 21 days to consider this Agreement before the execution
and delivery hereof to the Company;
(c) Employee has been and hereby is advised in writing that Employee may, at Employee’s
option, discuss this Agreement with an attorney of Employee’s choice and that Employee has
had adequate opportunity to do so; and
(d) Employee fully understands the final and binding effect of this Agreement; the only
promises made to Employee to sign this Agreement are those stated in the Employment
Agreement and herein; and Employee is signing this Agreement voluntarily and of Employee’s
own free will, and that Employee understands and agrees to each of the terms of this
Agreement.
This Agreement will not be effective unless Employee executes this Agreement before a notary
public on a day after ___and before ___and delivers an original
counterpart of the executed and notarized Agreement to the Company on or prior to
___.
Notwithstanding the initial effectiveness of this Agreement, Employee may revoke the delivery
(and therefore the effectiveness) of this Agreement within the seven day period beginning on the
date Employee delivers this Agreement to the Company (such seven day period being referred to
herein as the “Release Revocation Period"). To be effective, such revocation must be in writing
signed by Employee and must be delivered to the Chief Executive Officer of the Company before 11:59
p.m., Houston, Texas time, on the last day of the Release Revocation Period. If an effective
revocation is delivered in the foregoing manner and timeframe, this Agreement shall be of no force
or effect and shall be null and void ab initio. No consideration shall be paid [nor
increase in the vested percentage of the Initial Option shall occur] if this Agreement is revoked
by Employee in the foregoing manner.
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
Exhibit B — Release Agreement
Page 2
Employment Agreement
Xxxx Xxxxxxx
Exhibit B — Release Agreement
Page 2
Executed on this ___day of ___, ___.
| Xxxx Xxxxxxx |
||||
STATE OF
|
§ | |||
| § | ||||
COUNTY OF
|
§ |
BEFORE ME, the undersigned authority personally appeared Xxxx Xxxxxxx, by me known or who
produced valid identification as described below, who executed the foregoing instrument and
acknowledged before me that he subscribed to such instrument on this ___day of ___,
___.
NOTARY PUBLIC in and for the
State of _____________
My Commission Expires: ___________
Identification produced:
State of _____________
My Commission Expires: ___________
Identification produced:
Cardtronics, LP
Employment Agreement
Xxxx Xxxxxxx
Exhibit B — Release Agreement
Page 3
Employment Agreement
Xxxx Xxxxxxx
Exhibit B — Release Agreement
Page 3
