Exhibit 10.8
SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT (“
Amendment ”) is entered into by and between
Cardtronics, LP, a Delaware limited partnership (the “
Company ”), Cardtronics, Inc., a Delaware
corporation (the “ Parent Company ”), and Jack
M. Antonini (the “ Employee ”) effective
as of January 1, 2005.
WHEREAS ,
the Company and the Employee have heretofore entered into that
certain Employment Agreement dated as of January 20, 2003 (the
“ Employment Agreement ”); and
WHEREAS ,
the Company and the Employee executed that First Amendment to
Employment Agreement dated as of February 4, 2004 (the
“First Amendment”) desire to amend further the
Employment Agreement in certain respects;
NOW,
THEREFORE , in consideration of the premises set forth above
and the mutual agreements set forth herein, the Company and the
Employee hereby agree, effective as of the date first set forth
above, that the Employment Agreement shall be and is hereby amended
as hereafter provided:
1. Subparagraph
(a) of the definition of the term “Change of
Control” in Exhibit A to the Employment Agreement shall
be deleted and the following shall be substituted
therefore:
(a) prior
to the date of an IPO, (i) any transaction or event pursuant
to which the CapStreet Investors (formerly the Summit Investors)
and TA Associates, Inc. or their respective affiliates cease
collectively to own fifty percent (50%) or the Company’s
common stock equivalents; and”
2. Section 2.1
of the Employment Agreement shall be deleted and the following
shall be substituted therefor:
“ 3.1
Employment Term . The term of the Employee’s
employment with the Company shall commence on the Effective Date
and end on January 31, 2008 (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. Section 3.3(b)
of the Employment Agreement shall be deleted and the following
shall be substituted therefore:
“(b)
Intentionally omitted.”
4. Section 3.3(c)
of the Employment Agreement shall be deleted and the following
shall be substituted therefore:
“(c) If
the Employee’s employment shall terminate pursuant to Section
3.2(b)(iii) or Section 3.2(c), then the Employee shall be
entitled to receive severance pay equal to the Base Salary for the
lesser of (A) twelve months or (B) the number of months
remaining in the Stated Term and all other compensation, bonuses,
benefits and other rights then accrued or vested.”
5. The first
sentence of Section 4.1 of the Employment Agreement shall be
deleted and the following shall be substituted therefor:
“From and
after January 1, 2005, the Company shall pay the Employee an
annual gross base salary of $330,750.00 (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.”
