Cardtronics, Inc.
2009 Annual Executive Cash Incentive Plan
Members of the
Cardtronics, Inc. (Cardtronics or the Company) leadership team are
eligible to participate in the Annual Executive Cash Incentive Plan
(AECIP). The 2009 AECIP has been designed to include certain
performance thresholds and metrics focused on Company performance,
subject to a Management by Objective (MBO) modifier, to ensure
the Company is measuring and rewarding its executive leadership
team on critical business drivers that they influence.
Three
components factor into the calculation of a participant’s
earned AECIP award:
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A.
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Performance Thresholds: Minimum
levels of Company financial performance that must be attained in
order for AECIP payouts to occur.
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B.
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Performance Metrics: Particular
levels of Company financial achievement that the AECIP is designed
to reward.
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C.
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Individual MBO Modifier: Adjustments
to an individual’s bonus payout will be based on attainment
of that individual’s MBOs.
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II.
Performance Thresholds
For any AECIP
to be payable, all three of the following performance thresholds
must be met:
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A.
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Cardtronics must achieve the
threshold level of its fiscal year corporate Adjusted Earnings
before Interest, Income Taxes, Depreciation and Amortization
(Adjusted EBITDA).
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B.
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Cardtronics must be compliant with
all material public company regulations and reporting requirements
for its fiscal year.
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C.
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The
executive must achieve the minimum performance standards
established by his superior and/or the Board.
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III.
Participants & Groupings
The Cardtronics
2009 AECIP participants have been placed into one of two groups,
which reflect their ability to control the results of the metrics
assigned to each group. The two participant groups are:
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A.
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Worldwide. These metrics represent
the consolidated fiscal year results as per the Company’s
public reporting.
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B.
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UK
Only. These metrics represent the UK results denominated in UK
pound sterling.
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Schedules A
& B list each of the 2009 AECIP participants, their respective
group assignment, and the related Target Bonus Payout.
Cardtronics
2009 AECIP
Plan Summary
Page 2 of 7
Version: August 11, 2009
The AECIP
rewards the achievement of performance on key metrics that are
critical to Cardtronics’ continued success. For the Worldwide
participants, the 2009 AECIP metrics are:
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A.
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Adjusted EBITDA.
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B.
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Return on Invested
Capital.
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For the UK
participants, a single metric of Adjusted EBITDA will be
used.
V. Performance
Metrics — Definitions
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A.
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Adjusted Earnings Before Interest,
Income Taxes, Depreciation and Amortization (Adjusted
EBITDA)
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1.
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Worldwide Adjusted EBITDA: Adjusted
EBITDA as reported to the public in Cardtronics’ press
releases, modified by any adjustments that the Compensation
Committee believes are appropriate.
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2.
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UK
Adjusted EBITDA: The contribution of UK entities to the Worldwide
Adjusted EBITDA figure, per Cardtronics’ internal financial
statements, as modified by any adjustments that the Compensation
Committee believes are appropriate.
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B.
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Return on Invested Capital
(ROIC)
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1.
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ROIC = Net Operating Profit After
Tax (NOPAT) divided by Capital Invested (CI).
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2.
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NOPAT = (Adjusted EBITDA less
depreciation for the relevant plan year, less adjustments for
non-wholly-owned subsidiaries), less taxes at a 35% tax
rate.
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3.
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CI
= For the trailing five quarter-ends (12/08, 3/09, 6/09, 9/09,
12/09), the average of (Total Assets minus Goodwill and Intangible
Assets, minus accounts payable, accrued liabilities, assets related
to interest rate hedging, and asset retirement obligations), as
reported in the Company’s quarterly reports on Form 10-Q and
annual reports on Form 10-K (or in the case of subsidiaries, in the
Company’s internal records).
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Group
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Metric
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Weighting
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Threshold
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Target
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Maximum
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Adjusted EBITDA
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50
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%
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$
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72,000
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$
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80,000
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*
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$
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96,000
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ROIC
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50
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%
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19.2
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%
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23.5
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%
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32.0
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%
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Adjusted EBITDA
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100
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%
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£
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7,538
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£
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8,376
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£
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10,051
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