RESTRICTED STOCK AGREEMENT

Exhibit 10.7

RESTRICTED STOCK AGREEMENT

      THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of the 20th day of June, 2008 (the “Date of Grant”), between Cardtronics, Inc. , a Delaware corporation (the “Company”), and Rick Updyke (the “Employee”).

     1.  Award . Pursuant to the Cardtronics, Inc. 2007 Stock Incentive Plan (the “Plan”), as of the Date of Grant, 80,000 shares (the “Restricted Shares”) of the Company’s common stock, par value $0.0001 per share, shall be issued as hereinafter provided in the Employee’s name subject to certain restrictions thereon. The Restricted Shares shall be issued upon acceptance hereof by the Employee and upon satisfaction of the conditions of this Agreement. The Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Restricted Shares shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof.

     2.  Definitions . Capitalized terms used in this Agreement that are not defined below or in the body of this Agreement shall have the meanings given to them in the Plan. In addition to the terms defined in the body of this Agreement, the following capitalized words and terms shall have the meanings indicated below:

     (a) “Disability” shall mean the Employee’s disability entitling the Employee to benefits under the long-term disability plan maintained by the Company or an Affiliate; provided, however, that if the Employee is not eligible to participate in such plan, then the Employee shall be considered to have incurred a “Disability” if and when the Committee determines in its discretion that the Employee is permanently and totally unable to perform his or her duties for the Company or any Affiliate as a result of any medically determinable physical or mental impairment as supported by a written medical opinion to the foregoing effect by a physician selected by the Committee.

     (b) “Earned Shares” means the Restricted Shares after the lapse of the Forfeiture Restrictions without forfeiture.

     (c) “Forfeiture Restrictions” shall have the meaning specified in Section 3(a) hereof.

     (d) “Involuntary Termination” shall mean any termination of the Employee’s employment with the Company that does not result from a resignation by the Employee; provided, however, the term “Involuntary Termination” shall not include a Termination for Cause or any termination as a result of death or Disability.

     (e) “Termination for Cause” shall mean the termination of the Employee’s employment with the Company by the Company for “cause” as such term (or any similar term) is defined in the Employee’s employment agreement with the Company or any Affiliate; provided, however, that if the Employee does not have such an employment agreement or the Employee’s employment agreement does not define the term “cause” (or any similar term), then “Termination for Cause” shall mean the termination of the Employee’s employment with the Company based on a determination by the Committee (or its delegate) that the Employee (i) has engaged in gross negligence, gross incompetence or willful misconduct in the performance of the

Employee’s duties with respect to the Company or any Affiliate, (ii) has refused without proper legal reason to perform the Employee’s duties and responsibilities to the Company or any Affiliate, (iii) has materially breached any material provision of a written agreement or corporate policy or code of conduct established by the Company or any Affiliate, (iv) has willfully engaged in conduct that is materially injurious to the Company or any Affiliate, (v) has disclosed without specific authorization from the Company confidential information of the Company or any Affiliate that is materially injurious to any such entity, (vi) has committed an act of theft, fraud, embezzlement, misappropriation or willful breach of a fiduciary duty to the Company or any Affiliate, or (vii) has been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony (or a crime of similar import in a foreign jurisdiction).

     3.  Restricted Shares . The Employee hereby accepts the Restricted Shares when issued and agrees with respect thereto as follows:

     (a)  Forfeiture Restrictions . The Restricted Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered or disposed of, and in the event of termination of the Employee’s employment with the Company for any reason, the Employee shall, for no consideration, forfeit to the Company all Restricted Shares. The prohibition against transfer and the obligation to forfeit and surrender Restricted Shares to the Company upon termination of employment as provided in the preceding sentence are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Shares.

     (b)  Lapse of Forfeiture Restrictions . Provided that the Employee has been continuously employed by the Company from the Date of Grant through the lapse date set forth in the following schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the Restricted Shares determined in accordance with the following schedule:

		Percentage of Total Number
		of Restricted Shares as to Which
Lapse Date		Forfeiture Restrictions Lapse
First Anniversary of the Date of Grant		25%
Second Anniversary of the Date of Grant		25%
Third anniversary of the Date of Grant		25%
Fourth anniversary of the Date of Grant		25%

Notwithstanding the above schedule, in the event the Employee dies or becomes Disabled during the term of his employment, the percentage of the total number of shares as to which the Forfeiture Restrictions shall lapse shall automatically increase by 25% of the shares awarded.

“ Disabled ” shall mean Employee being unable to perform Employee’s duties or fulfill Employee’s obligations to the Company 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 six months as determined by the Company and certified in writing by a competent medical physician selected by the Company.

     (c)  Certificates . A certificate evidencing the Restricted Shares shall be issued by the Company in the Employee’s name, pursuant to which the Employee shall have all of the rights of a stockholder of the Company with respect to the Restricted Shares, including, without limitation, voting rights and the right to receive dividends (provided, however, that dividends paid in shares of the Company’s stock shall be subject to the Forfeiture Restrictions and further provided that dividends that are paid other than in shares of the Company’s stock shall be paid no later than the end of the calendar year in which the dividen