Exhibit 10.8
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 Ron Delnevo (the
“Employee”).
1. Award .
Pursuant to the Cardtronics, Inc. 2007 Stock Incentive Plan (the
“Plan”), as of the Date of Grant, 176,000 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 and except to
the extent described in the second sentence of Section 3(b),
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 foregoing, if the Employee’s employment
with the Company is terminated by reason of death, Disability or
Involuntary Termination prior to the fourth anniversary of the Date
of Grant, then, upon the date of such termination of employment,
the Forfeiture Restrictions shall lapse with respect to an
additional 25% of the total number of Restricted Shares. Any shares
with respect to which the Forfeiture Restrictions do not lapse in
accordance with the preceding provisions of this Section 3(b) shall
be forfeited to the Company for no consideration as of the date of
the termination of the Employee’s employment with the
Company.
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(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 divid
