I.

Performance Qualifiers

A.

Cardtronics must be compliant with all material public company regulations and reporting requirements for its fiscal year.

B.

The participant must achieve the minimum performance standards established by his superior and/or the Board and must have completed required corporate and compliance training as assigned. 

II.

Participants & Groupings

A.

Global Only.   These metrics represent the consolidated fiscal year results as per the Company’s public reporting.

i.

Metrics for this Group are Global Adjusted Pre-Tax Earnings defined as Adjusted EBITA (50% weight) and Global Adjusted Total Revenues (50% weight). 

B.

Global/Division. These metrics represent performance of Global results and designated Division results.

i.

Division Management: Metrics for this Group will be equally weighted between Global (50% weight) and Designated Division Business Results (50% weight).

C.

For other Executives metrics will be weighted 70% Global Results and 30% Individual Goals/Objectives. 

III.

Performance Metrics

A.

Global Metrics:

i.

Global Total Revenues: Defined as “Total Revenues” per GAAP as reported in the Company’s 10-K for the calendar year as adjusted per Section VII. of this Plan.

ii.

Global Pre-Tax Earnings:  Defined as Adjusted EBITDA less depreciation expenses as adjusted for non-controlling interests, both of which are reported in the Company’s 10-K for the calendar year as adjusted per Section VII. of this Plan.  This measure shall be referred to as “Adjusted EBITA”. 

B.

Division Metrics:

i.

Division Adjusted Total Revenues: Defined as “Total Revenues” per GAAP as reported in the divisional financial statements for the calendar year, calculated in the same fashion as in the consolidated financial statements in the Company’s 10-K as adjusted by Section VII. of this Plan. 

ii.

Division Pre-Tax Earnings: Defined as Adjusted EBITA and calculated in the same manner and with the same adjustments as used in Global (consolidated) Pre-Tax Earnings metric, less Division depreciation expense.

C.

Individual Goals - Measurable performance based objectives contributing to overall business performance.

IV.

Performance Achievement Levels 

A.

Global Metrics:

i.

Each Metric is expressed in terms of “Threshold”, “Target”, and “Maximum” performance levels.  Performance level results shall be as follows:

a.

performance below the Threshold level will result in no incentive earned for that metric;

b.

performance at Threshold will result in 50% of the designated incentive to be earned for that metric;

c.

performance at Target will result in 100% of incentive to be earned for that metric; and  

d.

performance at Maximum achievement will result 200% of incentive to be earned for that Metric.

B.

Division Metrics:

i.

Each Division Metric, , is expressed in terms of “Threshold”, “Target Range”, “Overachieve Target” and “Maximum” performance achievement levels.  Award triggers for the various Performance Levels  shall be as follows:

a.

performance below the Threshold level will result in no incentive earned for that Metric;

b.

performance at Threshold will result in 50% of the designated incentive to be earned for that Metric;

c.

performance within the Target Range will result in 100% of incentive to be earned for that Metric;

d.

performance at Overachieve Target will result in 120% of incentive to be earned for the Division Total Revenues Metric, and 115% of incentive to be earned for the Division Adjusted EBITA Metric; and  

e.

performance at Maximum will result in 200% of incentive to be earned for that Metric.

ii.

If the Global metric has not been achieved at the Target level, then the payout for the corresponding Division metric will be interpolated between Threshold, Upper Target Range and Maximum only, without the benefit of the Lower Target Range or Overachievement Target. 

C.

Results will be interpolated between performance levels. 

D.

Exhibit A attached hereto sets forth each of the above. 

V.

Recoupment of Incentive Compensation Policy a/k/a Clawback policy 

VI.

Discretion and Administrative Authority 

VII.

Performance Level Achievement Calculation

A.

Currency Exchange Rate Adjustments—Currency Exchange Rate Adjustments will be applied to actual results having the effect of neutralizing changes (i.e., no positive or negative impact) in exchange rates when results are determined as compared to exchange rates in effect when Targets (budgets) were established.  Adjustment will be applied to both Total Revenues and Adjusted EBITA metrics.

B.

Acquisition and Strategic Investment Performance Adjustments—Actual results relative to any acquisitions involving annual revenues in excess of 1% of prior year consolidated revenues, or Strategic Investments involving capital expenditures in excess of 10% of the current year capital budget, or other Strategic acquisitions or Investments as approved by the Board, will be adjusted by subtracting the Board approved business case for each acquisition/investment under procedures approved by the Compensation Committee, thus rewarding management for better than business case performance and holding management accountable for less than business case performance in calculating incentives earned.  Adjustment will be applied as required to both Total Revenues and Adjusted EBITA metrics. Transaction costs for such acquisitions will be considered as an add-back to profitability. 

C.

Divestiture Adjustments-Actual Company results relative to any divestiture approved by the Board will be adjusted by adding back the Board approved business case for each divestiture under procedures approved by the Committee, thus not penalizing management for completing divestitures that are in the best interest of the Company.  Adjustments will be applied to Total Revenues and Adjusted EBITA at both the Division and Global levels as is applicable.  If the divestiture was already considered in establishing Targets, no adjustment will be made (i.e. no adjustment will be made twice).  Transaction costs for such divestitures will be considered an add-back to profitability.  The Committee reserves the right to review and approve any gain/loss made on the sale and its impact to Company results.

D.

Unbudgeted acquisition-related costs, inclusive of costs incurred to review and/or complete an acquisition such as legal, advisory, accounting, tax, other professional costs, and other expenses associated with recently completed/considered acquisitions will be considered add-backs to profitability consistent with the Company’s public reporting of such costs in its periodic earnings reports and filings with the SEC. 

E.

Employee termination related costs will only be considered an add-back to profitability in the case of the termination of a current Named Executive Officer or employee designated as such in the past three years or due to a broader reduction-in-force plan involving the termination of multiple employees with prior Committee approval. The add-back will only include amounts in excess of the annual budget for the current year for the specific position/employee. 

F.

To the extent there is a change in accounting presentation during the year, the effect of which changes the measurement of achievement of results under this Plan, either positively or negatively, the Committee shall neutralize the impact of such changes.

G.

Other adjustments that the Committee deems appropriate.  Any specific adjustment to Company performance for the purpose of determining earned incentives under the AECIP must be approved by the Committee. 

VIII.

 Taxation

IX.

Limitation of Employee’s Rights

X.

Release

XI.

Effective Date