8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2010 (May 11, 2010)

Cardtronics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-33864	76-0681190
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3250 Briarpark, Suite 400, Houston, Texas	77042
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (832) 308-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On May 11, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of Cardtronics, Inc. (the “Company”) approved the Company’s 2010 Annual Executive Cash Incentive Plan (the “Plan”). The purpose of the Plan is to incentivize and reward covered employees, including all of the Company’s executive officers, for achieving and/or exceeding certain Company earnings and other pre-established performance objectives.

Under the Plan, incentive cash awards to be paid to covered executives located in the United States (the “Worldwide” group) will be based on the Company’s performance with respect to a consolidated Adjusted EBITDA target, as defined within the Plan, as well as the achievement of a consolidated return on invested capital (“ROIC”) target and a consolidated revenue target. Incentive cash awards to be paid to executives located in the United Kingdom (the “UK Only” group) will be based on that particular segment’s performance with respect to Adjusted EBITDA, ROIC, and revenue targets, as defined in the Plan. Additionally, any incentive cash award to be paid under the Plan will require the achievement of specific pre-established objectives (“MBOs”) for each covered executive and may be modified by the level of achievement.

The following table outlines the 2010 performance targets for each group discussed above, and the relative weighting of each targeted performance metric, as applicable (in thousands, except percentages):

Group	Metric	Weighting			Threshold			Target			Maximum
Worldwide	Adjusted EBITDA		40	%	$	110,000		$	120,000	*	$	140,000
	ROIC		40	%		17.1	%		20.2	%		26.4	%
	Total Revenues		20	%	$	527,534		$	538,300		$	559,832
UK Only	Adjusted EBITDA		45	%	£	11,903		£	12,980		£	15,147
	ROIC		45	%		16.6	%		20.9	%		29.4	%
	Total UK Revenues		10	%	£	60,459		£	61,693		£	64,161

* This target was set by the Company’s Board of Directors on December 12, 2009.

The Plan is designed to pay cash awards relative to the Company’s actual performance using the schedule shown below and is structured to reward the attainment of performance targets and to provide for substantially increased rewards when these performance targets are exceeded. Payouts will not be made unless the Company exceeds certain critical threshold levels.

	Incentive Payout for Performance
Performance Level	(% of Target)
Maximum		200	%
Target		100	%
Threshold		50	%
Below Threshold	No Payout

Regardless of the Company’s financial performance, the cash awards will be adjusted for the performance of each covered executive based on the attainment of his or her previously established MBOs. The MBO adjustment scale, as outlined in the Plan, is as follows:

MBO Rating	Performance	Percentage of Award Paid
10	All MBOs exceeded		120	%
9	All MBOs attained; other exceptional achievements		110	%
8	All MBOs attained		100	%
7	Substantially all MBOs attained		90	%
6	Most but not all MBOs attained		80	%
5	MBOs partially attained		60	%
4	Most MBOs missed		30	%
3	Substantially all MBOs not attained		10	%
1-2	All MBOs missed		0	%

For the Company’s Named Executive Officers (as such term is defined by the Securities and Exchange Commission), the 2010 targeted percentages are as follow:

	2010 Incentive
	Payout Target as a
	Percentage of Base
Named Executive Officer	Salary
Steven A. Rathgaber — Chief Executive Officer		50	%
J. Chris Brewster — Chief Financial Officer		50	%
Michael H. Clinard — President of Global Services		50	%
Rick Updyke — President of Global Development		50	%
Carleton K. “Tres” Thompson, III — Chief Accounting Officer		40	%

Although the parameters and metrics of the Plan are straight-forward and objective, nothing construed in the Plan constitutes a promise or other binding agreement by the Company to pay any award under the Plan to any member of the executive leadership team. Further, although the size of any such award shall be calculated in accordance with the Plan, the decision to pay any cash award under the Plan to any member of the executive leadership team remains within the discretion of the Committee and the Board of Directors.

The foregoing description of the Plan is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

10.1 Cardtronics, Inc. 2010 Annual Executive Cash Incentive Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Cardtronics, Inc.
Date: May 17, 2010	By:	/s/ Tres Thompson
		Name:	Tres Thompson
		Title:	Chief Accounting Officer

EX-10.1

Exhibit 10.1

Cardtronics, Inc.
2010 Annual Executive Cash Incentive Plan

Members of the Cardtronics, Inc. (Cardtronics or the Company) leadership team that are designated by the Company as participants are eligible to participate in the Annual Executive Cash Incentive Plan (AECIP). The 2010 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.

I. Plan Mechanics

Three components factor into the calculation of a participant’s earned AECIP award:

A.	Performance Thresholds: Minimum levels of Company financial performance that must be attained in order for AECIP payouts to occur.
B.	Performance Metrics: Particular levels of Company financial achievement that the AECIP is designed to reward.
C.	Individual MBO Modifier: Adjustments to an individual’s bonus payout will be based on attainment of that individual’s MBOs.

II. Performance Thresholds

For any AECIP to be payable, all three of the following performance thresholds must be met:

A.	Cardtronics must achieve the threshold level of its fiscal year corporate Adjusted Earnings before Interest, Income Taxes, Depreciation and Amortization (Adjusted EBITDA).
B.	Cardtronics must be compliant with all material public company regulations and reporting requirements for its fiscal year.
C.	The executive must achieve the minimum performance standards established by his superior and/or the Board.

III. Participants & Groupings

A member of the Company’s leadership team shall become an eligible participant in the 2010 AECIP immediately upon being designated by the Company to participate in the 2010 AECIP. A participant in the 2010 AECIP shall continue to be a participant so long as he remains in the employ of the Company or a subsidiary of the Company continuously from the time he or she is designated as a participant in the 2010 AECIP until payment is made, if any, pursuant to the 2010 AECIP. Following December 31, 2010, however, the participant’s eligibility for benefits pursuant to the 2010 AECIP will be extinguished. Eligibility for, or participation in, the 2010 AECIP shall in no way guarantee an individual’s eligibility for, or participation in, any subsequent year AECIP, if any.

Cardtronics 2010 AECIP
Page 2 of 9
May 11, 2010

The Cardtronics 2010 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:

A.	Worldwide. These metrics represent the consolidated fiscal year results as per the Company’s public reporting.
B.	UK Only. These metrics represent the UK results denominated in UK pounds sterling.

Schedules A & B list each of the 2010 AECIP participants, their respective group assignment, and the related Target Bonus Payout.

IV. Performance Metrics

The AECIP rewards the achievement of performance on key metrics that are critical to Cardtronics’ continued success. For the Worldwide participants, the 2010 AECIP metrics are:

A.	Adjusted EBITDA
B.	Return on Invested Capital
C.	Total Revenues

For the UK participants, the 2010 AECIP metrics are:

D.	Adjusted UK EBITDA in Pounds Sterling
E.	UK Return on Invested Capital
F.	Total UK Revenues in Pounds Sterling

V. Performance Metrics — Definitions

A. Adjusted Earnings Before Interest, Income Taxes, Depreciation and Amortization (Adjusted EBITDA)

1.	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.
2.	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.

B. Return on Invested Capital (ROIC) —worldwide plan

1.	ROIC = Net Operating Profit after Tax (NOPAT) divided by Capital Invested (CI).
2.	NOPAT = (Adjusted EBITDA less depreciation for the relevant plan year, less adjustments for non-wholly-owned subsidiaries, less amortization of intangible asset expense, less taxes at a 35% tax rate.)
3.	CI = For the trailing five quarter-ends (12/09, 3/10, 6/10, 9/10, 12/10), the average of (Total assets minus goodwill, minus accounts payable, accrued liabilities, assets related to interest rate hedging (if applicable), and asset

Page 2 of 9

Cardtronics 2010 AECIP
Page 3 of 9
May 11, 2010

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).

C. Return on Invested Capital (ROIC) —UK plan

1.	ROIC = Net Operating Profit After Tax (NOPAT) divided by Capital Invested (CI).
2.	NOPAT = (Adjusted EBITDA less depreciation for the relevant plan year, less adjustments for non-wholly-owned subsidiaries, less taxes at a 28% tax rate).
3.	CI = For the trailing five quarter-ends (12/09, 3/10, 6/10, 9/10, 12/10), the average of (Total assets minus goodwill and intangible assets, minus accounts payable, accrued liabilities, assets related to interest rate hedging (if applicable), 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).

Note — the principal differences between the UK ROIC calculation and the Worldwide ROIC calculation are the following:

• Intangible asset amortization expense is not deducted from NOPAT (numerator) in the UK calculation

• Intangible assets are subtracted from CI (denominator) in the UK calculation

• Taxes are estimated at a rate of 28% in the UK calculation, compared to 35% in the worldwide calculation

These adjustments were made to the UK calculation such that the ROIC calculation would result in a target of at least 20%, and as a result, properly incent management of that operation to pursue business opportunities that exceed that level of anticipated return on invested capital

D. Total Revenues

a. As reported in the audited financial statements (or in the case of subsidiaries, in the Company’s internal records).

Page 3 of 9

Cardtronics 2010 AECIP
Page 4 of 9
May 11, 2010

VI. Performance Targets (in thousands, except percentage amounts)

Group	Metric	Weighting			Threshold			Target			Maximum
Worldwide	Adjusted EBITDA		40	%	$	110,000		$	120,000	*	$	140,000
	ROIC		40	%		17.1	%		20.2	%		26.4	%
	Total Revenues		20	%	$	527,534		$	538,300		$	559,832
UK Only	Adjusted EBITDA		45	%	£	11,903		£	12,980		£	15,147
	ROIC		45	%		16.6	%		20.9	%		29.4	%
	Total UK Revenues		10	%	£	60,459		£	61,693		£	64,161

* This target was set by the Company’s Board of Directors on December 12, 2009.

Worldwide Targets:

Forty percent (40%) of the bonus pool will be based on Adjusted EBITDA performance. For the Adjusted EBITDA metric, the threshold level is set at 91.7% of the Target (budgeted) Adjusted EBITDA level, and the Maximum level is set at 116.7% of the Target EBITDA level.

Forty percent (40%) of the bonus pool will be based on ROIC performance. For the ROIC metric, the Threshold ROIC level is set at 17.1% (which is the level achieved if Capital Invested is at budgeted levels and Adjusted EBITDA is 91.7% of budget), and the Maximum level is set at 26.4% (which is the level achieved if Capital Invested is at budgeted levels and Adjusted EBITDA is at 116.7% of budget). The Target ROIC level of 20.2% would be achieved if both Capital Invested and Adjusted EBITDA are at budgeted levels.

Twenty percent (20%) of the bonus pool will be based on total revenues. For the total revenue metric, the threshold level is set at $527.5 million which is 98% of the Target (budget) Total Revenue level, and the Maximum level is set at $559.8 million, which is 104% of the Target Total Revenue level.

For each of the metrics, it is intended that the Threshold performance level triggers a potential bonus pool at the Threshold level (50% of Target bonus pool), that the Target performance level triggers a potential bonus pool at the Targeted level (100% of Target bonus pool), and performance at or above the Maximum level triggers a potential bonus pool at the Maximum level (200% of Target bonus pool), in each case for the relevant portion of the bonus pool.

Page 4 of 9

Cardtronics 2010 AECIP
Page 5 of 9
May 11, 2010

UK Targets:

Forty-five percent (45%) of the bonus pool will be based on Adjusted EBITDA performance. For the Adjusted EBITDA metric, the threshold level is set at 91.7% of the Target (budgeted) Adjusted EBITDA level, and the Maximum level is set at 116.7% of the Target EBITDA level.

Forty-five percent (45%) of the bonus pool will be based on ROIC performance. For the ROIC metric, the Threshold ROIC level is set at 16.6% (which is the level achieved if Capital Invested is at budgeted levels and Adjusted EBITDA is 91.7% of budget), and the Maximum level is set at 29.4% (which is the level achieved if Capital Invested is at budgeted levels and Adjusted EBITDA is at 116.7% of budget). The Target ROIC level of 20.9% would be achieved if both Capital Invested and Adjusted EBITDA are at budgeted levels.

Ten percent (10%) of the bonus pool will be based on total revenues. For the total revenue metric, the threshold level is set at £60.5 million which is 98% of the Target (budget) Total Revenue level, and the Maximum level is set at £64.2 million, which is 104% of the Target Total Revenue level.

For each of the metrics, it is intended that the Threshold performance level triggers a potential bonus pool at the Threshold level (50% of Target bonus pool), that the Target performance level triggers a potential bonus pool at the Targeted level (100% of Target bonus pool), and performance at or above the Maximum level triggers a potential bonus pool at the Maximum level (200% of Target bonus pool), in each case for the relevant portion of the bonus pool.

VII. Performance Levels

AECIP is designed to pay bonuses relative to the Company’s actual performance using the schedule shown below. The AECIP is structured to reward the attainment of performance targets and to provide for substantially increased rewards when these performance targets are exceeded. Bonus payouts will not be made unless the Company exceeds certain critical threshold levels.

	Bonus Payout for Performance
Performance Level	(% of Target)
Maximum		200	%
Target		100	%
Threshold		50	%
Below Threshold	No Payout

Note that a pro-rata (interpolation) calculation will be performed for actual achievement results that fall between the threshold and target as well as results that fall between the target and maximum results for each performance metric. As an example, if the actual Adjusted EBITDA achieved was $130 million, that result would equate to a 150% payout for that metric, as it would be 50% between the target and maximum levels. To further illustrate, assume that actual ROIC achieved was 18%, the bonus payout for this metric would be approximately 65%, which equates to the pro-rata difference between the minimum payout level of 17.1% and the target of 20.2%

Page 5 of 9

Cardtronics 2010 AECIP
Page 6 of 9
May 11, 2010

VIII. Individual MBO Modifier

Regardless of financial performance, each AECIP award will be adjusted to reflect the individual performance of each executive based on the attainment of his or her MBOs. The AECIP incentivizes each executive to outperform his or her MBOs and penalizes underperformance. Management’s intention is for the Company’s total bonus payout (e.g., after the MBO modifier) to correlate to the consolidated bonus accrual. For example, if the Company achieves its Adjusted EBITDA Target, ROIC Target and Revenue Target (aka “budget”), the sum of the bonus payout would not exceed 100% of the budgeted accrual. The total payout (or bonus “pool”) will be proportionally adjusted up/down based on the actual performance relative to the performance metrics contained within this document.

The MBO adjustment scale is as follows:

MBO Rating	Performance	Modification / % of AECIP Paid
10	All MBOs exceeded		120	%
9	All MBOs attained; other exceptional achievements		110	%
8	All MBOs attained		100	%
7	Substantially all MBOs attained		90	%
6	Most but not all MBOs attained		80	%
5	MBOs partially attained		60	%
4	Most MBOs missed		30	%
3	Substantially all MBOs not attained		10	%
1-2	All MBOs missed		0	%

Page 6 of 9

Cardtronics 2010 AECIP
Page 7 of 9
May 11, 2010

IX. Example Calculation

The following example explains the AECIP plan design:

Cardtronics’ 2010 Annual Executive Cash Incentive Plan

Joe Example, Worldwide Participant
Performance Targets (#s in 000’s)

Performance Metric	Weighting			Threshold			Target			Maximum
Adjusted EBITDA		40	%	$	110,000		$	120,000		$	140,000
ROIC		40	%		17.1	%		20.2	%		26.4	%
Total Revenues		20	%	$	527,534		$	538,300		$	559,832

Payout Matrix

Current Base Salary	$	150,000
Target Incentive as % of Salary		40	%

	Below Threshold			Threshold			Target			Maximum
Payout as % of Target		0	%		50	%		100	%		200	%
Incentive Payout	$	0		$	30,000		$	60,000		$	120,000

Example of AECIP Calculation

Assumptions: Adjusted EBITDA and ROIC targets are met, public company reporting met, and minimum performance standards met.

Performance Metric	Actual Performance			AECIP Payout Level			Weighting			Actual AECIP
EBITDA	$	120,000			100	%		40	%	$	24,000
ROIC		20.2	%		100	%		40	%	$	24,000
Total Revenues	$	527,534			50	%		20	%	$	6,000

AECIP Amount Before MBO Modifier	$	54,000
MBO Rating		6
MBO Modification		20	%
Final AECIP Payout	$	43,200

Page 7 of 9

Cardtronics 2010 AECIP
Page 8 of 9
May 11, 2010

Miscellaneous

X. Recoupment Policy

It is Cardtronics’ policy that cash bonuses paid to executives are subject to recoupment if the operating or financial results used to calculate the bonus are later restated. Under this policy, an executive who engages in fraud or other misconduct leading to the restatement is required to repay any cash bonus paid for the period in question.

XI. Discretion and Administrative Authority

While the intent is to determine bonuses in accordance with the calculations defined by this plan, the CEO and Compensation Committee of the Board of Directors retain the discretion to adjust the bonus determinations for the performance period relative to the performance targets. Final bonus awards will be determined based on the funds available.

The Compensation Committee shall generally oversee the administration of the Plan. The Compensation Committee shall have complete control and authority to determine the rights and benefits of all claims, demands and actions arising out of the provisions of the 2010 AECIP of any participant, deceased participant, or other person having or claiming to have any interest under the 2010 AECIP. The Compensation Committee shall have complete discretion to interpret the 2010 AECIP and to decide all matters under the plan. Such interpretation and decision shall be final, conclusive and binding on all participants and any person claiming under or through any participant, in the absence of clear and convincing evidence that the Compensation Committee acted arbitrarily and capriciously. Any individual serving as a member of the Compensation Committee who is a participant will not vote or act on any matter pertaining solely to himself. When making a determination or calculation, the Compensation Committee shall be entitled to rely on information furnished by a participant, a participant’s estate, or the Company.

XII. AECIP Calculations

In the event actual results fall in between the Threshold, Target and Maximum levels, interpolation will be used to determine the appropriate bonus payout.

XIII. Taxation

The Company may, in its discretion, require the participant to pay in cash to the Company the amount that the Company deems necessary to satisfy its current or future obligation to withhold federal, state or local income or other taxes that the participant incurs as a result of a bonus payout pursuant to the 2010 AECIP. With respect to any required tax withholding, the Company may withhold from the participant’s payment the amount necessary to satisfy its obligation to withhold taxes.

Page 8 of 9

Cardtronics 2010 AECIP
Page 9 of 9
May 11, 2010

XIV. Funding and Performance Levels

The Performance Levels described in the 2010 AECIP represent the Cardtronics business as of January 1, 2010. Should the Board of Directors formally approve actions, such as a material acquisition that may affect the attainment of the Performance Metrics and Levels described herein, the impact of such actions to the 2010 AECIP will be determined and presented to the Compensation Committee for approval of revised Performance Levels for bonus calculation purposes. The 2010 AECIP constitutes a mere promise by the Company to make payments in accordance with the terms of the 2010 AECIP, and participants and beneficiaries shall have the status of general unsecured creditors of the Company. Nothing in the 2010 AECIP will be construed to give any employee or any other person rights to any specific assets of the Company or of any other person.

XV. Limitation of Employee’s Rights

Nothing contained in the 2010 AECIP shall (a) confer upon any person a right to be employed or to continue in the employ of the Company, (b) interfere in any way with the right of the Company to terminate the employment of a participant at any time, with or without cause and with or without prior notice, without regard to the effect such discharge would have on the participant’s interest in the Plan, or (c) confer upon any participant any of the rights of a member or manager of the Company.

XVI. Release

Any payment to any participant in accordance with the provisions of the 2010 AECIP shall, to the extent thereof, be in full satisfaction of all claims against the Company and the Compensation Committee under the 2010 AECIP, and the Compensation Committee may require such participant, as a condition precedent to such payment, to execute a receipt and release to such effect.

XVII. Effective Date

The 2010 AECIP is effective as of January 1, 2010. If bonuses are paid, audited financial results for the year ended December 31, 2010 will be used to calculate the bonus payout. As a result, any payment of bonuses will be delayed until the results of the Company’s 2010 audit are substantially finalized. As a result, participants can expect to receive payment in the month of March, 2011; provided, however, that in no event shall a payment be made to a participant pursuant to the 2010 AECIP following March 15, 2011.

Page 9 of 9