Cardtronics plc (NASDAQ:CATM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Cardtronics plc (NASDAQ:CATM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Dan Antilley, Chief Information Security Officer, Stuart Mackinnon, Chief Information Officer and Brian Bailey, Managing Director of North America (each an “Officer” and collectively the “Officers”) have entered into employment agreements with Cardtronics USA,Inc. on October9, 2018 (each an “Employment Agreement”). Each Employment Agreement has an initial term of four years beginning on May30, 2017 for Mr.Antilley, November17, 2017 for Mr.Mackinnon and November7, 2016 for Mr.Bailey, each with annual renewals thereafter.

to his Employment Agreement, Mr.Antilley will be entitled to receive the following compensation:

· Participation in benefit plans on the same basis as those generally made available to other senior executives of the Company.

If the employment of an Officer is terminated due to death or disability, the Officer will be entitled to receive: (i)unpaid base salary as of termination; (ii)unpaid annual bonus for year prior to termination; (iii)reimbursement of expenses; (iv)benefits to which Officer is entitled; (v)accelerated vesting of any one-time or special equity awards; accelerated vesting of time-based equity awards that would have vested in the 12 months following termination; and (vi)pro-rata vesting at target, of performance-based equity awards, for the full and partial

months worked during the performance period and full vesting for a termination following completion of a performance period.

If the employment of an Officer is terminated by the Officer for Good Reason (as defined in the Employment Agreement), by the Company without Cause (as defined in the Employment Agreement) other than within 24 months following a Change of Control (as defined in the Employment Agreement), such Officer will be entitled to receive: (i)lump sum pro-rated annual bonus for current year based on actual Company performance; (ii)one times the sum of base salary and Average Annual Bonus (as defined in the Employment Agreement) payable over 12 months; (iii)lump sum payment equal to the premium cost for 18 months COBRA coverage; and (iv)unless the applicable award agreement is more favorable, and thus controls: (A)accelerated vesting of sign-on or one-time special equity awards; (B)accelerated vesting of time-based equity awards that would have vested in the 12 months following termination; and (C)in respect of performance based equity awards: (x)forfeit of awards for a termination during the first 12 months of a performance period; (y)for a termination following the first 12 months of a performance period, but prior to the end of that performance period, pro-rata vesting (based on actual Company performance) in accordance with existing vesting schedule; and (z) for a termination following the end of a performance period, full vesting.

If the employment of an Officer is terminated by the Officer for Good Reason (as defined in the Employment Agreement), by the Company without Cause (as defined in the Employment Agreement) within 24 months following a Change of Control (as defined in the Employment Agreement), such Officer will be entitled to receive: (i)lump sum pro-rated annual bonus for current year based at target; (ii)lump sum payment equal to two times the sum of base salary and Average Annual Bonus (as defined in the Employment Agreement); (iii)lump sum payment equal to the premium cost for 18 months COBRA coverage; and (iv)unless the applicable award agreement is more favorable, and thus controls: (A)accelerated vesting of sign-on or one-time special equity awards; (B)accelerated vesting of time-based equity awards; and (C)in respect of performance based equity awards: (x)for a termination during the performance period, the equity awards are deemed earned at greater of actual or target and any time-vesting conditions are satisfied as of termination; and (y)for a termination following the end of a performance period, any awards that would have vested following the termination fully vest as of the date of termination.

All severance payments not required by law are subject to the execution by the Officer of an irrevocable release of claims in favor of the Company and related parties.

Each Officer is subject to perpetual confidentiality, non-disclosure and non-disparagement provisions, and non-competition and non-solicitation covenants during employment and for two years thereafter.

The foregoing is reflected in and subject to the full text of the Employment Agreements entered into between each Officer and the Company.


About Cardtronics plc (NASDAQ:CATM)

Cardtronics PLC, formerly Cardtronics, Inc., is a provider of automated consumer financial services. The Company provides these services through its network of automated teller machines (ATMs) and multi-function financial services kiosks. The Company’s operations consisted of its North America and Europe segments. Its North America segment includes operations in all 50 states, Puerto Rico, Canada and Mexico. Its Europe segment includes its operations in the United Kingdom, Germany and Poland. In the United States, certain of the Company’s devices are multi-function financial services kiosks that, in addition to traditional ATM functions, such as cash dispensing and bank account balance inquiries, perform other consumer financial services, including bill payments, remote deposit capture (which is deposit taking at ATMs using electronic imaging), and money transfers. It also owns and operates the Allpoint network, which is a surcharge-free ATM network within the United States.

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