Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2012, Cardtronics entered into an agreement with Ron Delnevo, the former Managing Director of Bank Machine Limited, a wholly-owned subsidiary of Cardtronics. Under the terms of the agreement, Mr. Delnevo will continue to receive his base salary and associated benefits until October 14, 2014, subject to his continued compliance with customary restrictive covenants regarding non-competition and the protection of confidential information. In addition, the agreement entitles Mr. Delnevo to receive the settlement of certain tranches of the performance-based restricted stock units that were granted to him in 2011 pursuant to Cardtronics' 2011 Long Term Equity Incentive Plan. That award settlement will be comprised of 16,200 shares of Cardtronics common stock, which he received on January 31, 2013, and 8,100 shares of Cardtronics' common stock, which he will receive on January 31, 2014. Effective as of the date of the agreement, Mr. Delnevo also resigned as a director of Bank Machine, Limited and each of its affiliated entities.

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