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): April 4, 2008

COINSTAR, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-22555	94-3156448
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1800 — 114^th Avenue SE
BELLEVUE, WA 98004

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (425) 943-8000

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

     On April 4, 2008, Coinstar, Inc. (the “Company”) first publicly announced the appointment of Paul Davis, 51, as its Chief Operating Officer, effective as of April 7, 2008.

     From February 2007 to March 2008, Mr. Davis was an independent consultant working with various consumer packaged goods and retail companies. From October 2004 to January 2007, Mr. Davis served as global chief executive of Kettle Foods Inc. (a producer of chips and other snack foods). Prior to that, he served as president and chief executive officer of Barilla America, Inc. (the U.S.-based division of The Barilla Group, a food producer) from February 2002 to October 2004. From March 1999 to October 2001, Mr. Davis served in executive positions at Starbucks Corporation (a publicly-held, specialty coffee retailer), including president, North American Operations from November 1999 to October 2001 and president, Consumer Products Unit from March 1999 to November 1999. From 1983 to 1999, Mr. Davis served in positions of increasing responsibility at Frito-Lay, a division of PepsiCo, Inc. (a food and beverage company), most recently as president of Hostess Frito-Lay Company, Canada.

     Mr. Davis entered into an employment arrangement with the Company, including an Employment Offer Letter dated March 20, 2008 and an Employment Agreement to be effective April 7, 2008 (the “Agreement”). The employment arrangement includes the following material provisions:

• The term of the arrangement continues until terminated pursuant to the Agreement.

• Mr. Davis will be paid an annual base salary of $400,000 subject to possible increase at the discretion of the Compensation Committee of the Board of Directors (the “Compensation Committee”).

• Mr. Davis is eligible for cash bonuses consistent with the existing program for executive officers, if performance targets applicable to such bonuses are met. Mr. Davis’s bonus opportunity for 2008 will be 60% of base salary.

• Mr. Davis will be eligible to receive a stock option grant to purchase 100,000 shares of the Company’s common stock, on terms consistent with those of chief executive officer and chief financial officer stock option grants, with an exercise price equal to the closing price of the Company’s common stock on the date of grant and vesting over a four-year period, subject to Compensation Committee approval.

• Mr. Davis will be eligible to receive a grant of 10,000 shares of restricted stock, on terms consistent with those of chief executive officer and chief financial officer restricted stock awards, vesting over a four-year period, subject to Compensation Committee approval.

• Mr. Davis will be entitled to participate in fringe benefit programs as provided from time to time.

• Upon termination without cause (as defined in the Agreement), Mr. Davis will be entitled to 12 months’ annual base salary, any unpaid annual base salary which has accrued for services already performed and any pro-rated bonus payment. In addition, upon termination without cause, the Company will pay Mr. Davis’s health insurance benefits, including current dependent coverage, for a period of 12 months following the date of termination, and thereafter Mr. Davis may self-pay health insurance under the applicable program if he elects to do so.

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     Mr. Davis also entered into a Change of Control Agreement to be effective April 7, 2008 (the “Change of Control Agreement”). Pursuant to the terms of the Change of Control Agreement, from the date during the Change of Control Period on which a change of control (as defined in the Change of Control Agreement) occurs until the date Mr. Davis is terminated pursuant to the terms of the Change of Control Agreement (the “Employment Period”), Mr. Davis will continue to be employed in an executive position at least reasonably commensurate with the most significant position held by Mr. Davis during the 90-day period immediately preceding the date of the change of control. During the Employment Period, Mr. Davis will be entitled to continued compensation and benefits on terms generally consistent with pre-change of control levels and reimbursement for all reasonable employment expenses. The “Change of Control Period” is the period beginning on the date of the Change of Control Agreement and ending on the date two years following notice from the Company that this coverage period has terminated.

     Mr. Davis will be eligible to receive the following benefits if, during the Employment Period, the Company terminates his employment other than for cause (as defined in the Agreement) or Mr. Davis terminates his employment for good reason (as defined in the Change of Control Agreement):

• any accrued but unpaid base salary;

• a pro rata portion of Mr. Davis’s annual bonus for the year;

• any compensation previously deferred by Mr. Davis (together with any accrued interest or earnings);

• any accrued but unpaid vacation pay; and

• base salary continuation for a period of 12 months.

     The foregoing description of Mr. Davis’s employment arrangement is qualified in its entirety by reference to the full text of his Form of Employment Agreement, Employment Offer Letter and Form of Change of Control Agreement, copies of which are attached as Exhibits 10.42, 10.43 and 10.44 to this Current Report on Form 8-K and incorporated herein by reference. A copy of the press release announcing, among other things, Mr. Davis’s appointment as Coinstar’s Chief Operating Officer is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.42	Form of Employment Agreement to be effective April 7, 2008 between Coinstar, Inc. and Paul Davis
10.43	Employment Offer Letter for Paul Davis dated March 20, 2008
10.44	Form of Change of Control Agreement to be effective April 7, 2008 between Coinstar, Inc. and Paul Davis
99.1	Press release dated April 4, 2008

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SIGNATURE

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

	COINSTAR, INC.
	By:	/S/ DAVID W. COLE
Date: April 4, 2008
		David W. Cole Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.42	Form of Employment Agreement to be effective April 7, 2008 between Coinstar, Inc. and Paul Davis
10.43	Employment Offer Letter for Paul Davis dated March 20, 2008
10.44	Form of Change of Control Agreement to be effective April 7, 2008 between Coinstar, Inc. and Paul Davis
99.1	Press release dated April 4, 2008

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EX-10.42

EXHIBIT 10.42

FORM OF

EMPLOYMENT AGREEMENT

COINSTAR, INC.

and

PAUL DAVIS

Dated as of April 7, 2008

EMPLOYMENT AGREEMENT

     This Employment Agreement (this “Agreement”), dated as of April 7, 2008, between Coinstar, Inc., a Delaware corporation (“Employer”), and Paul Davis (“Employee”);

W I T N E S S E T H:

     WHEREAS, Employer and Employee wish to document certain understandings and agreements; and

     WHEREAS, Employer desires to employ Employee upon the terms and conditions set forth herein; and

     WHEREAS, Employee is willing to provide services to Employer upon the terms and conditions set forth herein;

A G R E E M E N T S:

     NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Employer and Employee hereby agree as follows:

1. CHIEF OPERATIOINS OFFICER

     1.1 Employment

     Employer will employ Employee and Employee will provide services to Employer as its Chief Operating Officer (“COO”).

     1.2 Attention and Effort

     Employee will devote all of his productive time, ability, attention and effort to Employer’s business and will skillfully serve its interests during the Term (as defined below).

     1.3 Term

     Employee’s term of employment as COO under this Agreement shall begin as of the effective date of this Agreement and shall continue until terminated pursuant to Section 2 of this Agreement (the “Term”).

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 1

     1.4 Compensation

     During the Term, Employer agrees to pay or cause to be paid to Employee, and Employee agrees to accept in exchange for the services rendered hereunder by him, the following compensation:

     (a) Base Salary

     Employee’s compensation as COO shall consist, in part, of an annual base salary of four hundred thousand dollars ($400,000) before all customary payroll deductions. Such annual base salary shall be paid in substantially equal installments and at the same intervals as other officers of Employer are paid. Employee’s salary shall be reviewed by Employer’s Compensation Committee as appropriate to determine in its discretion whether it is appropriate to increase the base salary.

     (b) Bonus

     Employee shall be eligible for cash bonuses consistent with the existing program for executive officers, provided performance targets applicable to such bonuses are met, and, provided further, any such bonus shall be pro-rated in the event of a termination without Cause.

     1.5 Benefits

     During the Term, Employee will be entitled to participate, subject to and in accordance with applicable eligibility requirements, in fringe benefit programs as shall be provided from time to time by, to the extent required, action of Employer’s Board of Directors.

2. TERMINATION

     Employment of Employee pursuant to this Agreement may be terminated as follows, but in any case, the provisions of Section 4 hereof shall survive the termination of this Agreement and the termination of Employee’s employment hereunder:

     2.1 By Employer

     With or without Cause (as defined below), Employer may terminate the employment of Employee at any time during the term of employment upon giving Notice of Termination (as defined below).

     2.2 By Employee

     Employee may terminate his employment at any time, for any reason, upon giving Notice of Termination.

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 2

     2.3 Automatic Termination

     This Agreement and Employee’s employment hereunder shall terminate automatically upon the death or total disability of Employee. The term “total disability” as used herein shall mean Employee’s inability to perform the duties set forth in Section 1 hereof for a period or periods aggregating 180 calendar days in any 12-month period as a result of physical or mental illness, loss of legal capacity or any other cause beyond Employee’s control, unless Employee is granted a leave of absence by the Employer. Employee and Employer hereby acknowledge that Employee’s ability to perform the duties specified in Section 1 hereof is of the essence of this Agreement. Termination hereunder shall be deemed to be effective (a) at the end of the calendar month in which Employee’s death occurs or (b) immediately upon a determination by the Employer of Employee’s total disability, as defined herein.

     2.4 Termination in Connection With a Change in Control

     Concurrent with the commencement of Employee’s employment hereunder as COO, Employee and the Company shall enter into a Change of Control Agreement, in the form attached hereto as Exhibit A. Notwithstanding Sections 3.1 and 3.2 of this Agreement and in full substitution therefor, if Employee’s employment terminates under circumstances described in the Change of Control Agreement, Employee’s rights upon termination will be governed by terms of the Change of Control Agreement and his right to termination payments under this Employment Agreement shall cease.

     2.5 Notice

     The term “Notice of Termination” shall mean at least 30 days’ written notice of termination of Employee’s employment, during which period Employee’s employment and performance of services will continue; provided, however, that Employer may, upon notice to Employee and without reducing Employee’s compensation during such period, excuse Employee from any or all of his duties during such period. The effective date of the termination of Employee’s employment hereunder shall be the date on which such 30-day period expires.

3. TERMINATION PAYMENTS

     In the event of termination of the employment of Employee during the Term, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 3:

     3.1 Termination by Employer

     If Employer terminates Employee’s employment without Cause during the Term, Employee shall be entitled to receive (a) termination payments equal to twelve (12) months’ annual base salary, and (b) any unpaid annual base salary which has accrued for services already performed as of the date termination of Employee’s employment becomes effective.

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 3

Such payment shall be provided in equal monthly installments, less applicable deductions and tax withholding, at regular payroll intervals. Employee shall also be entitled to payment of a pro-rated cash bonus consistent Section 1.4(b). Any pro-rated bonus payment due Employee shall be calculated and paid at the same time as the Company’s other executive officers. Employer agrees to continue Employee’s health insurance benefits, including current dependent coverage, for twelve (12) months following the date the Employee is terminated without Cause. Thereafter Employee may self-pay health insurance under COBRA if Employee elects to do so. All other Employer benefits cease on the date of termination without Cause. If Employee is terminated by Employer for Cause during the Term, Employee shall not be entitled to receive any of the foregoing benefits, other than those set forth in Section 3.1(b) above.

     3.2 Termination by Employee

     In the case of the termination of Employee’s employment by Employee, Employee shall not be entitled to any payments hereunder, other than those set forth in Section 3.1(b) hereof if such termination occurs during the Term.

     3.3 Payment Schedule

     All payments under this paragraph 3 shall be made to Employee at the same interval as payments of salary were made to Employee immediately prior to termination.

     3.4 Cause

     Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” is limited to the occurrence of one or more of the following events:

     (a) Failure or refusal to carry out the lawful duties of Employee described in Section 1 hereof or any directions of the Board of Directors of Employer, which directions are reasonably consistent with the duties herein set forth to be performed by Employee;

     (b) Violation by Employee of a state or federal criminal law involving the commission of a crime against Employer or a felony;

     (c) Current use by Employee of illegal substances; deception, fraud, misrepresentation or dishonesty by Employee; any act or omission by Employee which substantially impairs Employer’s business, good will or reputation; or

     (d) Any other material violation of any provision of this Agreement.

     3.5 409A Compliance

     This Section 3 (and the payments hereunder) are intended to qualify for the short-term deferral exception to Internal Revenue Code Section 409A (“Section 409A”) described in Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent possible, and to the extent they do not so qualify, they are intended to qualify for the involuntary separation pay

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 4

plan exception to Section 409A described in Treasury Regulation Section 1.409A-1(b)(9)(iii) to the maximum extent possible. To the extent Section 409A is applicable to this Agreement, this Agreement is intended to comply with Section 409A. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall be interpreted, operated and administered by Employer in a manner consistent with such intentions, so as to avoid subjecting Employee to the imposition of any additional tax or interest under Code Section 409A with respect to amounts payable under this Agreement. Without limiting the generality of the foregoing, to the extent required in order to comply with Section 409A, amounts that would otherwise be payable under this Agreement during the six-month period immediately following Employee’s date of termination shall instead be accumulated and paid on the first business day after the date that is six months following the date of termination.

4. NONCOMPETITION, NONDISCLOSURE AND NONDISPARAGEMENT

     (a) The nature of Employee’s employment with Employer has given Employee access to trade secrets and confidential information, including information about its technology and customers. Therefore, during the one (1) year following termination of employment for whatever reason, Employee will not engage in, be employed by, perform services for, participate in the ownership, management, control or operation of, or otherwise be connected with, either directly or indirectly, any business or activity whose efforts are in competition with (i) the products or services manufactured or marketed by Employer at the time of this Agreement, or (ii) the products or services which have been under research or development by Employer during the term of Employee’s employment, and which Employer has demonstrably considered for further development or commercialization. The geographic scope of this restriction shall extend to anywhere Employer is doing business, has done business or intends to do business. Employee acknowledges that the restrictions are reasonable and necessary for protection of the business and goodwill of Employer.

     If, within one year of the date of termination, Employee violates this Section 4, Employee shall forfeit any remaining termination payments provided under Section 3.

     (b) Employee further agrees that he will not at any time disclose confidential information about Employer relating to its business, technology, practices, products, marketing, sales, services, finances or legal affairs.

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 5

     (c) Following termination of Employee for any reason, Employee and Employer shall refrain from making any derogatory comment in the future to the press or any individual or entity regarding the other that relates to their activities or relationship prior to the date of termination, which comment would likely cause material damage or harm to the business interests or reputation of Employee or Employer. Employee acknowledges that the non-disparagement provisions of this Section 4(c) are essential to Employer, that Employer would not enter into this Agreement if it did not include this Section 4(c), and that damages sustained by Employer as a result of a breach of this Section 4(c) cannot be adequately quantified or remedied by damages alone. Accordingly, Employer shall be entitled to injunctive and other equitable relief to prevent or curtail any breach of this Section 4(c).

5. REPRESENTATIONS AND WARRANTIES OF EMPLOYEE

     Employee represents and warrants that neither the execution nor the performance of this Agreement by Employee will violate or conflict in any way with any other agreement by which Employee may be bound, or with any other duties imposed upon Employee by corporate or other statutory or common law.

6. FORM OF NOTICE

     All notices given hereunder shall be given in writing, shall specifically refer to this Agreement and shall be personally delivered or sent by registered or certified mail, return receipt requested, at the address set forth below or at such other address as may hereafter be designated by notice given in compliance with the terms hereof:

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 6

If to Employee:	Paul Davis
	[ADDRESS]
If to Employer:	Coinstar, Inc.
	1800 114th Avenue SE
	Bellevue, WA 98004
	Attn: Chairman of the Board of Directors
	cc:      General Counsel
Copy to:	Perkins Coie LLP
	Attn: Lynn E. Hvalsoe
	1201 Third Ave., 48th Floor
	Seattle, WA 98101-3099

     If notice is mailed, such notice shall be effective upon mailing, or if notice is personally delivered, it shall be effective upon receipt.

7. ASSIGNMENT

     This Agreement is personal to Employee and shall not be assignable by Employee. Employer may assign its rights hereunder to (a) any corporation or other entity resulting from any merger, consolidation or other reorganization to which Employer is a party or (b) any corporation, partnership, association or other person to which Employer may transfer all or substantially all of the assets and business of Employer existing at such time. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

8. WAIVERS

     No delay or failure by any party hereto in exercising, protecting or enforcing any of its rights, titles, interests or remedies hereunder, and no course of dealing or performance with respect thereto, shall constitute a waiver thereof. The express waiver by a party hereto of any right, title, interest or remedy in a particular instance or circumstance shall not constitute a waiver thereof in any other instance or circumstance. All rights and remedies shall be cumulative and not exclusive of any other rights or remedies.

9. ARBITRATION

     Any controversies or claims arising out of or relating to this Agreement shall be fully and finally settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect (the “AAA Rules”), conducted by one arbitrator either mutually agreed upon by Employer and Employee or chosen in accordance

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 7

with the AAA Rules, except that the parties thereto shall have any right to discovery as would be permitted by the Federal Rules of Civil Procedure for a period of 90 days following the commencement of such arbitration and the arbitrator thereof shall resolve any dispute which arises in connection with such discovery. The prevailing party shall be entitled to costs, expenses and reasonable attorneys’ fees, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This provision shall not preclude Employer from seeking court enforcement or relief based upon an alleged violation of Employee’s obligations under any noncompetition or non-disclosure agreement.

10. AVAILABILITY AND CONSULTATION

     If Employee’s employment with Employer terminates for any reason, Employee will thereafter make himself reasonably available to Employer and counsel for Employer for the purpose of enabling Employer to defend against any legal claims in which Employer determines he may have knowledge or information. Employer will reimburse Employee for reasonable out-of-pocket expenses incurred in connection with any consultations under this Section 10.

11. AMENDMENTS IN WRITING

     No amendment, modification, waiver, termination or discharge of any provision of this Agreement, nor consent to any departure therefrom by either party hereto, shall in any event be effective unless the same shall be in writing, specifically identifying this Agreement and the provision intended to be amended, modified, waived, terminated or discharged and signed by Employer and Employee, and each such amendment, modification, waiver, termination or discharge shall be effective only in the specific instance and for the specific purpose for which given. No provision of this Agreement shall be varied, contradicted or explained by any oral agreement, course of dealing or performance or any other matter not set forth in an agreement in writing and signed by Employer and Employee.

12. APPLICABLE LAW

     This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the state of Washington, without regard to any rules governing conflicts of laws.

13. SEVERABILITY

     If any provision of this Agreement shall be held invalid, illegal or unenforceable in any jurisdiction, for any reason, including, without limitation, the duration of such provision, its geographical scope or the extent of the activities prohibited or required by it, then, to the full extent permitted by law (a) all other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision hereof, and (c) any court or arbitrator having jurisdiction thereover shall have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 8

14. HEADINGS

     All headings used herein are for convenience only and shall not in any way affect the construction of, or be taken into consideration in interpreting, this Agreement.

15. COUNTERPARTS

     This Agreement, and any amendment or modification entered into pursuant to Section 11 hereof, may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same instrument.

16. ENTIRE AGREEMENT

     Except for the Proprietary Information and Invention Agreement executed by Employee on April 1, 2008, this Agreement sets forth the entire understanding between Employee and Employer, superseding any prior agreements or understandings, express or implied, pertaining to the terms of Employee’s employment with Employer. Employee acknowledges that in executing this Agreement, he does not rely upon any representation or statement by any representative or agent of Employer concerning the subject matter of this Agreement.

     IN WITNESS WHEREOF, the parties have executed and entered into this Agreement on the date set forth above.

	COINSTAR, INC.
	By
Paul Davis
	Its

PAUL DAVIS EMPLOYMENT AGREEMENT 4-7-08 9

EX-10.43

EXHIBIT 10.43

Employment Offer Letter

March 20, 2008

Paul Davis

Dear Paul,

It is with great pleasure that Coinstar offers you the position of Chief Operations Officer (COO) reporting directly to Dave Cole, Chief Executive Officer. This letter will serve to confirm our understanding of your acceptance of this position. Please note that all offers of employment are contingent upon successful completion of a pre-employment background check.

Salary

Your compensation will be based on an annualized salary of Four Hundred Thousand Dollars ($400,000), less all required withholding for taxes and social security. You will be paid semi-monthly (24 times per year).

Incentive Plan:

You are also eligible to participate in Coinstar’s incentive plan in 2008. Your bonus opportunity in 2008 will be 60% of your base compensation. The allocation of your incentive compensation is guided by the 2008 Executive Incentive Compensation Plan and determined at the sole discretion of the Compensation Committee of the Board of Directors (the “Committee”).

Stock Option

Provided you accept this position you will be eligible for a stock option grant to purchase 100,000 shares of Coinstar’s common stock, which will vest over a 4-year period. All stock option grants are subject to Committee approval and option availability. The exercise price of the option will be determined by the closing price of Coinstar’s common stock on the date your option is approved.

Restricted Stock

Provided you accept this position you will be eligible for a grant of 10,000 shares of restricted stock, which will vest over a 4-year period. All restricted stock grants are subject to Committee approval and availability.

Benefits

In order to remain competitive, the benefits in these plans may change from time to time. The following is a list of core benefits:

• Partial paid Medical and Dental benefits for the employee.

• 401(k) Retirement Plan, company matches 100% of first 3% and 50% of 4% and 5% of employee pay contributed. Company portion vests immediately.

• Long-term and short-term disability.

• Life Insurance (1 times annual salary up to $50,000 coverage).

• Flexible Spending Plans for health care and dependent care.

Start Date

Your anticipated start date for this position is April 7, 2008.

Paul, if you agree with and accept the terms of this offer of employment, please sign and return one copy of this letter to our office by April 1, 2008. I am confident your employment with Coinstar will prove mutually beneficial, and I look forward to having you join us.

Sincerely,	Accepted by:
/S/ DENISE RUBIN Denise Rubin	/S/ PAUL D. DAVIS Paul Davis
Corporate Vice President	Dated: 3/21/08
Human Resources

EX-10.44

EXHIBIT 10.44

FORM OF
CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (this “Agreement”), dated as of April 7, 2008, is between Coinstar, Inc. (the “Employer”), and Paul Davis (the “Employee”). This Agreement is an exhibit to that certain Employment Agreement dated as of April 7, 2008 between the Employer and the Employee (the “Employment Agreement”).

     The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Employer has determined that it is in the best interests of the Employer and its stockholders to ensure that the Employer will have the continued dedication of the Employee, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined in Appendix A to this Agreement, which is incorporated herein by this reference) of the Employer. The Committee believes it is imperative to diminish the inevitable distraction of the Employee arising from the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the Employee’s full attention and dedication to the Employer currently and in the event of any threatened or pending Change of Control, to encourage the Employee’s willingness to serve a successor in an equivalent capacity, and to provide the Employee with reasonable compensation and benefits arrangements in the event that a Change of Control results in the Employee’s loss of equivalent employment.

     In order to accomplish these objectives, the Committee has caused the Employer to enter into this Agreement.

1. EMPLOYMENT

     1.1 Certain Definitions

          (a) “Effective Date” shall mean the first date during the Change of Control Period (as defined in Section 1.1(b)) on which a Change of Control occurs.

          (b) “Change of Control Period” shall mean the period commencing on the date of this Agreement and ending on the second anniversary of the date the Employer gives notice to the Employee that the Change of Control Period shall be terminated.

     1.2 Employment Period

     The Employer hereby agrees to continue the Employee in its employ or in the employ of its affiliated companies, and the Employee hereby agrees to remain in the employ of the Employer or its affiliated companies, in accordance with the terms and provisions of this Agreement, for the period commencing on the Effective Date and continuing until terminated pursuant to Section 4 of this Agreement (the “Employment Period”).

     1.3 Position and Duties

     During the Employment Period, the Employee’s position, authority, duties and responsibilities shall be at least reasonably commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date.

PAUL DAVIS CHANGE OF CONTROL AGREEMENT 4-7-08

     1.4 Employment Status

     If prior to the Effective Date the Employee’s employment with the Employer or its affiliated companies terminates, then the Employee shall have no further rights under this Agreement.

2. ATTENTION AND EFFORT

     During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee will devote all of his professional productive time, ability, attention and effort to the business and affairs of the Employer and the discharge of the responsibilities assigned to him hereunder, and will use his best efforts to perform faithfully and efficiently such responsibilities.

3. COMPENSATION

     During the Employment Period, the Employer agrees to pay or cause to be paid to the Employee, and the Employee agrees to accept in exchange for the services rendered hereunder by him, the following compensation:

     3.1 Salary

     The Employee shall receive an annual base salary (the “Annual Base Salary”), at least equal to the annual salary established by the Board prior to the Effective Date for the fiscal year in which the Effective Date occurs. The Annual Base Salary shall be paid in substantially equal installments and at the same intervals as the salaries of other officers of the Employer are paid.

     3.2 Bonus

     Employee may be entitled to receive, in addition to the Annual Base Salary, an annual bonus in an amount to be determined by the Board of Directors of the Employer in its sole discretion.

     3.3 Benefits

     During the Employment Period, the Employee shall be entitled to participate, subject to and in accordance with applicable eligibility requirements, in such fringe benefit programs as shall be provided to other executive employees of the Employer and its affiliated companies from time to time during the Employment Period by action of the Board (or any person or committee appointed by the Board to determine fringe benefit programs and other emoluments).

PAUL DAVIS CHANGE OF CONTROL AGREEMENT 4-7-08

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     3.4 Expenses

     During the Employment Period, the Employee shall be entitled to receive prompt reimbursement for all reasonable employment expenses incurred by him in accordance with the policies, practices and procedures of the Employer and its affiliated companies in effect for the employees of the Employer and its affiliated companies during the Employment Period or pursuant to an applicable travel policy.

4. TERMINATION

     Employment of the Employee during the Employment Period may be terminated as follows but, in any case, the nondisclosure and noncompetition provisions set forth in Section 4 of the Employment Agreement shall survive the termination of this Agreement and the termination of the Employee’s employment with the Employer:

     4.1 By the Employer or the Employee

     Upon giving Notice of Termination (as defined below), the Employer may terminate the employment of the Employee with or without Cause (as defined in the Employment Agreement), and the Employee may terminate his employment for Good Reason (as defined below) or for any reason, at any time during the Employment Period.

     4.2 Automatic Termination

     This Agreement and the Employee’s employment during the Employment Period shall terminate automatically pursuant to Section 2.3 of the Employment Agreement upon the death or total disability of the Employee. The Employee and the Employer hereby acknowledge that the Employee’s presence and ability to perform the duties specified in Section 1.3 hereof is of the essence of this Agreement.

     4.3 Notice of Termination

     Any termination by the Employer or by the Employee during the Employment Period shall be communicated by Notice of Termination to the other party given within 30 days in accordance with Section 2.5 of the Employment Agreement. The term “Notice of Termination” shall mean a written notice which (a) indicates the specific termination provision in this Agreement relied upon and (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. The failure by the Employer to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause shall not waive any right of the Employer hereunder or preclude the Employer from asserting such fact or circumstance in enforcing the Employer’s rights hereunder.

     4.4 Date of Termination

     During the Employment Period, “Date of Termination” means (a) if the Employee’s employment is terminated by reason of death, at the end of the calendar month in which the

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Employee’s death occurs, and (b) in all other cases, five days after the date of personal delivery of or mailing of, as applicable, the Notice of Termination. The Employee’s employment and performance of services will continue during such five-day period; provided, however, that the Employer may, upon notice to the Employee and without reducing the Employee’s compensation during such period, excuse the Employee from any or all of his duties during such period.

5. TERMINATION PAYMENTS

     In the event of termination of the Employee’s employment during the Employment Period, all compensation and benefits set forth in this Agreement shall terminate except as specifically provided in this Section 5.

     5.1 Termination by the Employer for Other Than Cause or by the Employee for Good Reason

     If the Employer terminates the Employee’s employment other than for Cause or the Employee terminates his employment for Good Reason prior to the end of the Employment Period, the Employee shall be entitled to:

          (a) Receive payment of the following accrued obligations (the “Accrued Obligations”):

               (i) the Employee’s Annual Base Salary through the Date of Termination to the extent not theretofore paid;

               (ii) the product of (x) the Annual Bonus payable with respect to the fiscal year in which the Date of Termination occurs and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365; and

               (iii) any compensation previously deferred by the Employee (together with accrued interest or earnings thereon, if any) as such deferred compensation becomes payable under the deferral plan, and any accrued vacation pay, in each case to the extent not theretofore paid; and

          (b) an amount as separation pay equal to the Employee’s Annual Base Salary.

     5.2 Termination for Cause or Other Than for Good Reason

     If the Employee’s employment shall be terminated by the Employer for Cause as defined in the Employment Agreement or by the Employee for other than Good Reason during the Employment Period, this Agreement shall terminate without further obligation to the Employee other than the obligation to pay to the Employee his Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Employee (as such deferred compensation becomes payable under the deferral plan), in each case to the extent theretofore unpaid.

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     5.3 Termination Because of Death or Total Disability

     If the Employee’s employment is terminated by reason of the Employee’s death or total disability during the Employment Period, this Agreement shall terminate automatically without further obligations to the Employee or his legal representatives under this Agreement, other than for payment of Accrued Obligations (which shall be paid to the Employee’s estate or beneficiary, as applicable in the case of the Employee’s death).

     5.4 Payment Schedule

     Payments under Section 5.1(a) shall be paid to the Employee in a lump sum in cash within 30 days of the Date of Termination. Payments under Section 5.1(b) shall be paid to Employee at regular scheduled payroll intervals over the twelve (12) month period following the Date of Termination.

     5.5 Good Reason

     For purposes of this Agreement, “Good Reason” means any of the following events or conditions and the failure to cure such event or condition within 20 days after receipt of written notice from Employee:

          (a) The assignment to the Employee of any duties inconsistent in any material respect with the Employee’s position, authority, duties or responsibilities as contemplated by Section 1.3 hereof or any other action by the Employer which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated and inadvertent action not taken in bad faith and which is remedied by the Employer promptly after receipt of notice thereof given by the Employee, and further excluding reasonable changes in particular duties and reporting responsibilities which may result from the Employer becoming part of a larger business organization at some future time provided that such changes in the aggregate do not result in a material alteration in the Employee’s position, authority, duties or responsibilities;

          (b) Any failure by the Employer to comply with any of the provisions of Section 3 hereof, other than an isolated and inadvertent failure not occurring in bad faith and which is remedied by the Employer promptly after receipt of notice thereof given by the Employee;

          (c) Any failure by the Employer to comply with and satisfy Section 7 of the Employment Agreement, provided that the Employer’s successor has received at least ten days’ prior written notice from the Employer or the Employee of the requirements of Section 7 thereof;

          (d) Any purported termination of the Employee’s employment that is not in accordance with the definition of Cause under the Employment Agreement; or

          (e) A relocation of the Employer’s principal executive offices to a location more than 50 miles from the Seattle metropolitan area, or the Employer’s requirement that the

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Employee be based anywhere other than within 50 miles of the Seattle metropolitan area, except for required travel on the Employer’s business to an extent substantially consistent with the Employee’s position, duties and responsibilities.

6. REPRESENTATIONS, WARRANTIES AND OTHER CONDITIONS

     In order to induce the Employer to enter into this Agreement, the Employee represents and warrants to the Employer as follows:

     6.1 No Violation of Other Agreements

     The Employee represents that neither the execution nor the performance of this Agreement by the Employee will violate or conflict in any way with any other agreement by which the Employee may be bound.

     6.2 Reaffirmation of Obligations

     The Employee hereby acknowledges and reaffirms the Employee Proprietary Information and Inventions Agreement previously executed by Employee on the date hereof and Employee’s obligations under Section 4 of the Employment Agreement.

7. 409A COMPLIANCE

     It is intended that any amounts or benefits payable under this Agreement and the Employer’s and the Employee’s exercise of authority or discretion hereunder shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the treasury regulations or other guidance relating thereto so as not to subject the Employee to the payment of income tax, interest and tax penalties which may be imposed under Code Section 409A, and to maintain, to the maximum extent possible, the compensation and benefit levels of this Agreement. In furtherance of this interest, to the extent that any regulations or other guidance issued under Code Section 409A after the Effective Date would result in the Employee being subject to payment of income tax, interest or tax penalties under Code Section 409A, the parties agree to amend this Agreement if such amendment will, or reasonably may (based on the determination of the Employer), bring this Agreement into compliance with Code Section 409A.

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     IN WITNESS WHEREOF, the parties have executed and entered into this Agreement on the date set forth above.

EMPLOYEE
Paul Davis
COINSTAR, INC.
By
	Its

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APPENDIX A TO

CHANGE OF CONTROL AGREEMENT

     For purposes of this Agreement, a “Change of Control” shall mean:

     (a) A “Board Change” which, for purposes of this Agreement, shall have occurred if individuals who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person (as hereinafter defined) other than the Board; or

     (b) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) 20% or more of either (A) the then outstanding shares of Common Stock of the Employer (the “Outstanding Employer Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Employer entitled to vote generally in the election of directors (the “Outstanding Employer Voting Securities”), in the case of either (A) or (B) of this clause (i), which acquisition is not approved in advance by a majority of the Incumbent Directors, or (ii) 33% or more of either (A) the Outstanding Employer Common Stock or (B) the Outstanding Employer Voting Securities, in the case of either (A) or (B) of this clause (ii), which acquisition is approved in advance by a majority of the Incumbent Directors; provided, however, that the following acquisitions shall not constitute a Change of Control: (w) any acquisition directly from the Employer or in connection with an offering of the Employer pursuant to a registration statement filed with and declared effective by the Securities and Exchange Commission, (x) any acquisition by the Employer, (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Employer or any corporation controlled by the Employer or (z) any acquisition by any corporation pursuant to a reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (i), (ii) and (iii) of subsection (c) of this Appendix A are satisfied; or

     (c) Consummation of a reorganization, merger or consolidation approved by the stockholders of the Employer, in each case, unless, immediately following such reorganization, merger or consolidation, (i) more than 60% of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and

PAUL DAVIS CHANGE OF CONTROL AGREEMENT 4-7-08

entities who were the beneficial owners, respectively, of the Outstanding Employer Common Stock and the Outstanding Employer Voting Securities immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their ownership immediately prior to such reorganization, merger or consolidation of the Outstanding Employer Common Stock and the Outstanding Employer Voting Securities, as the case may be, (ii) no Person (excluding the Employer, any employee benefit plan (or related trust) of the Employer or such corporation resulting from such reorganization, merger or consolidation and any Person beneficially owning, immediately prior to such reorganization, merger or consolidation, directly or indirectly, 33% or more of the Outstanding Employer Common Stock or the Outstanding Voting Securities, as the case may be) beneficially owns, directly or indirectly, 33% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such reorganization, merger or consolidation or the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the Board at the time of the execution of the initial agreement providing for such reorganization, merger or consolidation; or

     (d) Consummation of the following events approved by the stockholders of the Employer (i) a complete liquidation or dissolution of the Employer or (ii) the sale or other disposition of all or substantially all the assets of the Employer, other than to a corporation with respect to which immediately following such sale or other disposition, (A) more than 60% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all the individuals and entities who were the beneficial owners, respectively, of the Outstanding Employer Common Stock and the Outstanding Employer Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Employer Common Stock and the Outstanding Employer Voting Securities, as the case may be, (B) no Person (excluding the Employer, any employee benefit plan (or related trust) of the Employer or such corporation and any Person beneficially owning, immediately prior to such sale or other disposition, directly or indirectly, 33% or more of the Outstanding Employer Common Stock or the Outstanding Employer Voting Securities, as the case may be) beneficially owns, directly or indirectly, 33% or more of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors and (C) at least a majority of the members of the board of directors of such corporation were approved by a majority of the members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such sale or other disposition of assets of the Employer.

     Notwithstanding the foregoing, there shall not be a Change of Control if, in advance of such event, the Employee agrees in writing that such event shall not constitute a Change of Control.

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EX-99.1

Exhibit 99.1

MEDIA CONTACT:
Sarah Jones
Coinstar, Inc.
425.943.8121
sjones@coinstar.com

FOR IMMEDIATE RELEASE

COINSTAR ANNOUNCES APPOINTMENT OF CHIEF OPERATING OFFICER

     BELLEVUE, Wash.— April 4, 2008 — Coinstar, Inc. (NASDAQ: CSTR) today announced the appointment of Paul D. Davis to the position of chief operating officer at the company.

Davis, who will start his employment at Coinstar on April 7, is a seasoned executive with nearly 30 years experience in consumer packaged goods and retail operations.

A proven global business leader, Davis began his career at Procter and Gamble where he held various sales management positions. Subsequently, Davis joined PepsiCo, the Frito-Lay Division, for a 14-year tenure holding numerous sales and executive management positions with his last position being president of Hostess Frito-Lay Company in Canada. Other experience includes senior leadership positions at Kettle Foods, Inc, Barilla America, Inc and Starbucks Coffee Company. At Kettle Foods and Barilla America, Davis functioned in chief executive roles. At Starbucks Coffee Company he served as president of North America, responsible for operations, store development, marketing, finance, and human resources for all channels of business.

“We are very pleased to strengthen our management team with the appointment of Paul Davis,” said Dave Cole, chief executive officer of Coinstar, Inc. “Paul’s deep roots in operations and management, combined with a results orientation and strong analytical skills, make him an exceptional fit for Coinstar. We are delighted to have him on board.”

“I’m impressed with Coinstar’s 4^th Wall program and the potential it has to bring continued value to retail customers and consumers,” said Paul Davis. “I believe Coinstar has an excellent outlook and I look forward to being an integral part of the leadership team.”

Davis will be responsible for all lines of business operations, sales, manufacturing and supply chain and customer service. He will report directly to Chief Executive Officer Dave Cole.

About Coinstar Inc.
Coinstar, Inc. (NASDAQ:CSTR) is a multi-national company offering a range of 4th Wall^™ solutions for the retailers’ front of store consisting of self-service coin counting, electronic payment solutions, entertainment services, money transfer and self-service DVD rental. The company’s products and services can be found at more than 56,000 retail locations including supermarkets, drug stores, mass merchants, financial institutions, convenience stores and restaurants. For more information, visit www.coinstar.com.

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Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “goals,” variations of such words, and similar expressions identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. Forward-looking statements are not guarantees of future performance and actual results may vary materially from the results expressed or implied in such statements. Differences may result from actions taken by Coinstar, Inc., as well as from risks and uncertainties beyond Coinstar, Inc.’s control. Such risks and uncertainties include, but are not limited to, changes in the number and mix of anticipated installations, relocations, and removals, the termination, non-renewal or renegotiation on materially adverse terms of our contracts with our significant retailers, payment of increased service fees to retailers, the ability to attract new retailers, penetrate new markets and distribution channels, cross-sell our products and services and react to changing consumer demands, the ability to achieve the strategic and financial objectives for our entry into or expansion of new businesses, the ability to adequately protect our intellectual property, and the application of substantial federal, state, local and foreign laws and regulations specific to our business. The foregoing list of risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect future performance, please review “Risk Factors” described in Item 1A of Part I of our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. These forward-looking statements reflect Coinstar, Inc.’s expectations as of the date of this release. Coinstar, Inc. undertakes no obligation to update the information provided herein.